UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
☑ | Filed by the Registrant | ☐ | Filed by a |
CHECK THE APPROPRIATE BOX: | ||
☑ | Preliminary Proxy Statement | |
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Confidential, | ||
Definitive Proxy Statement | ||
☐ | Definitive Additional Materials | |
☐ | Soliciting Material |
AMN Healthcare Services, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
PAYMENT OF FILING FEE (CHECK | |||
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☐ | Fee paid previously with preliminary materials | ||
☐ | Fee computed on table | ||
AMN Overview
OUR ASPIRATION
We strive to be recognized as the most trusted, innovative, and influential force in helping healthcare organizationsprovide a quality patient careexperience that is more human, more effective, and more achievable.
OUR MISSION
DELIVER | ||||
the best talent and insights to help healthcare organizations optimize their workforce | GIVE healthcare professionals opportunities to do their best work towards quality patient care | CREATE a values-based culture of innovation where our team members can achieve their goals |
A FOCUS ON COREOUR VALUES ANDCUSTOMER EXPERIENCE
A Letter from Our Independent BoardChairman and Our CEO
Dear AMN Shareholders: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.
On behalfThe 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 the AMN management team, thank youpriorities guiding us for the confidence you placed in us during this unprecedented time. As we write this letter, the COVID-19 pandemic continues to ravage our communities, taking an unprecedented physical, emotional, and economic toll. Looking back on the past year, we have been acutely focused on positively impacting the health and safety of our healthcare professionals, team members, supplier partners, communities, clients, and their patients. We leveraged our experience, diverse talents, innovative spirit, digital capabilities, and purposeful passion to execute our mission and make an impact unlike any other in our history. We are proud of the progress we have made, which has been driven by our commitment to support the ongoing health crisis response, our human capital management strategy, and board quality.
COVID-19 Response & Commitment to Stakeholders
Over the past 12 tumultuous months, AMN has worked tirelessly to help “flatten the curve” and ensure the health and safety of our team members, healthcare professionals, clients, supplier partners, and communities. In March 2020, we supported our team members’ transition to remote work and implemented a COVID-19 response organizational structure to stay abreast of the rapidly changing healthcare landscape and proactively address the ongoing needs of our stakeholders. Additionally, we launched a 24/7 COVID-19 crisis hotline and published resources for team members, clinicians, healthcare facilities, and supplier partners to help navigate through the uncertain and changing landscape. With the need for healthcare professionals reaching historic levels during the pandemic, AMN made nearly 50,000 placements of healthcare professionals at hospitals and other facilities. We also deployed and expanded the use of our telehealth solutions to support access to healthcare across a variety of settings. We believe that these efforts and our commitment to our stakeholders has further advanced our position as the leader and most trusted partner for total talent solutions to healthcare organizations.
Human Capital Management Strategy
Being an innovator and the nation’s leader in total talent healthcare solutions during a public health crisis requires resilience and steadfast oversight of our most significant risks and opportunities, including those related to our culture and talent. Diversity, equality, equity, and inclusion are foundational elements of our culture and fundamental to our human capital management strategy. Throughout 2020, we intensified our human capital efforts and initiatives focusing on employee engagement, diversity, inclusion and health and safety. Additionally, we took several steps to promote social justice, including funding 100 minority-owned business certifications, launching an enterprise-wide 21-day racial equity and social justice challenge, mentoring Black American-owned suppliers, providing Volunteer Time Off (VTO) for team members interested in civic engagement, and rolling out unconscious bias and inclusive communication training for all team members. We published an initial report on our corporate website that aligns with the Sustainability Accounting Standards Board’s framework for reporting pre-defined risks that are most likely to impact the operating performance or financial condition of a typical company within the professional and commercial services industry to clearly communicate how we actively manage some of our human capital risks.
coming year.
>220,000 AMN Passport Downloads |
Forbes Best Employers For Women 2023 | Newsweek America’s Most Responsible Companies 2020-2023 |
Tech-Centric Total Talent Solutions Company
Our long-term growth is guided by three key pillars which we are aggressively pursuing in 2024:
● | Investing in Innovation. In 2023 we directed nearly 50% of capital expenditures to new and enhanced digital programs. These investments are critical to achieving productivity gains, market differentiation and revenue growth. Clients are looking for continued innovation to help them with their workforce challenges and today, more than 30% of AMN Healthcare’s total segment operating income is derived from our technology and workforce solutions segment that helps our clients find the talent they need and optimize their workforce planning and management. We are especially pleased with the progress of our Passport and ShiftWise Flex solutions. As of December 31, 2023, more than 220,000 nurse and allied health professionals use the Passport mobile application to find and apply for jobs, sign contracts, manage credentials, and track pay, time and patient care impact. ShiftWise Flex takes our vendor management system to new heights of effectiveness in automating and streamlining the contingent labor process for nursing, allied health, locums, and non-clinical professionals. Customers benefit from innovations that include expanded labor sourcing channels, easy integration with a healthcare organization’s internal information systems, and data-driven insights from a host of new reporting and dashboard features. |
2024 Proxy Statement | AMN Healthcare | 3 |
A Letter from Our CEO & Independent Board Composition & Refreshment StrategyChairman
● | 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.
AsManagement Priorities
AMN Healthcare is focused intently on several priorities we respondhave 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 healthcare industry’s emphasis on promoting health equity and diversity in the workforce. Recognizing that the results in this letter are made possible by our people, we continue to invest in attracting, developing and promoting the best talent. We welcomed new team members and promoted top talent from outside and inside the company in 2023, including four leaders on our Executive Leadership team. We believe a workforce with diverse backgrounds and ideas fuel innovation, and are proud that 69% of our team members are female and 43% of our team members come from diverse backgrounds. We strive to be the employer of choice for both our corporate employees and the hundreds of thousands of healthcare professionals we work with to help them achieve their professional aspirations. |
● | Further details are provided in this proxy on our initiatives in diversity, climate, risk management, internal controls, governance, and related programs. We will also share additional information in our annual Sustainability and Social Impact Report (our “Impact Report”). |
The Board believes AMN Healthcare is on the needsright path to deliver on our objectives and challenges imposed byreward the COVID-19 pandemic, we recognize the critical role that our Board’s composition plays in our ability to execute our long-term strategy and strategic initiatives. Last October, we appointed Rear Admiral Sylvia Trent-Adams, PhD, RN, FAAN, as a new director to continue to strengthen the effectivenesscommitment of our Board. The addition of Ms. Trent-Adams, who is a distinguished leaderfellow shareholders. We thank you for your support and invite you to explore the information in the U.S. Public Health Service Commissioned Corps and previously served as Deputy Surgeon General and Acting Surgeon General of the United States, plays an integral role in our client and clinician engagement strategies. We are proud to have an engaged, diverse, and deeply knowledgeable board that is more than 50% female and 20% racially diverse, with a balance of tenured and relatively new directors. Following our 2021 Annual Meeting, we will have an average aggregate tenure for independent board directors of approximately eight years.
These topics and other key issues of shareholder interest are discussed further within this proxy statement and will be addressed atto attend our 2021 Annual Meeting of Shareholders on Wednesday, April 21, 2021,19, 2024 at 12:00 p.m.8:30 a.m. Central Time. To prioritize the health and well-being of our meeting participants, weWe will conduct our 2021 meeting virtually, and weAnnual Meeting virtually. We cordially invite you to join us and have included instructions for participating in our Annual Meeting under the General Information Section of this proxy statement.
Gratefully Yours,
DOUGLAS D. WHEAT Chairman of the Board | |||||||
President and Chief Executive Officer |
2024 Proxy Statement |
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DATE AND TIME | ||||||
April | ||||||
(Central Time) | LOCATION www.virtualshareholdermeeting.com/AMN2024 | RECORD DATE February 21, 2024 |
Voting Matters | |||||||
Recommendation | Page | ||||||
1 | To elect eight directors to the Board of Directors | FOR | 15 | ||||
2 | To approve, by non-binding advisory vote, the compensation paid to named executive officers | FOR | 56 | ||||
3 | To ratify the appointment of KPMG LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2024 | FOR | 102 | ||||
4 | To approve a proposed amendment and restatement of our certificate of incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as permitted by Delaware law | FOR | 105 |
VOTING MATTERS
RECOMMENDATION | PAGE | ||
1. | To elect eight directors to the Board of Directors | 11 | |
2. | To approve, by non-binding advisory vote, the compensation of our named executive officers | 42 | |
3. | To consider the frequency of the advisory vote on the compensation of our named executive officers | 78 | |
4. | To ratify the appointment of KPMG LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2021 | 79 | |
5. | To consider a shareholder proposal if properly presented at the 2021 Annual Meeting | 81 |
We will also take action upon any other business as may properly come before the 20212024 Annual Meeting and any adjournments or postponements of that meeting.
How to Vote Your Shares
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 | 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 | |||
CALL Please follow the telephone voting instructions sent to you and call 1 (800) 690-6903, any time up until 11:59 p.m. (Eastern Time) on April 18, 2024. | DURING THE MEETING You can also cast your vote at our Virtual Shareholder Meeting. Even if you plan to attend, we encourage you to vote in advance by |
Your vote is important. Please note that if your shares are held by a bank, broker, or other recordholder and you wish to vote them at the meeting, you must obtain a legal proxy from that recordholder.
YOUR VOTE IS IMPORTANT. PLEASE NOTE THAT IF YOUR SHARES ARE HELD BY A BANK, BROKER, OR OTHER RECORDHOLDER AND YOU WISH TO VOTE THEM AT THE MEETING, YOU MUST OBTAIN A LEGAL PROXY FROM THAT RECORDHOLDER.
We will be using the Securities and Exchange Commission’s Notice and Access model (“Notice and Access”), which allows us to make proxy materials available electronically, as the primary means of furnishing proxy materials. We believe Notice and Access provides shareholders with a convenient method to access our proxy materials and vote. It also allows us to conserve natural resources which aligns with our Corporate Social Responsibility strategycommitment 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 10, 2021,5, 2024, we will commence mailing by sending a Notice of Internet Availability of Proxy Materials to our shareholders with instructions on how to access our proxy statement and 20202023 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 20202023 Annual Report.
MARCH 10, 2021
March 5, 2024
By Order of the Board of Directors,
DENISE L. JACKSON
CHIEF LEGAL OFFICER AND CORPORATE SECRETARY
WHITNEY M. LAUGHLIN
Chief Legal Officer and Corporate Secretary
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 | 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 |
● | 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 Summary
Our Evolution into a Leader in Total Talent Solutions
Where We Are Making Investments In Technology
Personalized Digital Experience | Augmented Human Intelligence | Data Analytics Platform | Mobile Applications |
Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements
2024 Proxy Statement | AMN Healthcare | 9 |
The summary below highlights certain information that may be found elsewhere in this proxy statement. We encourage you to read the entire proxy statement before casting your vote. Our proxy statement and related materials are first being made available to our shareholders on or about March 10, 2021.
5, 2024.
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The Board of Directors recommends a vote “FOR” the election of each of the director nominees. | See page |
OUR DIRECTOR NOMINEES
This year’s slate of director nominees to the Board of Directors (the “Board”) of AMN Healthcare Services, Inc. (the “Company” or “AMN”) includes a new addition, Rear Admiral Sylvia Trent-Adams, PhD, RN, FAAN, who was appointed to the Board on October 1, 2020. The addition of Ms. Sylvia Trent-Adams, who is a distinguished leader in the U.S. Public Health Service Commissioned Corps and served as Deputy Surgeon General and Acting Surgeon General of the United States, supports our ongoing Board refreshment strategy. Her experience and insight will be invaluable to our long-term client and clinician engagement and retention strategies. Please find a list of all director nominees below. Additional information for each nominee can be found under “Election of Directors (Proposal 1)” beginning on page 11.
Name | Age | Independent | Director Since | Board Committees | ||||||
Mark G. Foletta Former Executive Vice President and Chief Financial Officer, Tocagen Inc. | 60 | 2012 | Audit (Chair) | |||||||
Teri G. Fontenot CEO Emeritus and Former CEO of Woman’s Hospital | 67 | 2019 | Audit; Corporate Governance & Compliance | |||||||
R. Jeffrey Harris Former Of Counsel at Apogent Technologies, Inc. | 66 | 2005 | Corporate Governance & Compliance (Chair); Executive | |||||||
Daphne E. Jones Former Senior Vice President – Digital/Future of Work, GE Healthcare | 63 | 2018 | Audit; Compensation | |||||||
Martha H. Marsh Former President and CEO, Stanford Hospital and Clinics | 72 | 2010 | Compensation (Chair) | |||||||
Susan R. Salka Chief Executive Officer, AMN Healthcare Services, Inc. | 56 | 2003 | Executive | |||||||
Rear Admiral Dr. Sylvia Trent-Adams, PhD, RN, FAAN SVP & Chief Strategy Officer, University of North Texas Health Science Center | 55 | 2020 | Board | |||||||
Douglas D. Wheat Managing Partner, Wheat Investments, LLC | 70 | 1999 | Board (Chairman); Executive |
Directors at a Glance
AMN Healthcare | 2024 Proxy Statement |
Proxy Statement SummaryVoting Roadmap
CURRENT BOARD COMPOSITION
OUR KEY CORPORATE GOVERNANCE PRACTICES
Diversity | ||||
Proposal 2 | Advisory Vote to Approve Named Executive Officer Compensation | |||
Proxy Statement Summary
2020 ESG HIGHLIGHTS
We aim to deliver long-term sustainable value to our stakeholders by promoting a diverse, inclusive, and supportive culture that inspires innovation and fosters trust at all levels of our organization and within the communities we serve. Our work focuses on investing and developing our talent and communities and reducing our environmental impact.
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RECENT RECOGNITION
2018 - 2021 | 2019 - 2021 | 2020 - 2021 | ||
Bloomberg Gender Equality Index | Human Rights Campaign Corporate Equality Index | Newsweek America’s Most Responsible Companies | ||
2020 | 2019 | 2019 | ||
Forbes America’s Best Employers for Women | PILLAR Corporate Diversity Achievement | Womens Forum of New York Gender Parity in Boardroom |
Proxy Statement Summary
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OUR FINANCIAL PERFORMANCE
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OUR TOTAL RETURN VS. RUSSELL 2000 AND S&P 500
See page 56 | ||
Proxy Statement Summary
CEO COMPENSATION PAY MIX
”) for 2023, and the factors considered by the Talent and Compensation Committee in making those decisions. The illustration below provides a summaryBoard of the componentsDirectors recommends shareholder approval of the compensation paid to our Chief Executive Officer.
PAY FOR PERFORMANCE ALIGNMENT
NEOs as disclosed in this proxy statement.
2023 CEO |
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
CONSISTENTLY HIGH SAY-ON-PAY RESULTS
In 2023, we received 92% of votes in favor of our Say-on-Pay proposal (based on shares voting). Since 2014,2015, our Say-on-Pay results have averaged 96%95% (based on shares voting), which we believe reflects our pay-for-performance philosophy and level of engagement with our shareholders.
AMN Healthcare | 2024 Proxy Statement |
Proxy Statement Summary
KEY EXECUTIVE COMPENSATION PRACTICES
Voting Roadmap
Proposal 3 | Ratification of the Appointment of Our Independent Registered Public Accounting Firm | |||
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102 |
In February 2024, the Audit Committee appointed KPMG LLP (“KPMG”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. KPMG has been retained as the Company’s independent registered public accounting firm continuously since 2001. The Audit Committee is directly involved in the annual review and engagement of KPMG to ensure continuing audit independence, and the Audit Committee and the Board believe that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. See “Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees” on page 103 and “Report of the Audit Committee of the Board of Directors” on page 103. Representatives of KPMG are expected to participate in the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.
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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 | |||
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Effective August 1, 2022, the State of Delaware, which is the Company’s state of incorporation, enacted legislation that permits Delaware companies to limit the liability of certain of their officers in limited circumstances. In light of this update, we are proposing to amend and restate the Company’s Amended and Restated Certificate of Incorporation to authorize exculpating certain of the Company’s officers from liability in certain specific circumstances, as permitted by Delaware law. After careful consideration, the Board determined that it is in the best interests of the Company and our shareholders to amend and restate the Company’s Amended and Restated Certificate of Incorporation as described herein.
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Proposal 1 | Election of Our Directors | ||
The Board of Directors recommends a vote FOR the election of each of the director nominees. |
PROPOSAL 1: ELECTION OF OUR DIRECTORS
Eight directors are to be elected at our 20212024 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 late February 2021,2024, one of our directors, Dr. Michael M.E. Johns,Ms. Martha Marsh, informed the Board of hisher decision not to stand for re-election at the Annual Meeting. As a result of Dr. John’sMs. Marsh’s decision not to stand for re-election, the Board approved a decrease in its size to eight members, effective upon the election of the Company’s directors at the Annual Meeting.
The proxy will be voted in accordance with the directions stated on the card, or, if no directions are stated, for election of each of the eight nominees listed below. Upon the recommendation of the Board’s Corporate Governance and Compliance Committee (the “Governance and Compliance Committee”), the Board has nominated for election the eight directors listed below, all of whom are currently serving as directors on our Board. The director nominees for election are willing to be duly elected and to serve. If any such nominee is not a candidate for election at the Annual Meeting, an event that the Board does not anticipate, the proxies may be voted for a substitute nominee(s). The business experience, board service, qualifications and affiliations of our director nominees are set forth below. We believe we have a slate of director nominees that are well-positioned to represent our shareholders and oversee the Company’s strategy, business operations and financial strength.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES
AMN Healthcare Board of Directors
AMN HEALTHCARE BOARD OF DIRECTORS
The Board believes that incumbent directors should not expect to be re-nominated annually. In determining whether to recommend a director for re-election, the Governance and Compliance Committee considers the needs of the Company and the diversity of the Board and believes that our directors should satisfy several qualifications, including but not limited to, demonstrated integrity, a record of personal accomplishment, the director’s overall engagement in board activities, the results of the annual Board evaluation and other attributes that are discussed further in our Corporate Governance Guidelines (the “Governance Guidelines”) and in the “Evaluation of Board Composition and Director Nomination Process” section below.
The Board also endeavors to representrepresents 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. Followingobjectives 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 biographicaldemographic information for each director nominee weand describe the key experiences, qualifications, skills and attributes the director nominee brings to the boardBoard that, for reasons discussed in the chart below, are important to our businesses and strategic objectives. The Board considered these key experiences, qualifications, skills and attributes and the nominees’ other qualifications in determining to recommend that they be nominated for election.
Director Nominee Snapshot
Independent Director Tenure | Age | Gender Diversity | Racial Diversity | Independence | ||||
Average Less than 10 years | Average 65 years | 50% Female | 38% BIPOC | 88% Independent Directors | ||||
2024 Proxy Statement | AMN Healthcare | 15 |
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
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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 | |||
C-Suite Leadership | |||
We believe that directors who have served in | |||
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We are committed to strong financial discipline, effective allocation of capital and accurate disclosure practices. We believe that financial expertise on the Board is instrumental to our success. | |||
Legal/Risk Management | |||
We operate in a constantly changing and increasingly complex regulatory environment. Directors with regulatory compliance oversight and enterprise risk management experience play an important role in the Board’s ability to oversee our enterprise risk management program and legal and compliance risks. | |||
Mergers & Acquisitions | |||
We believe that our ability to achieve our long-term growth objectives will require a combination of organic growth and growth by acquisition. We believe that M&A expertise on the Board provides valuable insight and oversight of our growth strategies and achievement of financial goals. | |||
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We have a large and diverse workforce which represents one of | |||
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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 | |||
Digital/Technology | |||
Our business has become increasingly complex as we have accelerated our digital transformation and expanded our service offerings to include more |
17 |
Corporate Governance
Director Biographies
DIRECTOR NOMINEE SNAPSHOT
The illustrationSet forth below summarizes the key experience, qualifications and attributes for each director nominee and highlights the balanced mix of experience, qualifications and attributesis a brief description of the Board as a whole. This high-level summary is not intended to be an exhaustive listbackgrounds 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 nominee’s skills or contributions toshould be nominated for election at the Board.2024 Annual Meeting.
Jorge A. Caballero | 67 Committee: Audit Committee (Financial Expert); Corporate Governance and Compliance Committee (Chair) Director Since: 2021 | Skills & Qualifications: Finance/Audit | Mergers & Acquisitions | Legal/Risk Management |
Qualification Highlights ●Managing Partner of Deloitte’s Business Tax Services U.S.-India practice (2016 – 2019) ●New Jersey Tax Managing Partner of Deloitte (2003 – 2011) ●Assistant Vice President of Tax of Beneficial Corporation, a consumer finance company that was acquired by Household International, Inc. in 1998 (1983 – 1986) | ||
Board Experience ●Deloitte Tax LLP, a global professional services firm and one of the Big Four accounting firms, where he was the Chief Diversity Officer (2009 – 2016) ●United Way of Essex and West Hudson in New Jersey, a non-profit organization where he served as the chair of Board of Directors and Finance Committee (2003 – 2019) ●The College of New Jersey, where he served as the chair of the Board of Directors, Finance Committee, and Audit and Risk Management Committee (2007 – 2019) ●Jersey Battered Women’s Service, a private, non-profit agency, where he served as the chair of the Finance, Human Resources, and Infrastructure Committees (1993 – 2001) | ||
Mr. Caballero brings to the Board significant public company accounting and financial reporting expertise and a top-level perspective in organizational management. Mr. Caballero’s career has provided him with practical knowledge of executive management of complex, global businesses and extensive experience in a wide range of financial and accounting matters including management of global financial operations, financial oversight, risk management and the alignment of financial and strategic initiatives. Mr. Caballero also brings deep corporate governance experience through his work with public and private companies and in his board leadership positions at Deloitte and extensive experience in mergers and acquisitions, a critical component to the Company’s growth strategy. The Board has determined that Mr. Caballero qualifies as an audit committee financial expert and has appointed him to the Audit Committee. Mr. Caballero serves as the Chair of the Corporate Governance and Compliance Committee. |
Mark G. Foletta | 63 Committee: Audit Committee (Financial Expert); Talent and Compensation Committee Director Since: 2012 | Skills & Qualifications: Finance/Audit | Healthcare Industry | C-Suite Leadership | Legal/Risk Management |
Qualification Highlights ●Executive Vice President and Chief Financial Officer of Tocagen Inc., a brain cancer biotechnology company (February 2017 until its acquisition by Forte Biosciences, Inc. in March 2020) ●Interim Chief Financial Officer of Biocept, Inc., a publicly traded diagnostics company (August 2015 – July 2016) ●Senior Vice President, Finance and Chief Financial Officer of Amylin Pharmaceuticals, Inc. (March 2006 – October 2012) ●Vice President, Finance and Chief Financial Officer of Amylin (March 2000 – March 2006) ●Certified Public Accountant (inactive) and a member of the Corporate Directors Forum | ||
Board Experience ●DexCom, Inc., a publicly traded diabetes care technology company, where he is the Lead Independent Director (November 2014 – present) ●Enanta Pharmaceuticals, a publicly traded biotechnology company, where he is the Chair of the Audit Committee (June 2020 – present) ●Regulus Therapeutics Inc., where he served as Chair of the Audit Committee and a member of the Nominating and Governance Committee (February 2013 – June 2018) ●Viacyte, Inc., a privately held company (sold in 2022) ●Ambit Biosciences Corporation, where he served as Chair of the Audit Committee (sold in 2014) ●Anadys Pharmaceuticals, Inc. (sold in 2011) | ||
Mr. Foletta brings to the Board considerable audit, financial, healthcare and enterprise risk management experience as both an executive officer and director of healthcare companies. Mr. Foletta assisted with developing and launching the initial enterprise risk management assessment at Amylin Pharmaceuticals and guided the launch of the initial risk management assessment at both Regulus and DexCom. Mr. Foletta’s prior experience as a public company CFO provides the Board with extensive public company accounting and financial reporting expertise to guide the Company’s commitment to strong financial discipline, effective allocation of capital and accurate disclosure practices. The Board has determined that Mr. Foletta qualifies as an audit committee financial expert and has appointed him to the Audit Committee. |
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Corporate Governance
Teri G. Fontenot | 70 Committee: Audit Committee (Chair) (Financial Expert) Director Since: 2019 | Skills & Qualifications: Finance/Audit | Healthcare Industry | Government/Policy Advocacy | C-Suite Leadership | Human Capital Management |
Qualification Highlights ●President and CEO of Woman’s Hospital, the largest independently-owned women’s and infant’s hospital in the United States providing comprehensive subspecialty services to women (March 1996 – March 2019) ●Chief Financial Officer and Executive Vice President of Woman’s Hospital (1992 – 1996) ●Chief Financial Officer of three other hospitals located in Louisiana and Florida prior to joining Woman’s Hospital (1985 – 1992) ●Certified Public Accountant (inactive) ●Advisory Committee on Research on Women’s Health for the National Institutes of Health (1999 – 2005) | ||
Board Experience ●Amerisafe, Inc., a publicly traded specialty provider of workers’ compensation insurance, where she serves on the Audit, Risk and Governance Committees (June 2016 – present) ●Orlando Health, Inc., a not-for-profit organization, where she serves on the Executive and Clinical Quality Committees (September 2021 – present) ●Baton Rouge Water Company (2009 – Present) and Dynamic Access Therapy (May 2021 – present) both privately held companies ●LHC Group, Inc., a publicly traded in-home healthcare services company, where she served on the Clinical Quality and Corporate Development Committees and as Chair of the Audit Committee (2019 until its sale to United Healthcare in February 2023) ●Landauer (a formerly publicly traded company), where she served on its Audit and Governance Committee, until its sale in 2017 ●PELITAS, a privately held company (June 2021 until its sale in 2022) ●Sixth District Federal Reserve Bank of Atlanta, including as its Audit Committee chair for two years (2004 – 2009) ●Served on numerous healthcare boards at a local, state and national level, including the Board of Directors of the Louisiana Hospital Association, and the American Hospital Association where she served as Chairperson (2012) | ||
Ms. Fontenot brings substantial operational and strategic experience in the healthcare industry as a former chief executive officer and chief financial officer of four healthcare institutions and as a board member for healthcare-related organizations. Ms. Fontenot’s more than 30 years in healthcare and finance leadership provides valuable insights into the Company’s strategic discussions regarding the dynamic economic environment and healthcare industry and continued development of client-centric total talent solutions. The Board has determined that Ms. Fontenot qualifies as an audit committee financial expert and has appointed her as Chair of the Audit Committee. |
Cary Grace | 55 Committee: Executive Committee Director Since: 2022 | Skills & Qualifications: C-Suite Leadership | Mergers & Acquisitions | Digital/Technology | Finance/Audit | Human Capital Management | Legal/Risk Management | Healthcare Industry |
Qualification Highlights ●President and CEO of AMN Healthcare Services, Inc. (November 2022 – present) ●Chief Executive Officer of the Global Retirement, Investment and Human Capital Solutions business at Aon PLC (2016 – January 2020) ●Various Executive Leadership Positions within AON, including CEO of AON Health Exchanges (2012 – 2019) ●Bank of America, where she led several institutional and private banking businesses, including their $9 billion Mass Affluent Client Business (1998 – 2012) | ||
Board Experience ●State Farm Insurance, a mutual company offering auto, home, life and health insurance as well as investment services (2022 – present) ●League, Inc., a privately held digital platform and technology company empowering consumer health engagement (2020 – present) ●FinTech Evolution Acquisition Group, where she served as Chair of the Audit Committee (2021 – March 2023) | ||
Ms. Grace brings to the Board more than three decades of experience developing and executing profitable growth strategies for leading professional and financial services organizations across human capital, banking, investments, health, and mergers and acquisitions, including most recently at AON, where Ms. Grace led AON’s Global M&A integration team, its Enterprise Client Management function as well as its digitally enabled private health exchanges. While at AON, Ms. Grace also served on its Policy and Governance Team, served on the Operating Committee and was named an executive officer of the corporation. Ms. Grace’s extensive experience in leading initiatives and services with a focus on digital enablement provides valuable insight and leadership as the Company continues to evolve and develop technology related and enabled solutions for clients and healthcare professionals. Ms. Grace is also a passionate advocate for diversity and inclusion and with deep knowledge of environmental, social and governance (ESG) in business, causes closely tied to the Company’s purpose and values and a key differentiator providing a competitive advantage. |
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Corporate Governance
R. Jeffrey Harris | 69 Committee: Corporate Governance and Compliance Committee; Talent and Compensation Committee; Executive Committee Director Since: 2005 | Skills & Qualifications: Legal/Risk Management | Mergers & Acquisitions | Healthcare Industry | C-Suite Leadership |
Qualification Highlights ●Of Counsel at Apogent Technologies, Inc., a laboratory, life science and diagnostic products company (December 2000 – 2003) ●Vice President, General Counsel and Secretary at Apogent Technologies, Inc., formerly Sybron International (1988 – 2000) | ||
Board Experience ●Sybron Dental Specialties until it was acquired by Danaher Corporation (April 2005 – 2006) ●Playtex Products, Inc. until it was acquired by Energizer Holdings (2001 – October 2007) ●Prodesse, Inc., an early-stage biotechnology company, until it was acquired by Gen-Probe Incorporated (2002 – 2009) ●Apogent Technologies, Inc. until it was acquired by Fisher Scientific International, Inc. (2000 – 2004) ●Guy & O’Neill, Inc., a privately held private label and contract manufacturing company (2008 – 2018) ●President, board member (former Chairman) and a co-founder of BrightStar Wisconsin Foundation, Inc., a non-profit economic development corporation (2013 – 2021) ●Okanjo Partners, Inc., an early-stage technology company | ||
Mr. Harris brings considerable mergers and acquisitions experience to the Board, which is a key component of the Company’s growth strategy. Mr. Harris’ legal, regulatory and corporate governance expertise provides valuable insights to the Board and Management as we operate in a constantly changing and increasingly complex regulatory environment and strive to deliver industry-leading results supported by strong governance and compliance practices. |
Daphne E. Jones | 66 Committee: Audit Committee; Corporate Governance and Compliance Committee Director Since: 2018 | Skills & Qualifications: Digital/Technology | Healthcare Industry | C-Suite Leadership |
Qualification Highlights ●Senior Vice President, Digital/Future of Work for GE Healthcare, the healthcare business of GE (May 2017 – October 2017) ●Senior Vice President, Chief Information Officer for GE Healthcare Diagnostic Imaging and Services (August 2014 – May 2017) ●Senior Vice President, Chief Information Officer for Hospira, Inc., a provider of pharmaceuticals and infusion technologies (October 2009 – June 2014) ●Chief Information Officer at Johnson & Johnson (2006 – 2009); served in various information technology roles with Johnson & Johnson (1997 – 2006) ●Founder, The Board Curators, LLC (July 2021 – present) ●Founder, Destiny Transformations Group, LLC (April 2018 – present) | ||
Board Experience ●Masonite International Corp., a publicly traded global designer, manufacturer, and distributor of internal and external doors for the construction and renovation industry, where she serves as a member of the Corporate Governance and Nominating Committee (February 2018 – present) ●Barnes Group Inc., a publicly traded industrial products and aerospace company, where she serves on the Audit Committee (September 2019 – present) ●Thurgood Marshall College Fund, a not-for-profit organization and the nation’s largest organization exclusively representing the Black College Community (January 2017 – October 2018) | ||
Ms. Jones brings to the Board considerable information technology, global digital technology use, data management and privacy experience as a seasoned C-Suite executive with extensive experience in multinational corporations. Ms. Jones’ digital use and technology expertise and experience provides valuable insights in leading innovative change, technological advancement and strategic growth and is critical to our successful execution of our technology and digital strategies. |
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. |
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Corporate Governance
Martha H. Marsh | RETIRING DIRECTOR |
Ms. Marsh will be retiring from the Board effective upon the conclusion of the Annual Meeting. AMN Healthcare and its Board would like to recognize and thank Ms. Marsh for her dedicated and tenured service to the Company and the Board. | ||
During Ms. Marsh’s 13 years of service on the Board, she has offered tremendous experience and understanding of the challenges and opportunities of large healthcare facilities through her more than 40 years of experience in the healthcare industry. Ms. Marsh has also provided immeasurable leadership and guidance as Chair of the Talent and Compensation Committee for 11 years. The Company and the Board thank Ms. Marsh for her dedicated services and wish her the best in her future endeavors. |
22 | AMN Healthcare | 2024 Proxy Statement |
Table of ContentsEVALUATION OF BOARD COMPOSITION & DIRECTOR NOMINATION PROCESS
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 is committed to maintainvalues 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, theour Governance and Compliance Committee seeks out candidates with unique skills, experiences, and characteristics, including individuals representing historically underrepresented groups, that when working collectively will fulfill its oversight responsibilities and from different careers, industries, races, ethnicities or genders that align with our long-term strategic objectives.continue to guide the Company into the future.
As part of the Board’s ongoing refreshment strategy and director candidate identification and nomination processes, the Governance and Compliance Committee actively and continuously evaluates its collective composition to identify and prioritize director characteristics, skills, and experiences prior to nominating a new director candidate to the Board for review, approval and appointment. Below is an illustration of the Governance and Compliance Committee’s regular Board refreshment and director candidate identification process.
Corporate Governance
DIRECTOR SEARCH 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 the 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 that itwho 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, who possessexperts. When considering candidates for the desired characteristics, skillsBoard, the Governance and experiences. ItCompliance 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. The Governance and Compliance Committee regularly evaluates its potential candidate pool and adds and eliminates individuals based on factors such as candidates’ professional affiliations and availability, director retirements, changing market conditions or strategic objectives and/or newly considered enterprise risks. The list provides a platform from which the Governance and Compliance Committee can quickly engage and nominate candidates, if necessary.
Recently, the Board has appointed three new directors, each of whom has significantly added to the Board’s diversity of skills, background and experiences and strengthened its ability to support and oversee the Company’s strategic objectives. Our Board is also proud to currently be among a unique group of companies with more than 50% female representation.
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Corporate Governance
Shareholder Recommendations and Nominations
BEYOND THE BOARDROOM
To increase each director’s engagement with and understanding of our strategy, each director participates in an extensive orientation program upon joining the board, including meeting with members of our executive leadership team and other key leaders of the Company to gain a deeper understanding of AMN’s businesses, operations, culture and values. Periodic briefing sessions are also provided to members of the board on subjects that would assist them in discharging their duties.
Our Board’ aggregate board 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. The terms of this policy, which is set forth below, was developed in part based on insight and feedback we received directly from shareholders in connection with our ongoing corporate governance shareholder engagement efforts.
The Board does not believe in a specific limit for the overall length of time an independent director may serve. Directors who have served on the Board for an extended period can provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company’s history, policies, and objectives. The Board also believes that new directors will strengthen the diversity of the Board, provide fresh perspectives and value as the Company evolves. To achieve this balance, the Board will maintain an average Board tenure for independent board directors of less than ten years.
Upon the conclusion of the Annual Meeting, the average aggregate tenure for our Board’s independent directors will be approximately 8 years.
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 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. When evaluating any such shareholder recommendations, the Governance and Compliance Committee uses the evaluation methodology that is described in the “Evaluation of Board Composition & Director Nomination Process”Composition” above.
To have a director nominee considered for election at our 20222025 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 21, 202219, 2025 and no sooner than December 22, 2021,20, 2024, assuming the date of the 20222025 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 20222025 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 11, 20216, 2024 and no later than November 10, 2021.5, 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 the director election to be held at the Annual Meeting.
Director Independence
The Board has determined that director nominees Jorge A. Caballero, Mark G. Foletta, Teri G. Fontenot, R. Jeffrey Harris, Sylvia Trent-Adams, Daphne E. Jones, and Douglas D. Wheat all meet our categorical standards for director independence described in our Corporate Governance Guidelines and the applicable rules and regulations of the New York Stock Exchange (“NYSE”) regarding director independence. Our CEO is the only member of our Board whom the Board has not deemed independent.
When making director independence determinations, the Board considered business relationships between LHC Group, Inc. and Orlando Health, Inc. Orlando Health, Inc. is a client of the Company and LHC Group, Inc. was a client of the Company during the first two quarters of 2023. Ms. Fontenot serves as an independent director of Orlando Health, Inc., and served as an independent director of LHC Group, Inc. from 2019 until its sale to United Healthcare in February 2023. We discuss these relationships in more detail in the “Certain Transactions” section below. The Board considered the nature of these related party relationships and the annual amount of payments we receive from each LHC Group, Inc. and Orlando Health, Inc. The Board determined that neither relationship precluded the Board from making an independence determination for Ms. Fontenot and that the related party relationships fell within our standards of independence.
Director Independence |
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 resource between meetings.
In addition to providing new directors with a library of resources that includes governance, finance and core background documents, key business executives and functional leaders from across the organization meet with new directors to increase their understanding of our businesses, operations, culture and values. Throughout their tenure, directors participate in informal meetings with other directors and senior leaders of the Company to share ideas, build stronger working relationships, gain broader perspective and strengthen their working knowledge of our business, strategy, performance and culture.
BOARD AND COMMITTEE SELF-EVALUATION PROCESSWe encourage and facilitate director participation in continuing education programs and each director is provided membership in the National Association of Corporate Directors as well as subscriptions to other governance publications and resources. Directors are also encouraged to attend director education programs at Company expense, provided that such expenses are pre-approved by the Chief Legal Officer.
03 | Board and Committee Self-Evaluation Process |
In line with our value of continuous improvement, each director conducts an evaluation of the performance of the Board and each committee for which they serve on an annual basis. Additionally, on a bi-annualbiennial basis, the Chair of our Governance and Compliance Committee conducts individual conversations with each director. Each step of the Board’s annual evaluation process is further illustrated below.
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Corporate Governance
04 | Refreshment |
Board Refreshment and Board Tenure Policy |
Board Refreshment
We prioritize effective and aligned Board composition, supplemented by a thoughtful approach to refreshment. It is essential to have a qualified group of directors with an appropriate mix of skills, experience and attributes to oversee our strategic objectives. The Board has determined that director nominees Mark G. Foletta, Teri G. Fontenot, R. Jeffrey Harris, Sylvia Trent-Adams, Martha H. Marsh, Daphne E. JonesGovernance and Douglas D. Wheat all meet our categorical standards for director independence described in our Governance Guidelines andCompliance Committee continuously reviews the applicable rules and regulationsBoard’s composition, taking into consideration the characteristics of the New York Stock Exchange (“NYSE”) regarding director independence. Our CEO is the only member of our Board whom the Board has not deemed independent.
When making director independence determinations, the Board considered a business relationship between LHC Group, Inc., of which Ms. Fontenot is an independent director,existing directors, both individually and the Company. We discuss this relationship in more detail in the “Certain Transactions” section below. The Board considered the nature of this relationship, the annual amount of payments we receive from LHC Group and the fact that the nature of this relationship resulted solely from Ms. Fontenot’s role as an independent director of LHC Group, Inc., and determined that the relationship did not preclude the Board from making an independence determination for Ms. Fontenot and that the relationship fell within our standards of independence.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
The Board has established the following procedure for shareholders and other interested parties to communicate with members of the Board, its Chair or the independent directors as a group. All such communications should be addressed to the attention of our Corporate Secretary at our offices located at 12400 High Bluff Drive, Suite 100, San Diego, California 92130. The Corporate Secretary opens, reviews, and maintains a log of all written communications to the Board, one of its committees or specific director(s) and promptly forwards to the Chair of the Board those that the Secretary believes require immediate attention. The Corporate Secretary will also periodically provide the Chair of the Board and the Company’s Chief Executive Officer (if appropriate) with a summary of all such communications and any actions taken if not previously forwarded to the Chair of the Board.
Factors that will be considered when determining whether or not the matter requires immediate attention include, but are not limited to, whether the matter relates to a pressing governance matter, such as executive compensation or our Corporate Social Responsibility (“CSR”) strategy whether the topic is of broad concern such that the Board can publicly discuss, whether the matter could have a material impact on the Company’s performance or stock price, the size and/or number of shareholders making the request and any other factorsOngoing strategic board succession planning, led by the Governance and Compliance Committee, deems relevant.ensures that the Board continues to maintain an appropriate mix of objectivity, skills and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our longer-tenured directors.
Currently, over 60% of our director nominees served less than six (6) years, and our director nominees have an aggregate tenure of less than ten (10) years. Each of the five (5) directors that we have added to the Board over the past six (6) years have brought additional skills and perspectives to the Board and strengthened the Board’s ability to support and oversee the Company’s long-term strategic objectives. These five (5) directors all represent gender, race and ethnicities that have been historically underrepresented on boards.
Daphne E. Jones | Teri G. Fontenot | Sylvia Trent-Adams | Jorge A. Caballero | Cary Grace | |||||||||
– Experience with strategic, entrepreneurial, and global use technologies in the healthcare sector. | – Experience in healthcare leadership, corporate finance, economic policy and healthcare. | – Experience in directing and coordinating major federal health programs, as well as strategic planning and leadership of a healthcare institution. | – Accomplished global executive with extensive experience in audit, financial, risk management and mergers and acquisitions. | – A proven executive with large organizations with significant experience developing and executing profitable growth strategies. |
Board Tenure Policy
Our Board’s aggregate tenure policy reflects its commitment to consistently evaluate the composition of our Board to ensure that it collectively possesses the experience, skills, knowledge, and level of engagement necessary to serve the best interests of our shareholders. This policy, which is set forth below, was developed in part based on insight and feedback we received directly from shareholders in connection with our ongoing corporate governance shareholder engagement efforts.
The average aggregate tenure for our Board’s independent director nominees is less than ten (10) years.
26 | AMN Healthcare | 2024 Proxy Statement |
Corporate Governance
Our Corporate Governance Program
DIRECTOR BIOGRAPHIES
Key Corporate Governance Practices
Practice | Description | ||||
Majority Voting in Uncontested Elections | |||||
Board Diversity / “Rooney Rule” | |||||
Our Board | ||
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The Board has concluded that Mr. Foletta is qualified to serve on the Board, because he brings considerable audit, financial, healthcare and enterprise risk management experience as both an executive officer and director of healthcare companies. The Board has designated Mr. Foletta as an audit committee financial expert and he serves as Chairman of the Audit Committee.
Corporate Governance
historically underrepresented communities. | |||||
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The Board has concluded that Ms. Fontenot is qualified to serve on the Board because she brings considerable audit, financial and healthcare experience. The Board has determined that Ms. Fontenot qualifies as an audit committee financial expert and appointed her as a member of its Audit Committee.
Corporate Governance
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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 AMN’s growth strategy. Additionally, Mr. Harris has experience serving as a director on public company compensation and corporate governance committees.
Corporate Governance
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The Board has concluded that Ms. Jones is qualified to serve on the Board because she brings 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 is critical to our successful execution of our technology and digital strategies.
Corporate Governance
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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 talent solutions service offerings to meet our clients’ evolving needs.
Corporate Governance
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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 30 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.
Corporate Governance
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The Board has concluded that Ms. Trent-Adams is qualified to serve on the Board because she possesses significant healthcare industry and policy knowledge and expertise, which is critical to the successful design and implementation of our growth strategy.
Corporate Governance
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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, all of which are critical to the successful design and implementation of our growth strategy.
Corporate Governance
RETIRING DIRECTOR
AMN and its Board would like to recognize and thank Dr. Johns for his dedicated and tenured service to the Company and the Board. Dr. Johns will be retiring from the Board effective upon the conclusion of the Annual Meeting.
Corporate Governance
OUR CORPORATE GOVERNANCE PROGRAM
CORPORATE GOVERNANCE PROGRAM OVERVIEW
Strong and effective corporate governance is essential to our success and we pride ourselves on providing transparent disclosure to our stakeholders on an ongoing and consistent basis. Our holistic approach integrates all components of effective governance, including a strong ethical culture, a commitment to diversity, equality and inclusion backed by action, a comprehensive enterprise risk management program, a formal shareholder engagement program, sound financial, regulatory and legal compliance functions and corporate sustainability. Our strategy focuses on delivering long-term value to AMN stakeholders, and our program has been recognized for maintaining the highest standards of governance. We align our practices with the Corporate Governance Framework for U.S. Listed Companies provided by the Investor Stewardship Group (“ISG”). Below is a snapshot of how certain governance practices support each of the ISG principles.
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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 |
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 |
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Table of ContentsShareholder Engagement
Corporate Governance
SHAREHOLDER CORPORATE GOVERNANCE OUTREACH
Accountability to AMN stakeholdersHealthcare 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 and our Board will engage with shareholders to solicit their views on corporate governance, culture,industry leadership, human capital management, corporate social responsibility and diversity, equalityequity, and inclusion (“DEI”).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
Over the past few years, ourOur outreach efforts have evolved into a robust program with a customized approach to each shareholder and the topics and initiatives that are most important to them. We believe this results in more meaningful dialogue on relevant topics, builds stronger relationships with our shareholders and ultimately a more successful company. With this customized strategy in place, we conduct a formal outreach in the fall of each year. Our year-round initiatives also include outreach efforts through attendance at investor conferences and ad hoc meetings on a regular basis with institutional investors ranging from large institutions to smaller and mid-size firms. We look forward to the opportunity to connect with our shareholders and find these engagements to be enlightening and productive. Each shareholder we met with expressed appreciation for our proactive interest in their views, and we certainly appreciated their time and insight.
ENGAGEMENT SUMMARY
In 2022, we conducted an ESG assessment through engagement with key internal and external constituencies, including our shareholders, that identified and prioritized environmental, social and governance issues likely to have meaningful long-term impact on our Company. Among the top issues identified by investor respondents as internal and external priorities are healthcare professional pipeline, recruitment, retention and engagement, workplace health and safety, and diversity, equity and inclusion of our healthcare professionals and corporate team members.
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Corporate Governance
2023 Engagement
KEY TOPICS DISCUSSED | HOW WE ENGAGED(1) | HOW WE RESPONDED | |
●Strategy and Culture ●Human Capital Management ●Healthcare Professional Shortage ●DEI and Pay Equity | |||
●Our Chief Executive Officer, Chief Financial Officer and other senior executives presented at 8 investor conferences throughout 2023 ●We sent letters to our 66% of our outstanding shares | ●We |
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●Responded to CDP Climate Change Survey ●Developed Science-based targets for ●Published third
●Continued investments in human capital management
●Continued financial support to organizations focused on diversity, equity and inclusion efforts, mental health, and wellbeing ●Continued healthcare professional pipeline development in
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(1) | Reflects estimated ownership based most recently reported Schedule 13 or other information available to
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Although the focus of each of our shareholder’s focusshareholders may differ, AMN’sAMN Healthcare’s purpose, long-term strategy, commitment to elimination of equity barriers, pay for performance approach to executive compensation and emphasis on corporate governance and social responsibility were well received. One
Communications with the Board of Directors
The Board has established the following procedure for shareholders and other interested parties to communicate with members of the focusesBoard, its Chair or the independent directors as a group. All such communications should be addressed to the attention of our engagementCorporate 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 large shareholder is tackling gender pay equality in the U.S. healthcare system,summary of all such communications and we look forward to continuing our engagement on this important issue. Further information surrounding our shareholder engagement program is formalized in our Governance Guidelines and posted on our Company website under the “Investor Relations” tab at www.amnhealthcare.com.
The chart on the following page outlines some of the specificany actions we have taken in recent years in response to feedback received from shareholders.
if not previously forwarded.
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Corporate Governance
Board Oversight
SHAREHOLDER AREAS OF INTERESTStrategy Oversight
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Our Board oversees the strategic direction of the Company, including the formation and implementation of the Company’s strategic initiatives and the Company’s annual operating plan. The Board receives updates on the Company’s overall strategic direction throughout the year from executive management, including updates on performance against targets and execution of initiatives, which forms the foundation for a dialogue of risks and opportunities facing the Company.
ENTERPRISE RISK OVERSIGHTEnterprise Risk Oversight
Purposeful and calculated risk taking is important for us to be competitive and to achieve our long-term goals. Our enterprise risk governance framework reflects a collaborative process where the Board, executive management and other team members apply a disciplined approach to our strategic planning and operational decisions that is designed to balance the opportunities and threats to our business.
The Board is responsible for overseeing our enterprise-wide risk management program. In conjunction with this responsibility, the Board addresses our key risks, risk capacity appetite and tolerancerisk appetite levels that provide the foundation for our overall business strategy and direction.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 riskrisks impact its long-term strategies.
Purposefulstrategies and calculatedoperational 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 |
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Corporate Governance
Annual Strategic Planning Process
Information Security, Cybersecurity and Data Privacy
In addition toMaintaining the foregoing, the responsibilities of eachprivacy and security of the Board’s standing committees are designedinformation 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 focus attention on risk areas implicatedsafely 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 its area of expertise, and each committee reports regularly to the Board on its identification and assessment of such risks. All committees play significant roles in carrying out the risk oversight function that typically focus in their areas of expertise.
Corporate Governance
Below is an illustration of how the Board, its committees and the Company’s Enterprise Risk Management Committee collaborate to oversee the Company’s key enterprise risks and related strategies.
management.
Responsible Party | Oversight area | ||||||
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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 |
Our program and practices in these areas include the following:
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● | 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. | ||||||
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● | 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. | ||||||
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Data Privacy Program.We have invested in resources and technology to meet the evolving data privacy regulatory requirements. | ||||
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BOARD OVERSIGHT OF COVID-19 IMPACT AND COMPANY RESPONSES
As the COVID-19 pandemic developed, the Board and its committees oversaw, and continue to oversee, its impact on the Company’s businesses, operations, team members, healthcare providers and clients and regularly reviews with management the various measures being taken to (1) protect the health and well-being of our team member and healthcare professionals, (2) maintain continuity of service for clients and healthcare professionals, (3) adapt and respond to the rapidly changing demand landscape and regulatory environment and (4) manage the Company’s financial performance. In addition to discussing the impact of COVID-19 and the Company’s strategic response to it at each regular Board meeting, the Board also convened two additional Board meetings to specifically discuss with management COVID-19’s impact on the Company and the measures the Company is taking, or considering to take, in response to the pandemic.
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Corporate Governance
● | Use of Third Parties.Beyond our in-house capabilities we engage with security and technology vendors to assess our program and test our technical capabilities. |
● | Risk Transfer.We maintain insurance coverage to limit our exposure to certain events, including network security matters. |
AUDIT COMMITTEE RISK OVERSIGHT
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 assistsreceives regular, and at least quarterly reports, on any notable incidents that may have occurred during the quarter and oversees any disclosure obligations that may arise from any such breach.
Executive Performance, Talent Management and Succession Planning Oversight
The Talent and Compensation Committee of the Board reviews the CEO’s performance annually in fulfillingconnection with its financialreview of executive officer compensation. Additionally, the Committee evaluates and internal controls oversight responsibilities, as well as our processes to manage our technology security and enterprise risk. In performing these functions,determines the Audit Committee meets periodically with the independent auditor, management, and internal auditors (including in private sessions) to review their work and confirm that they are properly discharging their respective responsibilities.
In 2020, the Audit Committee did not identify any significant deficiencies or material weaknesses in the Company’s internal controls over financial reporting. In addition, the Audit Committee determined that our processes to manage our enterprise, business and financial risks are effective and comply with applicable legal and ethical requirements as well as our internal policies and procedures.
INTERNAL AUDIT
The Company has an internal audit function that is responsible for providing assessments of internal controls, processes, identifying risks, promoting risk and controls awareness in the Company, and providing advice to the Company’s management and the Board’s Audit Committee on what policies, processes and controls are necessary to manage risk effectively and efficiently. The headcompensation of the internal audit function reports functionallysenior executives who report directly to the Chair of the Audit Committee and administratively directly to the Company’s Chief Financial Officer. The Audit Committee Charter specifically provides that the head of the internal audit function is accountable to the Audit Committee and that the Audit Committee has the ultimate authority and responsibility to appoint, retain, evaluate and replace the head of the internal audit function.
COMPENSATION COMMITTEE RISK OVERSIGHT AND RISK RELATED TO EXECUTIVE COMPENSATION
The Compensation Committee is responsible for analyzing the risks associatedher. In accordance with our compensation and human capital management practices. The Compensation Committee designs 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 revenue and profitability performance to reachCorporate Governance Guidelines, succession planning is considered at least annually by the target level, and (iii) require significant revenue and profitability growth 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 we believe difficult to achieve, is not viewed to be atBoard, with 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 believes the use ofdiscussion guided by a long-term incentive award program that includes awards with three-year performance periods balances risk and rewardreport provided by discouraging excessive risk that could threaten our long-term value but encourages innovation to drive short- and long-term value and performance. 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 emphasis 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 the Company’s financial and operational performance.
CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE RISK OVERSIGHT
The Governance and Compliance Committee oversees risks associated with our corporate governance practices, leadership succession process, clinical quality program and our ethics and compliance programs, including our healthcare, clinical, employment and privacy regulatory compliance practices. As part of its oversight, the Governance and Compliance Committee reviewsCommittee. These discussions consider recommendations, evaluations and development plans for potential successors and occur with and without the Company’s practices related to corporate governance, corporate social responsibility and regulatory compliance to ensure that its corporate governance and compliance structures provide a foundation for achieving sustainable performance and long-term shareholder value. This responsibility goes hand in hand with its oversight of the Company’s leadership succession process to not expose the Company to talent gaps and the consequences flowing from such gaps.
The Governance and Compliance Committee also reviews and discusses with our management relevant quality metrics, performance improvement, compliance with certification standards and related laws and regulations as well as our enterprise risk management processes relating to the quality of our services and compliance with regulatory requirements. The Governance and Compliance Committee believes the Company’s sound corporate governance practices, ethics and compliance infrastructure, 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.
CEO present.
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Corporate Governance
Sustainability and Social Impact
CORPORATE SOCIAL RESPONSIBILITYOur Journey and Accolades
Our ESG Pillars
We are committed to growing our business in a sustainable and socially responsible manner because it is fundamental to our aspiration to beOur ESG strategy focuses on four priority areas where we see the most trusted and influential force in helping healthcare organizations provide a quality patient care experience that is more human, effective and achievable. We realize that certain ESG issues can significantly impact our reputation and financial and operational performance over the long-term and interfere with the achievement of our vision, which is why we proactively workmeaningful opportunities to mitigate these risks by continuing to evolve and build on our CSR infrastructure and strategies each year. In 2020, we increased our investments in diversity, equality, equity and inclusion to further demonstrate our commitment to social justice. We also responded to our shareholders call for transparency surrounding environmental and social risks by publishing new sustainability disclosures to our corporate website. Our corporate purpose and culture play an integral role in AMN’s ability to generate sustainable profits and make a positivedrive measurable impact on our stakeholders, so we strivebusiness, 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 create a values-based culture of innovation that allows our team membersSustainability and healthcare professionals achieve their personal and professional goals. To advance our mission and core values, we strive to promote a performance and values-based culture that aligns our businessSocial Impact
Our ESG strategy with the development of our people and fosters a diverse and inclusive culture. Our commitment to a strong ethical culture starts at the top of our organization with the Board of Directors, and our executive management team sets the tone each and every day. The Company’s Code of Conduct is designed to help management preservesolidify our ethical culturebusiness resilience and is premised on the core belief that achieving measurable results in important ESG initiatives provides us with a competitive advantage by servingimproving stakeholder engagement, supporting talent acquisition and retention, and driving innovation and cost savings, ultimately positioning AMN Healthcare as guide for our daily decisionsthe employer and actionsstrategic partner of choice. As the leader in alignmenthealthcare 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.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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Our Board and its committees regularly and carefully review key governance documents to ensure they contain what we believe to be best practices and policiesCorporate 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 objectivescorporate governance strategy is to promote transparent disclosure to our stakeholders on an ongoing and the values-based cultureconsistent basis, so we strive to promote. We publish these documents, among others, under the “Governance” section of the “Investors“Investor Relations” page on the Company’s website at www.amnhealthcare. com. We also make these materials available in print to any shareholder upon request.
OUR CSR GOVERNANCE, STRATEGY AND PRACTICES
The Board oversees our CSR strategyhttps://ir.amnhealthcare.com/governance/governance-documents. Documents, reports and related ESG practices. Our management team is responsible for creating and fostering a culture that reflectsinformation on the Company’s core values, ethics, purpose, vision and social responsibility as the foundation for advancing the Company’s overall long-term strategy. More specifically, we have establishedwebsite are not incorporated by reference in this proxy statement.
Risk Management
Risk management is an enterprise-wideintegral component of AMN Healthcare’s business strategy, to identify, manage and report on ESG risks and opportunities that involves oversight by the Board and management. To achieve this, key strategic and operational decisions are filtered through an ESG and sustainable business practices lens to ensure they align with our Company culture, and operations, so our Board’s oversight role and governance practices continue to evolve to support the sustainability of our long-term operational and financial performance.
OUR CSR ECOSYSTEM
We believe that investing in our stakeholders promotes the long-term sustainabilityresilience 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 are committedcan achieve the greatest impact. To support the continuous evolution of these practices, we develop strategies to delivering sustainablemonitor 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 to all AMN stakeholders, which includesa culture of transparency in our healthcare professionals, team members, local and global communities, supplier partners, shareholders, clients and their patients. Corporate social responsibility represents our commitment to sustainable, economicsustainability and social progress by creating a positive impact on all AMN stakeholders. Below is an illustration of AMN’s holistic CSR ecosystem, its key components and the stakeholders we serve.
Corporate Governance
SUSTAINABILITY REPORTING
We have reported on our CSR programs since 2016 and each year we strivedisclosures to report more robustly. Transparency and accountability surrounding our CSR infrastructure and key risk is critical to maintaining thebuild trust and support ofwith our stakeholders and demonstrates the effective leadership and governance principles that our shareholders expect. Last year, we responded to our shareholders’ call for companies to report more substantively on ESG risks by publishing new reports thatpromote accountability. Our current impact disclosures align with investor-driven frameworks established byincluding the Task ForceTaskforce on Climate-RelatedClimate-related Financial Disclosures (“TCFDTFCD”) and, the Sustainability Accounting Standards Board (“SASB”), and Global Reporting Initiative (“GRI”). We regularly evaluate the effectiveness and scope of our impact reporting by analyzing external reporting frameworks, and implementing feedback from our shareholders and other stakeholders. To this end, in 2023, AMN Healthcare responded to the CDP Climate Change Questionnaire for the first time.
Carbon Disclosure Project Inaugural Response | Science-based targets submitting for validation in 2024 | Task Force on Climate-related Financial Disclosures Fourth TCFD report published |
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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 Company’s most recent SASBnew office space features an open, collaborative atmosphere designed to empower team members through the integration of dynamic spaces and TCFD disclosures can be foundstate-of-the-art technology. Our new headquarters is responsive to iterative feedback and will enable our Company to continue to attract and retain top-tier talent.
We also rewarded our team members for their hard work and incredible contributions in this challenging environment by launching the first offering period for our Employee Stock Purchase Plan to help attract, motivate and retain employees and to provide a way for our employees to acquire and maintain an equity interest in our company, further aligning their interests with those of our shareholders. We also announced a newly added feature to our AMN Healthcare 401(k) Retirement plan, a Roth 401(k) option beginning January 1, 2024.
We recognize that our team members and healthcare professionals may need extra support in times of crisis, which is why AMN Healthcare established two funds – AMN Team Member Hardship Fund and AMN Caring for Caregivers Fund – which enable corporate team members and healthcare professionals to receive financial support for life-threatening events or serious illnesses, natural disasters, funeral costs, or other events causing financial strain. This support is in addition to the insurance and other benefits and employee assistance programs available to support our team members and healthcare professionals.
AMN Team Member Hardship Fund and Caring for Caregivers Fund ●$411,000 dispersed to 122 team members through the AMN Team Member Hardship Fund ●$219,000 dispersed to 72 healthcare professionals through the Caring for Caregivers Fund |
In addition to the work we do every day at AMN Healthcare, we reinforce our mission to empower the future of care and foster a stronger, more cohesive society through community service and charitable giving. We are proud to support and partner with nonprofits that are dedicated to encouraging diversity and driving equity, as we share those values. We have committed to supporting nonprofits that align with our holistic approach and goals toward health equity. We also recognize that AMN Healthcare is at its best when team members have the opportunity to support causes they care about. That is why we offer eight hours of paid time off for volunteering to our team members and encourage them to give back to their communities in personally meaningful ways. Being a healthcare industry leader demands purpose, a commitment to serve our communities, and the drive to use our resources for the greater good. To this end, we strive to create a meaningful impact and actively engage in philanthropy and community service to create a stronger, more cohesive society that supports our purpose and mission. Our core values act as a compass to our commitment to social impact, and we align our charitable giving efforts with these values to help organizations and communities flourish.
AMN Charitable Investments ●In 2023, we disbursed $2+ million to support access to health and the healthcare workforce diversity, resilience, pipeline and wellness. |
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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 positive impact our diverse team has on the Company’s websitehealthcare industry. We strive for workforce diversity that reflects U.S. demographics and are incorporated into our 2020 Corporate Social Responsibility Report at the following link: https://www.amnhealthcare.com/corporate-social-responsibility/.
Our TCFD disclosure details our approachtrack progress on recruitment, promotion, and retention to governance, strategy, risk managementassess compositional diversity and targets surrounding climate change, including specific risksrepresentation of gender, race/ethnicity, sexual orientation, disability, age, and opportunities associated with the transition to a lower-carbon economy. Our SASB disclosure addresses the sustainability issues identified by SASB as most likely to impact the operating performance or financial conditionveteran status, across all levels of the typical companyorganization.
We believe that our diverse workforce and inclusive environment drives better outcomes which has made us the leader in our industry regardlesstotal 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 location. As partAMN Healthcare. Our corporate workforce reflects the diversity of the professionalcommunities that we serve, which strengthens us, our clients and commercial services industry, our SASB disclosure discusses our approachcommunities.
Our Diverse Footprint |
The diverse backgrounds and experiences we seek to managing risks and opportunities related to (1) data security, (2) professional integrity and (3) workforce diversity and engagement.
Our commitment to building and sustaining an industry-leading CSR program is further demonstrated by our integrationrepresent are broad. As of the United Nations Sustainable Development Goals (“SDGs”) into our enterprise-wide CSR strategy beginning in 2021. To accomplish this, the Company’s leadership responsible for overseeing its ESG infrastructure evaluated each of the 17 SDGs and identified the SDGs illustrated below as the SDGs most aligned with the Company’s long-term strategy.
Beginning in 2022,December 31, 2023, we will begin disclosing our CSR long-term strategy, our targets and metrics and communicating our progress towards achieving these goals.
OUR HUMAN CAPITAL MANAGEMENT STRATEGY
A foundational elementare proud that: 69% of our ESG infrastructure is our human capital management strategy. Our healthcare professionals and team members are key assetswomen; 63% of our leaders are women; 56% of our Board of Directors are women, and that team members, leaders and our Board of Directors from historically underrepresented groups are 43%, 35% and 33%, respectively. Additionally, our team is 57% Millennials, 32% Generation X, 6% Baby Boomers, and 5% Generation Z.
AMN Healthcare was again named to the Bloomberg Gender-Equality Index and received a top ranking in the Human Rights Campaign’s Corporate Equality Index. In recognition of our drive to create a more inclusive workforce, in 2024 we believe allow us to deliver long-term sustainable valuewere recognized as one of America’s Greatest Workplaces for Diversity by Newsweek magazine.
Our professional development education assistance program provides reimbursement to our stakeholderscorporate team members to advance their knowledge and skills through certificate and degree programs. We offer leadership development curricula led by our team of learning and talent development professionals for new leaders, called LEAD at AMN, as well as a leadership curriculum for our individual contributors who are interested in leadership positions, our emerging leaders program. To assess the Board and management team strongly believe that AMN’s future success largely depends on the caliber of our talent and the full engagement and inclusion of our team members and healthcare professionals. With this objectivetake action to mitigate risks associated with workforce engagement, development and retention, in mind,2023 we identifyconducted our annual survey to assess team member engagement, with 85% enterprise participation. Based on the feedback we received, which was discussed with our Board, we incorporated several initiatives and monitorareas of focus into our human capital management strategic plan.
Workplace
We strive to embed a culture of inclusion in every aspect of our work recognizing that nothing we do is possible without the right talent bringing diverse perspectives. We understand the necessity of fostering a sense of belonging among our team members, which is why we continue to invest in and grow opportunities for team members to connect and build communities through our Employee Resource Groups (“ERGs”) and our Diversity Champions program. We believe investing in our ERGs and our Diversity Champions drives engagement and increases our team members’ individual and collective visibility and leadership, empowers inclusion, and strengthens a culture of belonging. Each of these groups is sponsored by members of our executive team who participate in meetings, provide guidance and professional development as well as amplify the voices of team members across the organization. This ensures their impacts are meaningful and aligned with the Company’s overall DEI strategy to drive innovation and collaboration.
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 riskscourses 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 opportunitiesnewly hired leaders are required to complete an Inclusive Leadership course that are centralcenters 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. |
40 | AMN Healthcare | 2024 Proxy Statement |
Corporate Governance
Marketplace
Our commitment to DEI extends to our long-term strategic objectives, such as our diversity, equality and inclusion program, team member engagement, professional development and employee health and safety to ensure we are delivering on our commitment to promote a purpose-driven and values-based culture that is centered around business ethics and professional integrity.
AMN HEALTHCARE PROMOTES INCLUSION IN THE:
DIVERSITY, EQUALITY AND INCLUSION
Social and racial justice was an important issue in 2020 and continues to be at the top of mind of many Americans in 2021. Our diversity, equality and inclusion philosophy is grounded in the belief that we should respect all voices, seek diverse perspectives, and succeed when we act together as a positive force for all humanity. We have an opportunity to influence each other, our industry,supplier partners and our communities by fostering acommunity health partners. We actively engage diverse team. We are committedsuppliers and identify new opportunities to actively engaging in building an organizationsupport and society where equality isgrow small, minority, women, LGBTQ+, and veteran-owned businesses. By prioritizing supplier diversity, we positively impact the norm, equity is achieved, and inclusion is universal so that we may all thrive. While AMN has long been known as a championoverall socio-economic health of diversity, equality and inclusion, we accelerated our efforts in response to the COVID-19 public health crisis and the racial injustice that transpired in 2020 to make a positive impact on our workplace, marketplace and the communities we serve. JusticeIn 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 fundamentalcommitted to significantly reducing our core values, so we took specific actions to demonstrateenvironmental 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 diversity, equalityembed sustainability in our business, we monitor emerging climate risks and inclusion.opportunities, and continually evaluate how they may align or impact our business objectives and goals.
Increasing Sustainability Reporting Transparency
We are actively working to increase our transparency to stakeholders on how we manage and mitigate climate-related risks and opportunities. In July, we became one of the more than 15,000 companies disclosing data through Carbon Disclosure Project (“CDP”). We also released our 2022 Task Force on Climate-related Financial Disclosures Report (“TCFD”) along with our Global Reporting Initiative (“GRI”) framework responses, both of which outline to stakeholders how we are working to realize our enterprise climate strategy.
Setting Science-Based Greenhouse Gas Emission Reduction Targets
We have set short-term and long-term Science Based Targets for our Scopes 1, 2, and 3 GHGe and are submitting those targets to the SBTI for validation.
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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.
Throughout 2020, we continuedAMN Healthcare makes limited direct political contributions to expandU.S. state and local candidates in accordance with our talent sourcing effortsCorporate Political Activities Policy. AMN Healthcare occasionally participates in the political process by providing financial support to ensurestate or local ballot initiatives relating to specific issues that we are attractinghave a more diverse slate of candidates. To further this effort and promote transparency surrounding these initiatives, we disclose certain diversity metricsdirect impact on our corporate websitebusinesses. 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 measurevalues 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 efforts through market surveys such ascompany, 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 Bloomberg Gender-Equality Indexpublic policy process, we participate in certain industry trade organizations representing the interests of the healthcare, healthcare workforce, staffing industry, and the Human Rights Campaign Corporate Equality Index, both of which have recognized AMN as a leader for at least three consecutive years.broader business community with purposes that include, but are not limited to education about the industry, issues affecting the industry, and industry best practices and standards. We also hold leadership accountable for diversity-related goals. Our team manages diversity metrics and tracks annual goals at both an enterprise and department level, and progress against these goals is consideredmay not always support every position taken by our management when making compensation decisions fortrade associations or the other members, however, we believe our leaders.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.
In 2021, we plan to capitalizeOur complete Corporate Political Activities Policy can be found on our 2020 efforts by encouraging more team members to engage through our expanded networkwebsite at https://ir.amnhealthcare.com/governance/ governance-documents.
Policies and Procedures Governing Conflicts of Employee Resource Groups (“ERGs”). Research indicates that team member engagementInterest and retention is positively impacted if team members are involved in an ERG. To build an inclusive infrastructure of ERGs that closely aligns with the diverse interests and backgrounds of our team members, the Company has invested into and dedicated the resources necessary for our team members to establish and build the ERGs. As of December 31, 2020, the Company actively supports seven ERGs and approximately 29% of our corporate team members are members of an ERG and we look forward to continuing to build on our ERG infrastructure and participation rate in 2021.Related Party Transactions
Our Corporate Governance
POLICIES AND PROCEDURES GOVERNING CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS
The Governance Guidelines, our Code of Conduct and the Company’s Related Party Transactions Policy collectively establish the Company’s procedures related to conflicts of interest and related party transactions.
Under these policies, directors and executive officers must promptly notify the Company’s Chief Legal Officer in advance of any potential “related party transaction” that the Company would be required to disclose publicly under Item 404 of Regulation S-K promulgated under the Securities Exchange Act of 1934.Act. Potential related party transactions involving the Chief Legal Officer must be disclosed to the CEO. If the Chief Legal Officer or CEO, as the case may be, determines that a potential related party transaction would be an actual related party transaction, if consummated, such matter must be referred to the Governance and Compliance Committee for review and approval. Any transaction involving a director, regardless of amount, must be referred to the Governance and Compliance Committee. The Governance and Compliance Committee may approve the transaction if it determines that consummation of the transaction is in the best interests of the Company’s shareholders.
Further, our policies require our directors and executive officers to avoid any action, position or interest that conflicts with an interest of the Company or gives the appearance of a conflict. Any potential conflict of interest involving our directors or executive officers must be reported in advance to the Chairman of the Board and Chief Legal Officer, with potential conflicts of interest involving the Chief Legal Officer having to be reported in advance to the CEO.Officer. If the Chief Legal Officer or CEO, as the case may be, determines that an actual conflict of interest may exist, then the matter must be referred to the Governance and Compliance Committee for review. If the Governance and Compliance Committee determines that an actual conflict exists, the Company is required to implement guidelines and procedures necessary to remove the conflict.
Certain Transactions
Any conflict of interest issue involving any other team member is reviewed by an attorney in our Legal Department. If the attorney believes that an actual conflict of interest issue exists, then the attorney submits the conflict of interest issue to our Chief Legal Officer. If our Chief Legal Officer determines that an actual conflict exists, then the Chief Legal Officer decides what steps should be taken to remove the conflict.
CERTAIN TRANSACTIONS
In December 2019, the Governance and Compliance Committee evaluated a potential transaction involving the Company and Randstad North America pursuant to which the Company and Randstad North America would agree to jointly pursue and service third parties’ contingent staffing needs. The Governance and Compliance Committee evaluated this transaction as a potential “related party transaction” under Item 404 of Regulation S-K because Ms. Rebecca Henderson holds the position of CEO of Randstad Global Businesses, and Ms. Henderson is the spouse of the Company’s former President of Professional Services and Staffing, Mr. Ralph Henderson, who was an executive officer and whose employment with the Company ended on May 1, 2020. While the nature of the transaction does not currently contemplate any direct payments between the parties in excess of $120,000, the Governance and Compliance Committee believed the transaction will likely benefit each of the Company and Randstad in excess of this amount and evaluated the transaction under the Company’s Related Party Transaction Policy. The Company understands that Ms. Henderson is not directly compensated on the basis of the financial performance of Randstad North America, which is a Randstad portfolio company for which she is not responsible.
After reviewing and considering the terms of this proposed transaction, the Governance and Compliance Committee determined that its consummation is in the best interests of the Company’s shareholders, and it is being negotiated on an arm’s-length basis between the parties. The Governance and Compliance Committee also determined that, based on its review of the processes and guidelines in place to limit Mr. Henderson’s involvement in the proposed transaction, consummation of the proposed transaction and the Company’s performance under the transaction did not constitute a conflict of interest involving Mr. Henderson. Subsequent to the review of this proposed transaction by the Governance and Compliance Committee, the parties entered into a definitive agreement on January 20, 2020 and are currently performing the terms of such agreement.
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 2020,2023, we continued a commercial relationshiprelationships 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 provides home health contingent staffing services to the Company.and Orlando Health. The approximately $1.8$270 thousand and $2.8 million in fees that we received from LHC Group and Orlando Health, respectively, in 20202023 were negotiated on an arm’s-length basis and are within the categorical independence standards that the Board has adopted. TheNeither relationship does not preventprevents Ms. Fontenot from qualifying as an independent director under the categorical independence standards, and the Board considers Ms. Fontenot to be an independent director.
AMN Healthcare | 2024 Proxy Statement |
Corporate Governance
Board and Committee Structure
BOARD AND COMMITTEE STRUCTUREBoard 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 our day-to-day leadership and performance, while the Chair of the Board, Mr. Wheat, leads the Board in overseeing our strategy, provides guidance to our CEO and presides over meetings of the Board.
Douglas D. Wheat | ||||
Chair
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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
●Is deeply committed to our values and mission while driving long-term shareholder value;
●Increases the independent oversight of the Company and partners with the Talent and Compensation Committee to oversee the performance and compensation of our CEO;
●Acts as an independent spokesperson for the Company to our ●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. |
● | Serves as Chair of regular sessions of the Board and manages the overall Board process. |
● | Leads the Board in anticipating and responding to crises. |
● | 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. |
AMN Healthcare | 43 |
Corporate Governance
Committees of the Board
We have standing Audit, Corporate Governance and Compliance and Talent and Compensation Committees. We also have an Executive Committee that meets periodically, as necessary, to oversee the Company’s business development strategy and to approve related transactions.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.
We describe the current functions and members of each committee below. A more detailed description of the functions, duties and responsibilities of the Audit, Corporate Governance and Compliance and Talent and Compensation Committees is included in each Committee’s charter and available in the link entitled “Governance” located within the “Investor Relations” tab of our website at www.amnhealthcare.com.https://ir.amnhealthcare.com/governance/governance-documents.com.
The table below provides current committee memberships and fiscal year 20202023 committee meeting information:
Director | Audit(1) | Compensation(2) | Corporate Governance and Compliance(3) | Executive | ||||
Mark G. Foletta | Chair | |||||||
R. Jeffrey Harris | Chair | Member | ||||||
Michael M.E. Johns, M.D.(4) | Member | Member | ||||||
Martha H. Marsh | Chair | |||||||
Susan R. Salka | Member | |||||||
Teri G. Fontenot | Member | Member | ||||||
Sylvia Trent-Adams | ||||||||
Douglas D. Wheat | Chair | |||||||
Daphne E. Jones | Member | Member | ||||||
Committee Meetings and Actions by Written Consent | ||||||||
Total Committee Meetings | 9 | 7 | 5 | 1 | ||||
Actions by Written Consent | 0 | 3 | 0 | 2 |
Director | Audit(1) | Talent and Compensation(2) | Corporate Governance and Compliance(3) | Executive |
Mark G. Foletta | ||||
R. Jeffrey Harris | ||||
Jorge A. Caballero | ||||
Martha H. Marsh(4) | ||||
Cary Grace | ||||
Teri G. Fontenot | ||||
Sylvia Trent-Adams | ||||
Douglas D. Wheat | ||||
Daphne E. Jones | ||||
Committee Meetings and Actions by Written Consent | ||||
Total Committee Meetings | 9 | 7 | 12 | 3 |
Actions by Written Consent | 0 | 4 | 0 | 0 |
Chair | Member |
(1) | The Board has determined that all Audit Committee members (A) are financially literate, and (B) meet the criteria for independence set forth in Rule 10A-3 under the Exchange Act, and Section 303A of the NYSE Listed Company Manual. The Board further determined that Jorge A. Caballero, Mark G. Foletta and Teri G. Fontenot are each an “Audit Committee Financial Expert” as defined by SEC Rules and Regulations. |
(2) | The Board has determined that all members of the Talent and Compensation Committee meet the standards for independence required by the NYSE. |
(3) | The Board has determined that all members of the Corporate Governance and Compliance Committee meet the standards for independence required by the NYSE. |
(4) |
AMN Healthcare | 2024 Proxy Statement |
Corporate Governance
AUDIT COMMITTEE
Audit Committee | Total Committee Meetings: 9 | Attendance: 100% | |||
Teri G. Fontenot (Chair) | Members: | |||
Mark G. Foletta | Daphne E. Jones
| Jorge A. Caballero |
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● | reviews with our independent registered public accounting firm the scope of its audit, its audit report, and its recommendations,
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● | considers the possible effect on the independence of such firm in approving non-audit services requested of it,
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● | reviews disclosures made by our CEO and CFO in connection with the certification of our periodic reports,
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● | reviews and discusses with management significant technology strategic initiatives, operations, and risk,
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● | 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
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● | 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. |
●Received quarterly updates and oversaw the | ||
●Annual review of the Company’s risk management program and oversight of the enterprise risk management process. ●Oversaw the relationship between the Company’s finance team and its independent auditor to ensure an effective | ||
process. |
AMN Healthcare | 45 |
Corporate Governance
COMPENSATION COMMITTEE
Talent and Compensation Committee | Total Committee Meetings: 7 | Attendance: 100% | |||
Martha H. Marsh (Chair)
| Members: | |||
R. Jeffrey Harris |
Mark G. Foletta | Sylvia Trent-Adams |
● | establishes the executive compensation philosophy for the Company,
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● | designs executive compensation programs to attract,
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● | reviews, and, when appropriate, administers and makes recommendations to the Board
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● | prepares the Compensation Committee Report, approves the financial performance measures that were used by the Company to link compensation paid to the Company’s executives to performance for the most recently completed fiscal year, and oversees the preparation of our compensation disclosure and analysis to be included in our annual proxy statement and recommends its inclusion in the annual proxy statement to the Board,
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● | recommends the proposals on “say-on-pay” and the frequency of the “say-on-pay” vote that are required by SEC rules,
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● | reviews our incentive compensation arrangements generally to determine whether they encourage excessive risk-taking,
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● | evaluates the performance of our CEO, and
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● | oversees the Company’s human capital management strategy, including talent recruitment, retention and engagement and its diversity, |
For further information about the responsibilities of the Talent and Compensation Committee, please see the Compensation Discussion and Analysis portion of this proxy statement below.
Key 2023 Activities ●Oversaw human capital infrastructure project designed to mitigate key risks related to talent and support the Company’s growth strategies. ●Oversight of DEI initiatives to increase representation of team members from historically underrepresented communities across all levels of the ●Oversight of the | ||
●Oversight of the creation of the positions of Chief Growth Officer and ●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 |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONCorporate Governance
Compensation Committee Interlocks and Insider Participation
The Talent and Compensation Committee, whose members are Ms. Marsh, Mr. Harris, Mr. Foletta, and Dr. Johns, and Ms. JonesTrent-Adams consists exclusively of non-employee, independent directors, none of whom has a business relationship with us, other than in his or her capacity as director, or has any interlocking relationships with us that are subject to disclosure under the rules of the SEC related to proxy statements.
Talent and Compensation Committee Consultant Independence
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.
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Corporate Governance
CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE
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| 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,
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● | oversees the Company’s ESG strategies and practices, including its governance
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● | periodically evaluates the Code of Conduct and the Governance Guidelines,
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● | reviews the performance of the Board and its committees on an annual basis,
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● | 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,
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● | reviews and evaluates succession planning for the CEO and other members of our executive management team,
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● | oversees our shareholder engagement program as it relates to corporate governance issues and considers feedback provided by our shareholders, |
● | reviews related party transactions, and
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● | 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. |
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●Oversaw the
●Oversaw the continued development and effectiveness of the Company’s |
Compliance Program ultimately resulting in the Company’s receiving Ethisphere’s Compliance Leader Verification®. |
AMN Healthcare | 2024 Proxy Statement |
Corporate Governance
EXECUTIVE COMMITTEE
Executive Committee | Total Committee Meetings: 3 | Attendance: 100% | |||
Douglas D. Wheat (Chair) | Members: | |||
R. Jeffrey Harris
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Cary Grace | |
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●Oversaw the Company’s
●Oversaw the Company’s business development strategies and
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Meetings and Attendance
Director attendance at 6 board meetings and 31 committee meetings in 2023 |
Executive Sessions
The Board has executive sessions at each regularly scheduled Board meeting during the year, for which our management director, Ms. Salka,Grace, is not present.
More Information
You can learn more about our corporate governance by visiting https://ir.amnhealthcare.com/, where you will find our Corporate Governance Guidelines, each standing committee charter, and Director Independence Standards. AMN Healthcare has adopted a comprehensive Code of Conduct that applies to the CEO, CFO, Controller, and other senior financial and executive officers, as well as the Board of Directors and other employees. It is also available at https://ir.amnhealthcare.com/. Each of the above documents is available in print upon written request to the Office of the Corporate Secretary, AMN Healthcare Services, Inc. 2999 Olympus Blvd, Suite 500, Dallas, TX 75019 (469) 524-1473, or by email request to officeofthecorporatesecretary@amnhealthcare.com Attn: Corporate Secretary. Documents, reports and information on the Company’s website are not incorporated by reference in this proxy statement.
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Corporate Governance
DIRECTOR COMPENSATION ANDOWNERSHIP GUIDELINES
Members of the Board who are not employees of the Company receive compensation for their service in the form of cash and equity. We refer to these directors as “Independent Directors.” Each form of compensation is evaluated by the Talent and Compensation Committee on an annual basis.
The Talent and Compensation Committee believes director pay should be aligned with the long-term interests of our shareholders, so it gives substantial weight to the equity component, which represented approximately two-thirds of our Independent Directors’ median total compensation in 2023.
Director Cash Compensation
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We pay our Independent Directors an annual cash retainer that is paid in advance on a quarterly basis. We do not pay any meeting fees to our directors. The ChairmanChairperson of the Board and Committee Chairpersons and one Executive Committee member receive an additional annual retainer for their services. We also reimburse directors for out-of-pocket expenses incurred in connection with their service. Annual retainers are paid in four equal quarterly installments. The table 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) |
| AMN Healthcare | 2024 Proxy Statement |
DIRECTOR EQUITY COMPENSATIONDirector Compensation and Ownership Guidelines
Director Equity Compensation
We typically grant full-value equity awards to Independent Directors upon appointment or election to the Board, and annually thereafter during the director’s term. Because we believe that director compensation should be weighted in equity, we anticipate that we will continue to grant annual equity awards to our Independent Directors for the foreseeable future. The aggregate grant date fair value, which we refer to as AGD Fair Value, of such equity awards for 2023 is $140,000,$160,014, which we believe aligns with the market for independent director compensation.
Corporate Governance
On April 22, 2020,May 17, 2023, each Independent Director serving on the Board at such time received an equity award of 2,8261,681 restricted stock units, which we refer to as RSUs. The RSU awards issued to our Independent Directors vest on the earlier of the one-year anniversary of the grant date or the 2021 annual meeting2024 Annual Meeting of shareholders,Shareholders, provided such director remains in service and eachthrough such date. Each director was also given the option to defer receipt of the shares underlying the RSUs until his or hertheir separation of service from the Board. Independent Directors that are elected to the Board at a time other than in connection with our annual meeting of shareholders receive an equity award upon election in an amount equal to the pro rata annual grant value approved for Independent Directors for the anticipated service time from his or her date of election through the Company’s next annual meeting of shareholders. The chart belowon the right illustrates a breakdown of the current annual compensation of our Independent Directors, excluding committee retainers.
Independent Directors |
Cash vs. Equity Compensation
Director Compensation Table
The following table reflects compensation that our directors earned during fiscal year 2020.2023. The table does not include Ms. Salka,Grace, who received no additional compensation for her service as a director. Ms. Grace’s compensation as our President and CEO is described in the “Executive Compensation” section below.
Name | Fees Paid in Cash ($) | Fees Paid in Stock ($)(1) | Total ($) | |||
Mark G. Foletta | 97,375 | 140,028 | 237,403 | |||
R. Jeffrey Harris | 81,125 | 140,028 | 221,153 | |||
Michael M.E. Johns, M.D. | 67,375 | 140,028 | 207,403 | |||
Martha H. Marsh | 82,375 | 140,028 | 222,403 | |||
Andrew M. Stern(2) | 21,731 | — | 21,731 | |||
Sylvia Trent-Adams | 17,500 | 70,001 | 87,501 | |||
Douglas D. Wheat | 167,375 | 140,028 | 307,403 | |||
Daphne E. Jones | 67,375 | 140,028 | 207,403 | |||
Teri G. Fontenot | 67,375 | 140,028 | 207,403 |
Name | Fees Paid in Cash ($) | Fees Paid in Stock ($)(1) | Total ($) | |||
Mark G. Foletta | 101,250 | 160,014 | 261,264 | |||
R. Jeffrey Harris | 93,750 | 160,014 | 253,764 | |||
Martha H. Marsh | 106,250 | 160,014 | 266,264 | |||
Jorge A. Caballero | 95,604 | 160,014 | 255,618 | |||
Sylvia Trent-Adams | 86,250 | 160,014 | 246,264 | |||
Douglas D. Wheat | 236,250 | 160,014 | 396,264 | |||
Daphne E. Jones | 86,250 | 160,014 | 246,264 | |||
Teri G. Fontenot | 104,958 | 160,014 | 264,972 |
(1) | The amount set forth in this column represents the AGD Fair Value of the |
(2) |
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 EQUITY OWNERSHIP REQUIREMENTDirector Compensation and Ownership Guidelines
Director Equity Ownership Requirement
Our Board believes that all directors should maintain a meaningful personal financial stake in the Company to further align their long-term interests with our shareholders. Accordingly, it is the Board’s desire that each non-management director willis required to hold Common Stock and vested but unsettled RSUs of the Company equal to a value of at least five times the director’s annual cash retainer (i.e., $350,000)$450,000 after April 1, 2023). The Company does not take into account the value of unvested RSUs and vested or unvested stock appreciation rights and options in determining whether a director meets our director equity ownership guidelines.
As of December 31, 2023, all AMN Healthcare non-management directors satisfy our director equity ownership guidelines, except for Mr. Caballero, who was appointed to the Board in December 2021, and Dr. Trent-Adams, who was appointed to the Board in October 2020.
Shares Held as Multiple of Annual Cash Retainer | Complies | |||
Mark G. Foletta | 23x | ✓ | ||
R. Jeffrey Harris | 72x | ✓ | ||
Martha H. Marsh | 43x | ✓ | ||
Jorge A. Caballero | 1.9x | —(1) | ||
Sylvia Trent-Adams | 4.8x | —(2) | ||
Douglas D. Wheat | 12x | ✓ | ||
Daphne E. Jones | 12x | ✓ | ||
Teri G. Fontenot | 9.4x | ✓ |
(1) | Mr. Caballero was appointed to the Board in |
(2) | Dr. Trent-Adams was appointed to the Board in October 2020 |
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.
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. |
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Section 14A of the Exchange Act, as amended by the Dodd-Frank Act, enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation ofpaid 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 20212024 Annual Meeting of Shareholders.
Our Board believes that AMN Healthcare’s long-term success as the leading total talent healthcare solutions company depends in large part on the attraction and retention of our named executive officers and the alignment of their compensation with the overall performance of the Company. Our compensation programs are designed to attract, retain, and properly incentivize executives and focus on the creation of shareholder value.
As described in detail in the Compensation Discussion and Analysis section below, we designUnder our executive compensation programs to, among other things, attract, motivate, and retain our named executive officers, whothat are critical to our success. Under these programs,focused on aligning pay with performance, we reward our named executive officers for the Company’s successfulshort- and long-term performance, including the achievement of specific pre-established performance metrics tied to annual and long-term operational, financial and strategic goals, and the realization of increased value for our shareholders.goals. The executive compensation packages paid tofor our named executive officers are substantially tied to our strategic objectives, financial plan, and total shareholder return and align with the interests of our shareholders. Thestakeholders 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 normal range of relevant market practices.
The Compensation Discussion and Analysis that follows details our compensation philosophy and the implementation of that philosophy against goals, including how we set compensation targets and objectives and evaluate each named executive officer against those targets and objectives to ensure performance is appropriately rewarded.
We ask that you support the compensation of our named executive officers as disclosed in our Compensation Discussion and Analysis and the accompanying tables contained in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation ofpaid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 20212024 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.”
Because your vote is advisory, it will not bind us, the Compensation Committee, or our Board. However, ourOur 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.
AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
2023 Pay and Performance
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATIONAmidst 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.
2020 was an extraordinary year for AMN. BeginningIn 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 firstmarketplace 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 COVID-19 pandemic disruptedhigh-demand locum tenens market. Additionally, with our continued focus on cost discipline, and in the entire globeface 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 impactedto streamline decision-making.
This year’s Compensation Discussion and Analysis highlights decisions made by the Company’sTalent and Compensation Committee in the context of AMN Healthcare’s 2023 financial and operational performance, in certain businessesincluding 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 varying degrees. Whenbuild our long-term growth. The Talent and Compensation Committee has primary oversight over the pandemic hit, the Company took steps to offset its impact on the Company’s 2020 financial performance by implementing cost saving measures to preserve financial flexibility amid uncertainty. Temporary cost saving measures consisting of reduced discretionary spending, reduction in third party contractors, unpaid time off for executives, furloughsdesign and suspensionexecution of the Company’s 401(k)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 deferred compensation matching contributions were taken duringaligns the second quarterinterests 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 ensureour 2021 EBITDA awards, our adjusted EBITDA performance exceeded target resulting in a payout of 134% of the Company maintained an appropriate cost structure. In addition, more permanent measures were taken, such as reductions in our office space portfolio and small reductions in force. Astarget amount. We also grant restricted stock units, the pandemic progressed and infection rates rose, demand for nursing and allied professionals hit record levels as clients and communities foughtinherent value of which is directly tied to provide care for infected patients. As a resultthe 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 flexibilitymetrics for the Company. The Talent and strong operational response to the pandemic, during the latter half of 2020 the Company was able to restore its previously implemented temporary cost savings measures and bring back team members previously furloughed or let go earlier in the year. The Compensation Committee believes that the Company’s effective response to the COVID-19 pandemic was central to the Company’s strong 2020 performance by establishing the flexibility structure necessary to navigate the volatile environment, serve its healthcare clientscombination of these longer-term equity and professionals and continue to execute its long-term strategy.
In February 2020, the Company also continued to execute on its long-term growth strategy by acquiring Stratus Video (currently known as AMN Language Services), an industry leading language services provider. The Compensation Committee believes that the strategic acquisition of Stratus Video uniquely positioned the Company to provide its clients with additional telehealth capabilities and solutions that have played a pivotal role in serving the needs of healthcare organizations and their patients during the pandemic.
As discussed in greater detail in the following Compensation and Discussion Analysis, the Company has two shareholder approved performanceannual cash incentive vehicles to reward strong operational and financial performance; cash bonus and equity plans. The Compensation Committee believes that these vehicles are effective to motivate retain and reward our executives, which is why they make up a substantial majority of the pay the Company provides to its executives.their total compensation packages. As a result of this pay-for-performance focusedcompensation structure, none of the Company’s named executive officers realized an amount at or slightly above their 2020 target compensation.
Driven by its 2020 strategic achievements and its strong response toreceived a bonus under the COVID-19 pandemic,Bonus Plan for the Company’s 2020financial components of the incentive program for the 2023 performance period, as the threshold for the revenue and pre-bonus adjusted EBITDA performance exceeded the Company’s 2020 financial plan by approximately $23.5 million (1%) and $39.9 million (13.5%), respectively. The Company’s 2020 financial plan, establishedgoals were not met. However, as a result of our leadership’s strong contributions in December 2019, excluded the financial impact2023 to our strategic objectives, all of the Company’s B4Health and Stratus Video businesses. Excluding the impact of these acquired businesses, the Company fell shy of its revenue and adjusted EBITDA targets by approximately 4% and 3%, respectively. In an effort to reward what the Compensation Committee believes to have been significant advances against the Company’s long-term strategy, which includes acquisitions to expand its technology solutions portfolio, the Company’s extremely strong 2020 operational performance, and incentivize our executive talent, the Compensation Committee included B4Health’s and Stratus Video’s revenue and adjusted EBITDA performance when approving the Company’s 2020 Senior Management Incentive Bonus Plan (the “Bonus Plan”) payouts but capped the payouts for the financial component of the Bonus Plan at 100% for the Company’s named executive officers. Theofficers did earn between 150% -175% of their respective targets possible under the Leadership Component for the 2023 performance period.
2024 Proxy Statement | AMN Healthcare | 57 |
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 Bonusexceptional performance in 2022, the 2022 Performance and Retention Plan performance measures and targets are described in more detailresulted in the following Compensation Discussionmaximum payout on May 1, 2023.
The Talent and Analysis.
The Compensation Committee believes that the Company’s pay-for-performancecompensation structure properly aligns pay with performance and appropriately incentsincentivizes executives without excessive risk andrisk. The Committee is comfortable that the outcomes under the Company’s incentive compensation plans reasonably reflectalign with the balance of short- and long-termCompany’s financial performance, and that the Company’s named executive officers continue to take the necessary actions today to achieve the Company’sour long-term strategic plan and continue to deliver shareholder value.sustainable value to our shareholders.
Table of ContentsPerformance Goals for 2024
Executive Compensation
APPROVAL OF PERFORMANCE GOALS FOR 2021
Looking to 2021,2024, the Talent and Compensation Committee established financial goals for performance-based compensation with thresholds, targets and maximums for Bonus Plan 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 achievementthe 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 Managementmanagement and, based on this review and discussion, has recommended to the Board that it be included in thisAMN Healthcare’s proxy statement.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
Martha H. MarshDaphne E. JonesMichael M.E. Johns, M.D.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 |
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis, which we refer to as the CD&A, provides a detailed description of the compensation objectives, philosophy, design, practices, and programs for AMN’sour named executive officers, that areand we listed those who served in this capacity during the 2023 fiscal year below. The Talent and Compensation Committee takes great care in exercising its oversight of the design of our comprehensive compensation program to attract, retain, and providingprovide incentives for talent to lead our organization in a manner consistent with our core values and that aligns with shareholders’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 for our named executive officers: (1) the objectives and philosophy, (2) the processes and criteria in place for proper oversight, (3) the design and components of our named executive officers’ total rewards program, and (4) how each component supports the Company’s business strategy.
Cary Grace President and Chief Executive Officer | ||||
Jeffrey R. Knudson Chief Financial Officer | ||||
Mark C. Hagan Chief Information and Digital Officer | Whitney M. Laughlin(1) Chief Legal Officer and Corporate Secretary | Denise L. Jackson(2) Former Chief Legal Officer and Corporate Secretary | ||
(1) | Ms. Laughlin was promoted to Chief |
Table of ContentsExecutive Summary
Executive Compensation
OUR COMPENSATION PROGRAM PHILOSOPHY AND OBJECTIVES
Our Executive Compensation Program Philosophy statesand 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. The principles described below are the foundationculture and commitment to corporate social responsibility.
2024 Proxy Statement | AMN Healthcare | 59 |
Executive Compensation
Our Executive Compensation Philosophy.Program Objectives
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With these principles in mind, we have designed and continually evaluate and modify, as necessary, our executive compensation program to support our strategic objectives of achieving above-market growth in revenue and profitability by (1) being the leader and innovator in healthcare total talent management solutions and services, (2) growing our overall revenue mix from strategic workforcetalent solutions and technology and (3) delivering a superior customer experience through operational excellence and agility.
To support AMN’sthe Company’s objectives, the Talent and Compensation Committee has designed a total rewards program for our named executive officers, includingwhich includes the following primary features that constitute the majority of our named executive officersofficer’s total compensation: (1) base salary; (2) annual bonuses; and (3) long-term incentive awards.
AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
EXECUTIVE COMPENSATION PRACTICES
Executive Compensation Practices
WHAT WE DO | |||
✓Executive Compensation Philosophy that reflects our commitment to long-term shareholder value, equal pay, corporate social responsibility and ✓Align Pay with Performance. executive’s compensation. ✓Reward for Increases in Shareholder Value. We grant performance restricted stock units, which we refer to as PRSUs, based on absolute and relative total shareholder return over a three-year performance period to reward named executive officers for above-market stock performance (relative to the Russell 2000 Index). ✓Focus on Our Long-term Goals. We utilize PRSUs RSUs, the inherent value of which, is directly tied to the value of the Company’s stock performance. ✓Strong Ownership officers to hold significant multiples of their annual retainer or base salary. | ✓Cap Incentive Awards. We cap payouts for both our ✓Incentives to Achieve Objective Key Financial Metrics. 70% of our annual cash bonus ✓ recruitment and staffing industries. ✓Independent Compensation Consultant. Our Talent and Compensation Committee utilizes the services of an independent and reputable compensation consultant, Frederic W. Cook, to provide pay recommendations. ✓“Double-trigger” Change in Control Provisions. Our equity award ✓Compensation Recoupment Policy. We have a Compensation Recoupment Policy consistent with the requirements of the Exchange Act Rule 10d-1 and in accordance with the final listing standards adopted by the New York Stock Exchange. |
WHAT WE DON’T DO | |
ûNo ûNo Tax Gross-ups ûNo Single-Trigger Change in
Control Agreements ûNo Excessive Perquisites |
2023 Year In Review
2020 FINANCIAL, OPERATIONAL AND STOCK PERFORMANCE HIGHLIGHTSThroughout 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:
2024 Proxy Statement | AMN Healthcare | 61 |
Executive Compensation
2023 Incentive Plan Metrics and Targets
2023 Annual Incentive Plan
2024 Compensation
A long-standing principle of our executive compensation program is linking pay to performance. Accordingly, when making compensation decisions, we analyze our financial, operational, and stock performance and execution on strategic initiatives. The Company delivered revenue, profitability and share growth in 2020(1) and continued to make significant progress on our short- and long-term objectives and overall business strategy. We describe some of our 20202023 highlights below.
AMN Passport remained the most downloaded app in healthcare staffing industry with more than 220,000 registered nurse and allied healthcare professionals(1) | ShiftWise Flex launched the latest generation of our market-leading vendor management system | ||
Acquired MSDR bolstering our locum tenens growth strategy and presence in attractive physician specialties | Over $425 million in SHARE REPURCHASES representing 11% of weighted average shares outstanding in 2023(2) | ||
(1) | As of December 31, 2023. |
(2) | For the year ended December 31, 2023. |
Leadership in Total Talent Solutions as One AMN
In 2023, we made progress on our goal to be the most trusted and utilized tech-enabled total talent solutions partner. We have strengthened our portfolio of talent solutions through our strong commitment to technology enablement. To serve all of our clients’ current and future needs, AMN Healthcare has established an accelerated cadence of rolling out enhancements and innovations in our technology platform. This will continue to make it easier for clients to access our full set of 20 solutions through our better-integrated sales and service organization. In 2023, the average number of AMN solutions utilized by our top 30 clients increased to 9, and the number of our top 20 clients that utilized 10 or more of our workforce solutions increased 10%.
OUR ACQUISITION OF STRATUS VIDEO, AN INDUSTRY LEADING LANGUAGE SERVICES PROVIDERAs the industry adjusted to the new normal for demand and costs, we remained focused on helping our clients deliver on their mission to provide quality care by collaborating, innovating, and evolving our existing solutions and creating new ones. After focusing on serving our MSP clients in a time of crisis, we are back to serving the broader market with the entirety of our solution set. This effort includes our branding initiative that aims to drive greater recognition of the breadth and depth of our presence in the marketplace. In 2023, three of our legacy nurse staffing brands, American Mobile, Nurse Choice and Onward Healthcare, became one under AMN Healthcare Nursing Solutions, and StaffCare and Merritt Hawkins have been consolidated under the AMN Physician
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 deliver on our investments in technology and digital capabilities to enhance our client, candidate, and team member experience. Our acquisitionteam members are gaining empowerment from improved processes, faster and more responsive team communications, and the integration of Stratus Video furtheredAMN Passport, our industry-leading mobile app, into our workflows. Passport continues its strong growth of registrants and average daily users. This growth is driven by the increasing value we are building into Passport, enabling on-line and mobile touchpoints, self-service capabilities, and automated processes, resulting in high utilization and user satisfaction by healthcare professionals on assignment.
A major milestone in our digital acceleration in 2023 was the go-live of ShiftWise Flex, the latest generation of our market-leading vendor management system. The newly reengineered platform manages a full range of program management options as well as clinical and non-clinical labor sourcing options, from agency staffing and independent contractors to float pool and direct hire. ShiftWise Flex empowers users with intuitive dashboards, real-time data-driven labor market insights, powerful supplier support, and Passport integration for AI-powered talent matching, credentialing and candidate self-service.
We believe our investments in technology systems and digital capabilities will continue to drive innovation and position us to serve growing health systems and diverse care settings while reducing costs and complexities for our clients and more effectively engage our healthcare professionals on their entire career journey.
Sustained Financial Discipline
Despite this challenging environment we have continued to generate strong cash flows and put capital to work. Our capital expenditures this year reached a record high of over $100 million, focused primarily on innovations that we expect to bring attractive, long-term returns. During 2023, we also deployed over $425 million in share repurchases, including through an accelerated repurchase program, representing 11% of weighted average shares outstanding in 2023, in keeping with our commitment to return capital to our shareholders. Additionally, as part of our growth strategy, bywe acquired MSDR in the fourth quarter of 2023, expanding our suitePhysician 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 technologyOur Workforce, Workplace and telehealth solutions, a keyMarketplace
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 objective,partner of choice in healthcare total talent solutions. At the core of these efforts is our commitment to working to embed diversity, equity and allowed usinclusion 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 more effectively respondcontinue 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 COVID-19 pandemic by providing our clients withBloomberg Gender Equality Index and received a valuable digital language and interpretation telehealth solution.
AN EFFECTIVE COVID-19 OPERATIONAL RESPONSE
When the COVID-19 pandemic hit, we took prompt action to offset its impact on our 2020 financial performance to preserve financial flexibility. We took temporary cost saving measures consisting of reduced discretionary spending, furloughs and suspension of the Company’s 401(k) and deferred compensation matching contributions during the second quarter to ensure we maintained an appropriate cost structure. In addition, we took more permanent measures, such as eliminating unnecessary office space and small reductions in force. As a result of the financial flexibility that the cost savings measures and strong operational response to the pandemic created, during the second half of 2020 we were able to restore the temporary cost savings measures and bring back team members that we had previously furloughed or let go earliertop ranking in the year.Human Rights Campaign Foundation’s Corporate Equality Index. We believe that our effective response todiverse workforce and inclusive environment drives better outcomes which has made us the COVID-19 pandemic was central to delivering strong 2020 performance by establishing the flexibility structure necessary to navigate the volatile environment, serve our healthcare clients and professionals and continue to execute on our long-term strategy.
leader in total talent solutions.
63 |
Executive Compensation
2023 Compensation Elements
The following charts compare our year-over-year performance on key financial metrics that we utilized in making compensation decisions for our named executive officers in 2020.for 2023.
Consolidated Revenue (MM) | Consolidated Adjusted EBITDA (MM) | |||
The Talent and Compensation Committee placed considerable emphasis onconsidered our financial and operational performance over the past 12 months as well as our 2023 total shareholder return when determining our CEO’s 2020named 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 the one-, two- and three-year periods ended December 31, 2020.2023.
Period | Cumulative Total Shareholder Return(3) (%) | Compound Annual Growth Rate (%) | Common Stock Price at Beginning of Period ($) |
One-Year Period Ended December 31, 2020 | 10 | N/A | 62.11 |
Two-Year Period Ended December 31, 2020 | 16 | 10 | 55.65 |
Three-Year Period Ended December 31, 2020 | 44 | 11 | 49.60 |
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 |
The price of our common stock on December |
AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
2020 COMPENSATION ELEMENTS
The illustrationillustrations below providesprovide an overview of the principal components of our executive compensation program aimed at driving long-term shareholder value and rewarding strong financial and operational performance.
Numerous factors played a role in our 2023 compensation decisions with the overarching goal of closely linking pay to performance. In 2023, given the Company’s financial performance and long-term stock performance, performance-based cash incentives paid for 2023 performance and equity compensation granted in 2023 comprised 81% of Ms. Grace’s total compensation, and 52% - 77% of the total compensation for each of our other named executive officers resulting in an average of 68% of total compensation at risk for our other named executive officers (other than with respect to Ms. Jackson’s partial year of service), as set forth in the Summary Compensation Table on page 85 below.
Ms. Grace’s Compensation Granted At Risk | |||
| |||
Other | |||
2024 Proxy Statement | AMN Healthcare | 65 |
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 | ||
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
– Consolidated adjusted EBITDA
●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): | |||
| Align with |
●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
–Payout Range: 0-200% of target ●Three-year performance/vesting period
●Actual payout
| ||
Ms. Grace: | Other NEOs (Average): | |||
Numerous factors played a role in our 2020 compensation decisions withAs the overarching goal of closely linking pay to performance. In 2020, performance-based cash incentivesTalent and equity compensation (which is inherently linked to performance) comprised 81% of our CEO’s compensation, and 66% - 74% of the total compensation for each of our other current named executive officers.
Executive Compensation
To illustrate this, the chart set forth below reflects the percentage breakdown of our CEO’s actual 2020 compensation as set forth in the Summary Compensation Table below on page 69.
CEO COMPENSATION AT RISK (81% AT RISK)
As the Compensation Committee has consistently done, it based its 20202023 compensation decisions on the Company’s 20202023 financial goals and other actions influencing executive compensation based on the expectation that (1) we would achieve targeted revenue and adjusted EBITDA growthperformance on a consolidated basis, and (2) our named executive officers would lead their teams to successfully execute our business strategy in a manner that reflected our core values. Below is a breakdown of our current named executive officers’ actual compensation for 2020,2023, as set forth in the Summary Compensation Table on page 6973 below.
AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
ESG-Linked Performance Pay
NAMED EXECUTIVE OFFICER COMPENSATION IN 2020At 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 |
RESPONSE TO 2020 SAY-ON-PAY VOTEExecutive Compensation
Response To 2023 Say-On-Pay Vote
At our 20202023 Annual Meeting of Shareholders held on April 22, 2020,May 17, 2023, we received approximately 95%92% support (based on shares voting) on our advisory “say-on-pay” proposal regarding the compensation of our named executive officers. Our compensation program has remained consistent with that set forth in our 20202023 proxy statement for our 2023 Annual Meeting of Shareholders, and we believe the following four themes remain most important to our shareholders: (1) compensation should correlate to company performance, (2) performance-based compensation should constitute a majority of our named executive officers’ compensation, (3) long-term performance awards should 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, such as achievementan integral part of operationalcompensation and strategic measures, and (4) variable compensation should be designed to motivate, reward and retain executives.
The Talent and Compensation Committee believes that our executive compensation program in 20202023 satisfied each of the four themes identified above. In 2020,2023, the Compensation Committee took the following actions:
1. | Issued performance restricted stock units (“PRSUs”) tied to total shareholder return and |
2. | Established performance goals |
3. |
TablePrincipal Components of Contentsour Compensation Program
Executive Compensation
PRINCIPAL COMPONENTS OF OUR COMPENSATION PROGRAM
In line with our core value of continuous improvement, we (1) listen to our shareholders, (2) review the latest trends in executive compensation practices, (3) evaluate whether shareholders or proxy advisory services view certain pay practices with disfavor and (4) review our pay practices to ensure that we have designed and implemented compensation programs that we believe will create value for our shareholders that appropriately balances short-attract, incentivize, and long-term incentives.
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
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 |
2024 Proxy Statement | AMN Healthcare | 69 |
Executive Compensation
We manage salary changes to fall within our annual budget. We evaluate our operational and financial performance in light ofagainst our annual strategic objectives and our annual operating plan and the healthcare workforce solutions and staffing industry performance.plan. We evaluate our stock performance against our executive compensation peer group and the Russell 2000 Index. Our CEO bases her recommendations for our named executive officers on the same factors the Compensation Committee considers for her as CEO, and her 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
Annual cash performance bonus opportunities serve as the second principal component of our executive compensation program and are designed to incentincentivize and reward performance. The Company’s Senior Management Incentive Bonus Plan which we refer to as the Bonus Plan in this CD&A, 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.objectives and individual leadership goals that support non-financial objectives discussed below. Although certain details of the Bonus Plan may change from year to year, its principal elements remain consistent and with respect to our financial goals, include specific consolidated revenue and consolidated adjusted EBITDA financial goals tied to our annual operating plan. We refer to these financial metrics of the Bonus Plan as the Financial Component. The Talent and Compensation Committee sets threshold, “target” (i.e., 100% payout) and maximum amounts for bonuses and a weight for each metric that corresponds to the level of achievement required to trigger a threshold, target, or maximum bonus for the named executive officer under such metric.
Executive Compensation
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-relateddiversity and ESG-related objectives and effective leadership in line with our core values and executive leadership competencies.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, and the amount of the potential bonus under various performance scenarios.
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
●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, |
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.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.
70 | AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
LONG-TERM INCENTIVESLong-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 themthe 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 2020,2023, we utilized PRSUs that payoutpay out based on (i) the Company’s total shareholder return over three years and (ii) adjusted EBITDA growthPerformance PRSUs that vest and payoutpay out at the end of three years butthat accrue value annually during each of the awardon a one year and then two-year performance period based on the Company’s achievement of annuala target at the end of the first year and then a certain year-over-year compounding adjusted EBITDA growth targets.performance target in the remaining two years. We refer to these awards as our TSR PRSUs and Adjusted EBITDA GrowthPerformance PRSUs, respectively. 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, the named executive officer’s total compensation falls around the median of market levels.
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
●Aggregate annual share usage should be carefully managed to avoid excessive levels of shareholder value transfer,
●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 |
71 |
Executive Compensation
Our Compensation Determination Process
OUR COMPENSATION DETERMINATION PROCESS
ROLES AND RESPONSIBILITIES
Roles and Responsibilities
PRIMARY ROLES AND RESPONSIBILITIES RELATING TO COMPENSATION DECISIONS | ||||
Talent and CompensationCommittee (Comprised solelyof independentdirectors) | 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
●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
●Hire the Company’s independent compensation consultant; and
●Approve | |||
IndependentMembers of theBoard |
| ●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. | ||
IndependentCompensationConsultant (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
●Provide advice
●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 ExecutiveOfficer |
| ●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. |
72 | AMN Healthcare | 2024 Proxy Statement |
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) peer benchmarking information, (2) the individual’s performance, duties, and experience, (3) analysis and advice from its compensation consultant, (4) our financial and operational performance, and (5) the recommendations of our CEO (who does not provide a recommendation for herself).
Executive Compensation
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. To further serve this purpose,In the Board also adopted our 2014 Employment Inducement Plan under which we may issue up to 200,000 shares of our common stock to certain prospective employees. The Company did not make any equity grants from this plan in 2020. In theTalent 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 approved.approves. The Talent and Compensation Committee regularly reviews any awards granted by our CEO.
Peer Group
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 that one of the mostan important factors it mustfactor to consider in ensuring that our compensation program remains competitive, is the proper identification and selection of the executive compensation peer group, as we oftenmay compete for executive talent with such peer companies. The Talent and Compensation Committee selects peers from the healthcare, commercial and professional services industries, and targets companies operating in the healthcare and employment services, healthcare technology and diversified support services sectors. Like us, many of our peers are in both the S&P SmallCap 600 Index and the S&P Composite 1500 Index. Our 20202023 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 from whom AMN competes for talent.companies. When evaluating our 20202023 executive compensation peer group, the Compensation Committee reviewed (1) our 20202022 executive compensation peer group, (2) the peers that Institutional Shareholder Services lists for us that were not in our 20202022 executive compensation peer group, (3) peers that Glass Lewis lists for us that were not in our 20202022 executive compensation peer group, (4) companies that were not in our 20202022 executive compensation peer group that disclosed us in their proxy statement as part of their peer group, and (5) companies within our GICS code that met Institutional Shareholder Services’ recommended revenue and market capitalization band criteria. Based on its evaluation, the
2024 Proxy Statement | AMN Healthcare | 73 |
Executive Compensation Committee decided not to make changes to
Revenue and market capitalization data for our 2020 peer group for 2021.
Our 20202023 executive compensation peer group of 14 companies ranged from approximately $836 million to $5.3 billion in revenues based on each company’s trailing twelve monthsare as of September 30, 2020, and from approximately $333 million to $9.6 billion in market capitalization. For purposes of comparison, our consolidated revenue for our trailing twelve months as of September 30, 2020 was $2.3 billion and our market capitalization as of December 31, 2020 was approximately $3.2 billion, placing us sixth in our 2020 executive compensation peer group for revenue and seventh for market capitalization.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 | $2,912 | ||
AMN Healthcare Percentile Rank | 53% | 30% |
(2) | Market capitalization as of January 15, 2024. |
Table of ContentsBenchmarking
Executive Compensation
TRAILING TWELVE MONTHS REVENUE ($MM) AS OF SEPTEMBER 30, 2020
MARKET CAPITALIZATION ($MM) AS OF DECEMBER 31, 2020
BENCHMARKING
The principal components of our executive compensation program -– (1) base salary, (2) annual cash performance bonuses, and (3) long-term equity incentive awards -– reflect the implementation of our executive compensation philosophy. The Talent and Compensation Committee receives benchmarking information for each of these components at the 25th percentile, the median and 75th percentile utilizing a blend of companies, including those 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 as a reference point rather than determinative data. Compensation for specific individuals may vary upward or downward from the median for individual named executive officers based on, among other things, individual performance, tenure, experience, scope of responsibilities, internal parity considerations, the recommendations of our CEO (for compensation other than her own) and succession planning considerations.
Table of ContentsOur 2023 Compensation Program and Results
Executive Compensation
OUR 2020 COMPENSATION PROGRAM AND RESULTS
Our named executive officers’ 20202023 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, and estate planning and personal health and wellness expensesexpenses; and (5) certain other additional compensation, such as matching deferred compensation contributions. We discuss each component of our 20202023 compensation program for our named executive officers in more detail below.
Base Salary
2020 BASE SALARY
In late 2019,2022, the Talent and Compensation Committee reviewed annual base salary levels for the named executive officers and, after careful consideration, approved increases effective January 1, 20202023 ranging from zero to eightfive percent from the previous year, as reflected in the table below. In making its determinations, the Talent and Compensation Committee considers,considered, among other things, (1) the market salarysalaries for similarly situated executives within our executive compensation peer group and other companies of similar revenue size and market capitalization, (2) Company operational and financial performance, and (3) individual performance.
When benchmarking Ms. Salka’s 2020Grace’s 2023 base salary, it was slightly abovearound the median75th percentile among other CEOs amongwithin our 20202023 executive compensation peer group.
Named Executive Officer | 2019 Salary ($) | 2020 Salary ($) | Increase % |
Susan R. Salka | 1,000,000 | 1,030,000 | 3 |
Brian M. Scott | 505,000 | 520,000 | 3 |
Ralph S. Henderson | 505,000 | 505,000 | 0 |
Mark C. Hagan(1) | 463,000 | 500,000 | 8 |
Denise L. Jackson | 430,000 | 440,000 | 2 |
Named Executive Officer | 2022 Salary ($) | 2023 Salary ($) | Increase % | |||
Cary Grace | 1,060,000 | 1,060,000 | 0 | |||
Jeffrey R. Knudson | 600,000 | 630,000 | 5 | |||
Mark C. Hagan | 525,000 | 550,000 | 4.8 | |||
Whitney M. Laughlin(1) | — | 425,000 | — | |||
Denise L. Jackson(2) | 460,000 | 500,000 | 5 |
(1) | |
(2) | Ms. Jackson retired from |
74 | AMN Healthcare | 2024 Proxy Statement |
2020 BONUS PLANExecutive Compensation
Senior Management Incentive Bonus Plan
TARGET BONUS LEVELSTarget Bonus Levels
In December 2019,2022, the Talent and Compensation Committee reviewed and set the 20202023 target bonus levels for our named executive officers, which we express as a percentage of annual base salary. In furtherance of the Company’s pay-for-performance philosophy, the Compensation Committee maintained the existing bonus percentage target for each named executive officer in 2020.
The table below shows 20202023 target bonus information for each named executive officer both in dollar amount and as a percentage of salary together with, for comparative purposes, the same figures for 2019.2022.
Named Executive Officer | 2022 Bonus Target (% of Salary) | 2023 Bonus Target (% of Salary) | 2022 Bonus Target ($) | 2023 Bonus Target ($) | ||||
Cary Grace | 125 | 125 | 1,325,000 | 1,325,000 | ||||
Jeffrey R. Knudson | 90 | 100 | 540,000 | 630,000 | ||||
Mark C. Hagan | 90 | 90 | 472,500 | 495,000 | ||||
Whitney M. Laughlin(1) | — | 65 | — | 276,250 | ||||
Denise L. Jackson(2) | 90 | 90 | 414,000 | 450,000 |
(1) | Ms. Laughlin became Chief Legal Officer effective August 19, 2023. Amount reflects Ms. Laughlin’s annualized bonus target after her promotion. |
(2) | Ms. Jackson retired from the Company effective August 18, 2023. |
Named Executive Officer | 2019 Bonus Target (% of Salary) | 2020 Bonus Target (% of Salary) | 2019 Bonus Target ($) | 2020 Bonus Target ($) |
Susan R. Salka | 120 | 120 | 1,200,000 | 1,236,000 |
Brian M. Scott | 100 | 100 | 505,000 | 520,000 |
Ralph S. Henderson | 100 | 100 | 490,000 | 505,000 |
Mark C. Hagan | 75 | 75 | 347,250 | 375,000 |
Denise L. Jackson | 75 | 75 | 322,500 | 330,000 |
The dollar amount of Ms. Salka’s 2020Grace’s 2023 cash bonus target also fell slightly aboveamount was at the median50th percentile among CEOs within our 20202023 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.
TableStructure of Contentsour Senior Management Incentive Bonus Plan
Executive Compensation
STRUCTURE OF OUR BONUS PLAN
In 2020,2023, and consistent with previous years, the Financial Component comprised 70% of our named executive officers’ total target bonuses and the Leadership Component comprised the remaining 30%.
For 2020,2023, consistent with prior years’ practice, the Talent and Compensation Committee tied the Financial Component of the Bonus Plan to the achievement of our 20202023 annual operating plan revenue and pre-bonus adjustedPre-Bonus Adjusted EBITDA targets. We use pre-bonus adjustedPre-Bonus Adjusted EBITDA, which we refer to as Pre-Bonus AEBITDA(1)AEBITDA(1), solely to determine bonuses. Pre-bonus adjusted EBITDAPre-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 20202023 annual operating plan. For information on the calculation of Pre-Bonus AEBITDA, and a reconciliation of our 20202023 net income to adjusted EBITDA and Pre-bonusPre-Bonus AEBITDA, please see Exhibit A to this proxy statement (page 91)115).
In 2020,2023, the weighting of the performance metrics reflected below were consistent for each of our named executive officers:
Consolidated Revenue | Pre-Bonus AEBITDA | Leadership Component |
30% | 40% | 30% |
(1) | Under no circumstances should Pre-Bonus adjusted EBITDA be used to substitute for any other financial metric and is used by us solely to determine bonus amounts. |
Rationale for 2023 Senior Management Incentive Bonus Plan Performance Objectives
Consolidated Revenue | Pre-Bonus AEBITDA | Leadership Component |
35% | 35% | 30% |
RATIONALE FOR ANNUAL BONUS PERFORMANCE OBJECTIVES
In 2020,2023, the Talent and Compensation Committee continued to utilize the Financial and Leadership Components as the annual performance metrics under the Bonus Plan for a variety of reasons, which are described in more detail below.
Financial Component | |
– | Consolidated Revenue | |
– | ||
Pre-Bonus AEBITDA |
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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” | |
our market sector. The threshold for a named executive officer to receive a bonus under the Financial Component required achievement of 90% of our | ||
metric. |
Leadership Component (30%):The Talent and Compensation Committee uses the Leadership Component to | |
Table of Contents2023 Payouts Under Senior Management Incentive Bonus Plan
Executive CompensationFinancial Component
2020 BONUS PLAN PAYOUTS
FINANCIAL COMPONENT
We have included a table below ($ in thousands) that summarizes how we performed against the target financial performance metrics that we utilized when determining the Financial Component portion of our named executive officers’ bonuses for 2020.2023.
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
Metric | 2020 Target | 2020 Results | $ Variance From 2020 Target | % Variance From 2020 Target |
Consolidated Revenue | 2,370,222 | 2,393,714 | 23,492 | 1 |
Pre-Bonus AEBITDA | 295,882 | 335,753 | 39,872 | 13.5 |
LEADERSHIP COMPONENT
With respect to the Leadership Component, the Talent and Compensation Committee believes our named executive officers demonstrated strong leadership in 2020 resulting2023, helping us to reinforce our position as the preferred partner to help healthcare organizations optimize their workforce strategy. The Talent and Compensation Committee’s evaluation included an analysis of our named executive officers’ performance against targets, which included milestones aligned with advancing AMN Healthcare’s technology and innovation strategy. Specific achievements of the Company under the leadership of our named executive officers in solid2023 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 and operational resultsperformance 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 Company. Specifically, we (i) successfully continued to execute, on our long-term strategicfinancial components of the incentive program for the 2023 performance period.
The 2023 annual operating plan to expanddid not reflect the potential financial impact of any acquisitions. As such, the Talent and diversify our telehealth offerings by acquiring Stratus Video, (ii) effectively responded toCompensation Committee did not include the COVID-19 pandemicfinancial impact of the Company acquisition of MSDR when determining the Company’s 2023 bonus plan revenue and establishedadjusted EBITDA. Excluding the flexible structure necessary to navigateimpact of such acquisitions, the volatile environment, serve our healthcare clients and professionals and continue to execute our long-term strategy, (iii) capitalized on a favorable capital markets environment to make private offerings of approximately $550 million of senior unsecured notes that allowed us to pay off our secured debt and provide additional liquidity to pursue strategic acquisitions and other investments that we believe enhance long-term shareholder value, and (vi) continued our strategic development of mobile technology platforms and artificial intelligence aimed at improving the recruitment, engagement and retention of healthcare professionals.
PAYOUTS
The Company’s 20202023 revenue and Pre-Bonus AEBITDA results exceededwere less than its 20202023 annual operating plan and the revenue and Pre-Bonus AEBITDA Bonus Plan targets approved by the Compensation Committee in January 20202023 by 1%13.5% and 13.5%19%, respectively. When the Board approved the Company’s 2020 annual operating plan in December 2019, which the Compensation Committee uses to determine the Financial Component Bonus Plan targets, it did not contemplate the financial impact of the Company’s B4Health and Stratus Video businesses that we acquired in December 2019 and February 2020, respectively. Excluding the impact of these acquired businesses, the Company fell shy of its revenue and adjusted EBITDA targets by approximately 4% and 3%, respectively. In an effort to reward what the Compensation Committee believes to have been significant advances against the Company’s long-term strategy, the Company’s strong 2020 operational performance and COVID-19 response, and to incentivize and retain our executive talent, the Compensation Committee included B4Health’s and Stratus Video’s revenue and adjusted EBITDA performance when approving the 2020 Bonus Plan payouts but capped the payouts for the financial component of the Bonus Plan at 100% of target for the Company’s named executive officers.
Based on outcomes, theThe Company and its Talent and Compensation Committee believe that the Bonus Plan is working as designed and intended. The illustrations below demonstrate the Company’s reported performance compared to annual operating plan target for each of the elements of the Financial Component together with an illustration of the Company’s 20202023 bonus payout compared to the Financial Component targets.
The tables below set forth metrics and summary calculations for each named executive officer’s bonus amounts for Ms. Grace, Mr. Knudson Mr. Hagan and Ms. Laughlin under the Leadership Component together with the final amounts underresults of the Financial Component, which made up 70% of the total target bonus amount. We do not reflect Mr. HendersonMs. Laughlin was appointed as a named executive officer in August of 2023 after the tables below because his employment terminatedapproval of the Bonus Plan, but had a target bonus of 65% of her base salary. Ms. Jackson left the Company prior to December 31, 2020 and he2023, so she did not receiveearn 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.
MS. SALKA’S BONUS METRICSLong-Term Incentive Compensation
2023 Long-Term Incentive Equity Awards
MR. SCOTT’S BONUS METRICS
Executive Compensation
MR. HAGAN’S BONUS METRICS
MS. JACKSON’S BONUS METRICS
Executive Compensation
LONG-TERM INCENTIVE COMPENSATION
2020 LONG-TERM INCENTIVE EQUITY AWARDS
In 2020,2023, the Talent and Compensation Committee granted equity awards to each named executive officer and the Committee believes these awards serve as a key component of their total compensation package. Consistent with prior years, we used a mix of time-based restricted stock units, which we refer to as RSUs in this CD&A, and PRSUs. All equity awards that we granted to our named executive officers (1) provide for “double trigger” vesting mechanics in the event of a change in control of the Company, and (2) allow for continued vesting of outstanding equity awards if a grantee terminates his or her employment after satisfying certain age (55) and service time (15 years) requirements, which our equity agreements refer to as “retirement.”
Ms. Salka and Ms. Jackson each satisfysatisfies the requirements for retirement eligibility under theirher respective 20202023 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.
AGGREGATE GRANT DATE FAIR VALUEThe 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 $1 million (the “Sign-On Award”) will vest on a pro-rata basis based on the number of full calendar months elapsed between the grant date and the termination date, (b) her 2023 equity awards in the form of RSUs will vest on a pro-rata basis based on the number of full calendar months elapsed between the grant date and the termination date and (c) her 2023 equity award in the form of PRSUs will be eligible to vest on a pro-rata basis based on the number of full calendar months elapsed between the beginning of the applicable performance period and the termination date, subject to actual performance as measured at the end of the applicable performance period. “Cause” and “Good Reason” as used in the section are defined below in Termination of Employment and Change in Control Arrangements.
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Executive Compensation
Aggregate Grant Date Fair Value
The chart below reflects the aggregate grant date fair value which we refer to as AGD Fair Value, of each equity award type that we granted to each named executive officer in 2020.2023.
Named Executive Officer | AGD Fair Value of 2023 TSR PRSU Award(s) ($) | 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 ($) | ||||
Cary Grace | 1,692,330 | 1,539,932 | 1,539,932 | 4,772,195 | ||||
Jeffrey R. Knudson | 653,816 | 594,910 | 1,094,850 | 2,343,576 | ||||
Mark C. Hagan | 480,708 | 437,458 | 437,458 | 1,355,624 | ||||
Whitney M. Laughlin | 67,645 | 61,589 | 186,573 | 315,807 | ||||
Denise L. Jackson | 423,049 | 384,905 | 384,905 | 1,192,860 |
Named Executive Officer | AGD Fair Value of 2020 TSR PRSU Award ($) | AGD Fair Value of 2020 Adjusted EBITDA Growth PRSU Award ($) | AGD Fair Value of 2020 RSU Award ($) | Total AGD Fair Value of 2020 Awards ($) |
Susan R. Salka | 1,049,998 | 1,224,993 | 1,357,461 | 3,632,452 |
Brian M. Scott | 329,999 | 385,007 | 385,007 | 1,100,012 |
Ralph S. Henderson | 302,992 | 353,484 | 353,484 | 1,009,960 |
Mark C. Hagan | 189,133 | 220,655 | 420,617 | 830,405 |
Denise L. Jackson | 198,031 | 231,016 | 231,016 | 660,064 |
Each of our named executive officers received PRSU grants in January 2023. The PRSUs represented 65%approximately 68% of the AGD Fair Value of all 2020the total equity awardsgrant value for each ofMs. Grace, Mr. Scott, Mr. HendersonHagan and Ms. Jackson.
In addition to 3,535the 593 RSUs awardedwe granted to Ms. Laughlin in January 2023, she also received an additional equity award of 1,463 RSUs in September 2023 in connection with her appointment to Chief Legal Officer following Ms. Jackson’s retirement. Due to the timing of her appointment, Ms. Laughlin did not receive the same equity mix as our other named executive officers, so PRSUs represented 41% of the AGD Fair Value of the total equity grant value for Ms. Laughlin in 2023.
In response to his expanded responsibilities and significant contributions to the Company in 2023, in addition to the 5,728 RSUs we granted to Mr. HaganKnudson in January 2020,2023, he also received an additional equity award of 2,6036,766 RSUs on March 9, 2020 in connection with his promotionOctober 2023. Due to Chief Information and Digital Officer. As a result,this additional award, Mr. Knudson did not receive the same equity mix as our other named executive officers, so PRSUs represented 49%53% of the AGD Fair Value of allthe total equity grant value for Mr. Hagan’s 2020Knudson in 2023.
Ms. Grace received equity awards.
As it has done historically,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 electeddid not grant Ms. Grace PRSUs at that time, because it thought it would be more appropriate to wait to consider a grant of RSUsuntil it approved equity awards for Ms. Salka for 2020 until the end of 2020 when it had better visibility of our year-end financial, operational and stock performance. Based on our financial, operational and stock performance in 2020, the Compensation Committee granted Ms. Salka 19,625 RSUs with an AGD Fair Value of $1,357,461 on December 16, 2020. This RSU grant reflects the number of RSUs that Ms. Salka would have received in January 2020, which is the time when all other named executive officers received annual RSU grants, based on the 2020 AGD Fair Value and award mix that the Compensation Committee set for Ms. Salka in January 2020. Due to this timing (December 2020 rather than January 2020), Ms. Salka received PRSUs that represented 63% of her total 2020 equity award value. 2023.
To provide further clarity on our equity compensation practices, the chart below reflects the change in the AGD Fair Value of all 20202023 equity awards that we granted to our named executive officers against the AGD Fair Value of all 20192022 equity awards.
The Compensation Committee approved the 7% increase in our CEO’s AGD Fair Value in 2020 from 2019 in part due to the Company’s strong financial and operational performance in 2020, significant advancements against our long-term strategic plans as well as peer group and other compensation benchmarking. We believe that the AGD Fair Value of her equity awards placed her below the median among CEOs within our 2020 executive compensation peer group for long-term incentive compensation.
Named Executive Officer | AGD Fair Value of 2019 Equity Awards ($) | AGD Fair Value of 2020 Equity Awards ($) | Variance ($) | % Increase |
Susan R. Salka | 3,382,836 | 3,632,452 | 249,616 | 7 |
Brian M. Scott | 1,009,959 | 1,100,012 | 90,053 | 9 |
Ralph S. Henderson | 1,009,959 | 1,009,960 | 1 | 0 |
Mark C. Hagan | 619,989 | 830,405 | 210,416 | 34 |
Denise L. Jackson | 645,036 | 660,064 | 15,028 | 2 |
Total | 6,667,779 | 7,232,893 | 565,114 | 8 |
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 |
Executive Compensation
TSR PRSUs
TSR PRSUs represented approximately 30%35% of the total 20202023 equity grant value that we awarded to each named executive officer,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, andValue. Each of our executive officers received a TSR PRSU grant in January each year that will be earned at the end of an approximately three-year performance period based on our stock performance against two measures:
1. | a relative basis, which we refer to as Relative TSR, against a broader market (companies in the Russell 2000 Index at the beginning of the performance period) and |
2. | |
an absolute total shareholder return basis, which we refer to as Absolute TSR. |
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Executive Compensation
We refer to the determination of our Relative TSR and Absolute TSR collectively as the TSR Measurement. The number of PRSUs earned if the Company’s Relative TSR exceeds the 50th 50th percentile but its Absolute TSR is negative is capped at the target number of PRSUs granted.
The table below discloses the percentage of the 2020January 2023 target PRSUs that may be earned depending on the actual results of the Company’s TSR Measurement as of December 31, 2022.2025.(1)
Relative TSR Percentile Rank | % of 2020 TSR PRSUs Earned if Absolute TSR Is Negative(2) | % of 2020 TSR PRSUs that Are Earned if Absolute TSR Is Positive | % 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 | 0 | |||
25.0% | 25.00 | 25.00 | 25.00 | |||
37.5% | 62.50 | 62.50 | 62.50 | |||
50.0% | 100.00 | 100.00 | 100.00 | |||
62.5% | 100.00 | 137.50 | 100.00 | 137.50 | ||
75.0% | 100.00 | 175.00 | 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 |
(2) | For each one percentile above the |
Adjusted EBITDA Performance PRSUs
ADJUSTED EBITDA GROWTH PRSUs
In 2020,2023, the Talent and Compensation Committee determined it best to dedicate a significant portion of the PRSUs to focus our named executive officers on achieving annualan adjusted EBITDA performance target of $710 million in 2023 with compound year-over-year adjusted EBITDA growthperformance rate targetstarget of 5%, 4% for the two-year period of 2024 and 4% in 2020, 2021, and 2022, respectively,2025(1) by issuing Adjusted EBITDA GrowthPerformance 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 annualadjusted EBITDA performance in 2023 and compound year-over-year adjusted EBITDA growth performance during eachin the two-year period of 2020, 20212024 and 2022.
2025.
(1) | As set forth in the Grants of Plan-Based Awards Table, the target number of adjusted EBITDA PRSUs that we granted in |
Time-Vested RSUs
TIME-VESTED RSUs
RSUs that we granted in 20202023 vest ratably on each of the first three anniversaries of the grant date.
Results of our 2021 Performance Restricted Stock Unit Awards
RESULTS OF OUR 2018 PERFORMANCE RESTRICTED STOCK UNIT AWARDS
In early 2021,2024, the Talent and Compensation Committee performed the TSR Measurement for the 20182021 TSR PRSU awards for the period January 1, 20182021 through December 31, 2020 and determined the Company’s 2020 adjusted EBITDA margin for the purposes of determining performance under the 2018 adjusted EBITDA margin PRSUs that payout in shares of the Company’s stock based on the Company’s 2020 adjusted EBITDA margin (we refer to these PRSUs as the Adjusted EBITDA Margin PRSUs). Based on these results, our named executive officers received the following PRSUs:2023.
20182021 TSR PRSUs:
RELATIVE TSR PERCENTILE RANK VS. RUSSELL 2000 55th | ABSOLUTE TSR % 9% | % OF 2021 TSR PRSUs EARNED 115% |
AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
Named Executive Officer | Number of 2021 TSR PRSUs Earned | |
— | ||
— | ||
Mark C. Hagan | 4,057 | |
Whitney M. Laughlin | 386 | |
Denise L. Jackson | 2,721 |
(1) | Ms. Grace and Mr. |
August 2021 TSR PRSUs
2018 ADJUSTED EBITDA MARGIN PRSUs:
In August 2021, the Talent and Compensation Committee responded to the challenging talent environment and exceptional Company performance by approving special performance equity awards for Mr. Hagan and Ms. Jackson. In August 2023, the Talent and Compensation Committee performed the TSR Measurement for the August 2021 TSR PRSU awards for the period August 15, 2022 through August 15, 2023. Relative TSR measured at the 75th percentile and Absolute TSR was positive. As a result, the number of PRSUs earned was 175% of the target number of PRSUs minus the number of PRSUs that vested for the named executive officer under the award on August 16, 2022.
Named Executive Officer | Number of TSR PRSUs Earned | |
Mark C. Hagan | 11,375 | |
Denise L. Jackson |
Additional Compensation Practices
ADDITIONAL COMPENSATION PRACTICESOther Compensation Elements
Retirement Benefits and Health Plans
OTHER COMPENSATION ELEMENTS
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, 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 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 named executive officers. The Deferred Compensation Plan is not intended to be tax qualified. We describe the Deferred Compensation Plan more fully in the section entitled “Nonqualified Deferred Compensation” below.
In addition, all equity awards allow for continued vesting of outstanding equity awards if a grantee terminates his or her employment (other than for cause or due to a change in control) after satisfying certain age and service time requirements, which our equity agreements refer to as “retirement eligible.”
We also offer healthcare insurance and other employee benefits to our named executive officers, which are generally the same as those programs provided to all eligible employees. We offer these plans to support our objective of attracting and retaining strong talent.
Executive Compensation
PERQUISITES
In addition to the benefits we detaildescribed 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 thesethis limited perquisites, all of which were new beginning in 2019,perquisite to attract and retain talent and provide market competitive compensation. In connection with Ms. Grace’s appointment as President and Chief Executive Officer and her agreement to relocate to our headquarters in Dallas, Texas, we agreed to pay her relocation expenses, including moving and auto transportation fees, consistent with our Company policy for executives, in addition to temporary living expenses along with tax reimbursements in connection with relocation expenses. The Talent and Compensation Committee believes that its approval of these perquisites remains consistent with the Company’s philosophy and commitment to align pay with performance.
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Executive Compensation
EMPLOYMENT AND SEVERANCE ARRANGEMENTSSeverance 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.
Equity Ownership, Clawback and No Pledging or Hedging Policies
EQUITY OWNERSHIP, CLAWBACK AND NO PLEDGING POLICIES
We maintain meaningful equity ownership requirements as well as clawback and no pledging policies to which our named executive officers are subject. We have set forth a summary of these requirements and policies below. Additional details related to these requirements and policies are contained in the Governance Guidelines.
The Board believes that all named executive officers should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our shareholders. Accordingly, our named executive officers are subject to meaningful equity ownership requirements require ouras set forth below. Additionally, the Company adopted a Securities Trading Policy that prohibits trading in the Company’s securities based on material non-public information and engaging in inappropriate transactions such as pledging and hedging. We set forth a summary of these requirements and policies below. Additional details related to these requirements and policies are contained in the Governance Guidelines posted on the Company’s website. Our named executive officers and other executives to maintain the following:
The value of unvested RSUs and vested or unvested stock appreciation rights and options is not taken into account in determining whether a named executive officer satisfies our equity ownership requirements. Individualsare also subject to our Compensation Recoupment Policy, in accordance with the equity ownership requirements above who have not metrules set forth in the applicable ownership requirements are required to retain 50% of net vested shares from equity awards issued until they have reached the applicable ownership requirement. NYSE Listed Company Manual.
As of February 23, 2021,21, 2024, all of our named executive officers satisfied our equity ownership requirements with the exception of Mr. Hagan,Ms. Grace, whose employment with the Company began on June 27, 2018,November 28, 2022 and heMs. Laughlin, who was appointedpromoted to Chief Legal Officer on August 19, 2023. Our named executive officers who have not met the ownership guidelines shall be required to retain 50% of net vested shares from equity awards issued subsequent to the initial assessment of ownership until they have reached the ownership guidelines.
Level | Required Ownership as a Multiple of Base Salary | Shares Held as Multiple of Base Salary(1) | Complies(2) | |||
Cary Grace | 5x Base Salary | .5 | — | |||
Jeffry R. Knudson | 2x Base Salary | 2 | ✓ | |||
Mark C. Hagan | 2x Base Salary | 2.7 | ✓ | |||
Whitney M. Laughlin | 2x Base Salary | 1.8 | — |
Additionally, other CEO Committee Members are subject to equity ownership requirements amounting to 1.5 times their annual base salary.
(1) | The value of unvested RSUs and vested or unvested stock appreciation rights and options are not considered when determining whether a named executive officer satisfies our equity ownership requirements. Our Chief Executive Officer, Named Executive Officers and other CEO Committee Members are subject to equity ownership requirements, which requires them to retain 50% of net vested shares from equity awards issued by the Company until they have reached the applicable ownership requirements reflected above. |
(2) | Ms. Grace joined the Company on November 28, 2022, and does not yet meet the required equity ownership as a multiple of her base salary. Ms. Laughlin was promoted to Chief Legal Officer on August 19, 2023, and does not yet meet the required equity ownership as a multiple of her base salary. |
Clawback Policy
The Company has adopted a Compensation Recoupment Policy consistent with the requirements of the Exchange Act Rule 10d-1 and in accordance with the final listing standards adopted by the New York Stock Exchange.
Under the Company’s Compensation Recoupment Policy, if we are required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, we will seek recoupment of all incentive-based compensation received by a current or former executive officer (i) on or after December 1, 2023, (ii) after beginning service as an executive officer, on March 8, 2020.(iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation, and (iv) during the three completed fiscal years of the Company immediately preceding the Restatement Date.
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Executive Compensation
CLAWBACK POLICY
Under the Governance Guidelines,In addition, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws caused by misconduct, we can seek recoupment from all of our current or former executive officers who participated in the misconduct of:
1. | all or any portion of the bonus and equity or cash incentive compensation received by such individuals during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such defective financial statement; and |
2. | any profits realized by such individuals from the sale of securities of the Company during that 12-month period. |
No Pledging or Hedging Policy
NO PLEDGING POLICY
The Governance Guidelines prohibit named executive officers (and directors) from pledging, hypothecating, or otherwise placing a lien on any shares of our common stock (or any other equity interests) that they own.
TableTax Deductibility of Contents
Executive Compensation
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017, which we refer to as the TCJA, was signed into law, Section 162(m) of the Internal Revenue Code generally disallowed a tax deduction to publicly held companies for compensation paid to certain executive officers in excess of $1 million per officer in any year that did not qualify as performance-based. We refer to the Internal Revenue Code as the Code.
The TCJA repealed the performance-based exception, and the $1 million deduction limit now applies to anyone serving as the chief executive officer or the chief financial officer at any time during the taxable year and the top three other highest compensated executive officers serving at fiscal year-end. The new rules generally apply to taxable years beginning after December 31, 2017, but do not apply to remuneration provided pursuant to a written binding contract in effect on November 2, 2017 that is not modified in any material respect after that date. The Compensation Committee believes that shareholders’ interests are best served by not restricting its discretion and flexibility in structuring compensation, even though doing that may result in certain non-deductible compensation expenses.2017. Because many different factors influence a well-rounded, comprehensive executive compensation program, some of the compensation we provide to our named executive officers is likely not to be fully deductible for tax purposes due to Section 162(m).
Our 2024 Executive Compensation Program
OUR 2021 EXECUTIVE COMPENSATION PROGRAM
Overall, the Compensation Committee believes the Company performed well during 2020The Talent and continued to execute on the Company’s long-term strategic plan. We achieved year-over-year consolidated revenue and consolidated adjusted EBITDA growth of approximately 8% and 16%, respectively. The Compensation Committee believes it has designed the 20212024 compensation structure to provide for important short- andshort-and long-term performance components that are aligned with shareholders’ interests, consistent with the market environment and tailored specifically to us. Additional discussion of the Company’s 2024 executive compensation decisions will be provided in next year’s proxy statement.
Base Salary
BASE SALARY
The Compensation Committee approved the annual base salaries for the named executive officers for 20212024 as follows:
Named Executive Officer | 2023 Salary ($) | 2024 Salary ($) | % Increase | |||
Cary Grace | 1,060,000 | 1,060,000 | — | |||
Jeffrey R. Knudson | 630,000 | 630,000 | — | |||
Mark C. Hagan | 550,000 | 550,000 | — | |||
Whitney M. Laughlin | 425,000 | 425,000 | — |
Named Executive Officer | 2020 Salary ($) | 2021 Salary ($) | % Increase |
Susan R. Salka | 1,030,000 | 1,030,000 | 0 |
Brian M. Scott | 520,000 | 520,000 | 0 |
Mark C. Hagan | 500,000 | 510,000 | 2 |
Denise L. Jackson | 440,000 | 440,000 | 0 |
The base salaries of our named executive officers reflect a 0% to 2% increase.did not increase in 2024 in recognition of the challenging environment. The 20212024 base salary for our named executive officers is based on executive compensation market and peer group benchmarkingcompetitive analyses, the Talent and the Compensation Committee’s recognition that the Company’s 2020 organic growthCompany achieved numerous business objectives and core businessgoals in the current environment, and the individual performance did not meet targeted expectations and its commitment to maintain a pay for performance environment.
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Executive Compensation
BONUS PLANBonus Plan
Target Bonus
TARGET BONUS
In January 2021,2024, the Talent and Compensation Committee reviewed the target bonus level for each named executive officer, which we express as a percent of annual base salary. After careful consideration, the Compensation Committee determined not to increase the 20212024 bonus target as a percentage of salary for Ms. SalkaGrace, Ms. Laughlin and Mr. Scott but determined to increase the bonus targets for Mr. HaganMessrs. Knudson and Ms. Jackson based on their strong 2020 operational performance and contributions, executive compensation peer group and market benchmarking data and their assumption of additional responsibilities.Hagan. We set forth below the 20212024 target bonuses for each named executive officer as a percentage of salary.salary 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
Executive Compensation
Named Executive Officer | 2020 Bonus Target (% of Salary) | 2021 Bonus Target (% of Salary) |
Susan R. Salka | 120 | 120 |
Brian M. Scott | 100 | 100 |
Mark C. Hagan | 75 | 90 |
Denise L. Jackson | 75 | 90 |
STRUCTURE
After careful consideration of the factors set forth above in the subsection of this CD&A entitled “Principal Components of Our Compensation Program — Annual Cash 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 2020.officers, with 70% of the bonus earned for achieving 2024 pre-bonus adjusted EBITDA target. The target goalsgoal for each of the financial metrics arepre-bonus adjusted EBITDA is consistent with the targetstarget under our 20212024 annual operating plan and generally require growth that exceeds our estimate of anticipated industry performance.plan. For our CEO, we believeMs. Grace, her 20212024 bonus target in dollar amountpercentage falls near the median50th percentile among CEOs within our 20212024 peer group.
Long-Term Equity Incentives
LONG-TERM EQUITY INCENTIVES
The Talent and Compensation Committee continues to believe that aligning its pay for performance philosophy, goals and objectives is the foundation upon which it evaluates its annual long-term incentive award strategy. In 2021,2024, the Compensation Committee utilized a combination of (1) TSR PRSUs, (2) adjusted EBITDA performance PRSUs and (3) time-vested RSUs, and (3) adjusted EBITDA growth PRSUs and slightly modified itskeeping the allocation among these equity award types comparedattributable to 2020.performance awards at 65% which was the same as 2023. In 2021,2024, the Compensation Committee targeted an allocation of 30% TSR PRSUs, 25%35% adjusted EBITDA growthperformance PRSUs and 45%35% time-vested RSUs (as a percentage of the estimated AGD Fair Value of all 20212024 equity awards) in 2021. For each named executive officer, other than Ms. Salka, approximately 55% of.
Peer Group
Based on its evaluation, the AGD Fair Value of the January 2021 equity awards consisted of PRSUs,Talent and the remaining 45% consisted of time-vested RSUs. All of Ms. Salka’s January 2021 equity awards were PRSUs, as the Compensation Committee will make 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 2021 when it has better visibility of the Company’s 2021 performance.
2023.
2024 Proxy Statement |
Executive Compensation
EXECUTIVE COMPENSATION DISCLOSURE
Our named executive officers as of December 31, 2020 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. Salka’s experience, qualifications and affiliations, please see page 21 above.
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Executive Compensation Disclosure
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Summary Compensation Table of Contents
Executive Compensation
The following table shows the compensation earned or accrued by our named executive officers for the three fiscal years ended December 31, 2020, 20192023, 2022 and 2018.2021.
Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | |||||||||
Named Executive Officer and Position | Year | ($)(1) | ($) | ($)(2) | ($)(3) | ($)(4) | ($) | |||||||
Susan R. Salka PEO,(6) President & CEO | 2020 | 1,027,692 | — | 3,632,452(5) | 1,236,000 | 129,155 | 6,025,299 | |||||||
2019 | 996,154 | — | 3,382,836(7) | 1,120,527 | 127,289 | 5,626,806 | ||||||||
2018 | 897,592 | — | 2,888,030(8) | 1,105,721 | 197,689 | 5,089,032 | ||||||||
Brian M. Scott PFO,(9) CFO, CAO & Treasurer | 2020 | 522,846 | — | 1,100,012(10) | 535,600 | 60,572 | 2,219,031 | |||||||
2019 | 504,423 | — | 1,009,959(11) | 532,155 | 60,416 | 2,106,953 | ||||||||
2018 | 489,038 | — | 1,000,046(12) | 480,324 | 50,941 | 2,020,349 | ||||||||
Ralph S. Henderson President, Professional Services & Staffing | 2020 | 194,231 | — | 1,009,960(13) | 0 | 748,339 | 1,952,530 | |||||||
2019 | 504,423 | — | 1,009,959(11) | 395,805 | 93,647 | 2,003,834 | ||||||||
2018 | 489,038 | — | 1,000,046(12) | 480,324 | 113,605 | 2,083,013 | ||||||||
Mark C. Hagan Chief Information & Digital Officer | 2020 | 498,731 | — | 830,405(14) | 386,250 | 114,692 | 1,830,078 | |||||||
Denise L. Jackson Chief Legal Officer & Corporate Secretary | 2020 | 442,615 | — | 660,064(15) | 339,900 | 55,529 | 1,498,108 | |||||||
2019 | 429,212 | — | 645,036(16) | 339,842 | 44,013 | 1,458,103 | ||||||||
2018 | 408,750 | — | 430,001(17) | 270,596 | 38,570 | 1,147,917 |
Named Executive Officer and Position | Year | Salary ($)(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 our Bonus Plan and generally sets forth bonus amounts in the year in which they are earned, although we typically pay them in the following fiscal year. |
(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 premiums and health insurance, |
(5) | |
(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. |
“PFO” refers to our principal financial officer. | |
(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 $437,458, 3,610 TSR PRSUs with an AGD Fair Value of |
AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
Grants of Plan-Based Awards
The following table contains information concerning grants of plan-based awards to our named executive officers under our cash and equity plans during the year ended December 31, 2020.2023.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | All Other Stock Awards: # of Shares | Grant Date Fair Value of Stock | |||||||||||||||
Name and Type of Equity Award | Grant Date | Threshold ($)(2) | Target ($)(3) | Maximum ($)(4) | Threshold (#)(5) | Target (#)(6) | Maximum (#)(7) | of Stock or Units | Awards ($)(8) | |||||||||
Susan R. Salka | 237,930 | 1,236,000 | 2,472,000 | |||||||||||||||
TSR PRSU | 1/6/2020 | 3,334 | 13,335 | 23,336 | 1,837,496 | |||||||||||||
Adjusted EBITDA PRSU | 1/6/2020 | 4,906 | 19,625 | 39,250 | 2,449,985 | |||||||||||||
RSU | 12/16/2020 | 19,625(9) | 1,357,461 | |||||||||||||||
Brian M. Scott | 100,100 | 520,000 | 1,040,000 | |||||||||||||||
TSR PRSU | 1/6/2020 | 1,048 | 4,191 | 7,334 | 541,854 | |||||||||||||
Adjusted EBITDA PRSU | 1/6/2020 | 1,542 | 6,168 | 12,336 | 770,013 | |||||||||||||
RSU | 1/6/2020 | 6,168(9) | 385,007 | |||||||||||||||
Ralph S. Henderson | 97,212 | 505,000 | 1,010,000 | |||||||||||||||
TSR PRSU | 1/6/2020 | 962 | 3,848 | 6,734 | 497,508 | |||||||||||||
Adjusted EBITDA PRSU | 1/6/2020 | 1,416 | 5,663 | 11,326 | 630,292 | |||||||||||||
RSU | 1/6/2020 | 5,663(9) | 353,484 | |||||||||||||||
Mark C. Hagan | 72,187 | 375,000 | 750,000 | |||||||||||||||
TSR PRSU | 1/6/2020 | 601 | 2,402 | 4,204 | 310,555 | |||||||||||||
Adjusted EBITDA PRSU | 1/6/2020 | 884 | 3,535 | 7,070 | 441,309 | |||||||||||||
RSU | 1/6/2020 | 3,535(9) | 162,479 | |||||||||||||||
RSU | 3/9/2020 | 2,603(10) | 199,962 | |||||||||||||||
Denise L. Jackson | 63,525 | 330,000 | 660,000 | |||||||||||||||
TSR PRSU | 1/6/2020 | 629 | 2,515 | 4,401 | 346,535 | |||||||||||||
Adjusted EBITDA PRSU | 1/6/2020 | 925 | 3,701 | 7,402 | 462,033 | |||||||||||||
RSU | 1/6/2020 | 3,701(9) | 231,016 |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | All Other Stock Awards: # of Shares of Stock or Units | Grant Date Fair Value of Stock Awards ($)(8) | ||||||||||||||
Name and Type of Equity | Grant Date | Threshold ($)(2) | Target ($)(3) | Maximum ($)(4) | Threshold (#)(5) | Target (#)(6) | Maximum (#)(7) | ||||||||||
Cary Grace | 265,000 | 1,325,000 | 2,650,000 | ||||||||||||||
TSR PRSU | 1/15/2023 | 3,177 | 12,709 | 22,241 | 1,692,330 | ||||||||||||
Adjusted EBITDA PRSU | 1/15/2023 | 7,414 | 14,827 | 29,654 | 1,539,932 | ||||||||||||
RSU | 1/15/2023 | 14,827 | 1,539,932 | ||||||||||||||
Jeffrey R. Knudson | 126,000 | 630,000 | 1,260,000 | ||||||||||||||
TSR PRSU | 1/15/2023 | 1,228 | 4,910 | 8,593 | 653,816 | ||||||||||||
Adjusted EBITDA PRSU | 1/15/2023 | 2,864 | 5,728 | 11,456 | 594,910 | ||||||||||||
RSU | 1/15/2023 | 5,728(9) | 594,910 | ||||||||||||||
RSU | 10/15/2023 | 6,766(9) | 499,940 | ||||||||||||||
Mark C. Hagan | 99,000 | 495,000 | 990,000 | ||||||||||||||
TSR PRSU | 1/15/2023 | 903 | 3,610 | 6,318 | 480,708 | ||||||||||||
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 | 9/15/2023 | 1,463(9) | 124,984 | ||||||||||||||
Denise L. Jackson | 90,000 | 450,000 | 900,000 | ||||||||||||||
TSR PRSU | 1/15/2023 | 794 | 3,177 | 5,560 | 423,049 | ||||||||||||
Adjusted EBITDA PRSU | 1/15/2023 | 1,853 | 3,706 | 7,412 | 384,905 | ||||||||||||
RSU | 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 PRSUs granted to our named executive officers in |
(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 TSR Measurement, our relative TSR percentile rank |
(6) | For TSR PRSUs, the number of PRSUs set forth in this column assumes that under the TSR Measurement, our relative TSR percentile rank |
(7) | The number of TSR PRSUs set forth in this column assumes that under the TSR Measurement each of the following conditions |
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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 |
(9) | |
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, 2020, which is comprised of RSU and PRSU awards.
Option Awards | Stock Awards(1) | |||||||||||||||||
Name | Option Grant Date | 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 ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | |||||||||
Susan R. Salka | 1/5/2018(3) | 20,174(4) | 1,376,876 | |||||||||||||||
1/5/2018(5) | 12,549(6) | 856,469 | ||||||||||||||||
12/17/2018(7) | 7,543 | 514,810 | ||||||||||||||||
1/3/2019(9) | 20,100(10) | 1,371,825 | ||||||||||||||||
1/3/2019(11) | 20,755(12) | 1,416,529 | ||||||||||||||||
12/16/2019(7) | 13,906 | 949,085 | ||||||||||||||||
1/6/2020(14) | 20,003(15) | 1,365,205 | ||||||||||||||||
1/6/2020(16) | 19,625(17) | 1,339,406 | ||||||||||||||||
12/16/2020(7) | 19,625 | 1,339,406 | ||||||||||||||||
Brian M. Scott | 1/5/2018(3) | 8,006(4) | 546,410 | |||||||||||||||
1/5/2018(5) | 4,980(6) | 339,885 | ||||||||||||||||
1/5/2018(8) | 2,348 | 160,251 | ||||||||||||||||
1/3/2019(9) | 6,152(10) | 419,874 | ||||||||||||||||
1/3/2019(11) | 6,352(12) | 433,524 | ||||||||||||||||
1/3/2019(13) | 4,256 | 290,472 | ||||||||||||||||
1/6/2020(14) | 6,287(15) | 429,088 | ||||||||||||||||
1/6/2020(16) | 6,168(17) | 420,966 | ||||||||||||||||
1/6/2020(13) | 6,168 | 420,966 | ||||||||||||||||
Ralph S. Henderson(18) | — | — | — | — | ||||||||||||||
Mark C. Hagan | 6/27/2018(13) | 5,629 | 384,179 | |||||||||||||||
1/3/2019(9) | 3,777(10) | 257,780 | ||||||||||||||||
1/3/2019(11) | 3,899(12) | 266,107 | ||||||||||||||||
1/3/2019(13) | 2,612 | 178,269 | ||||||||||||||||
1/6/2020(14) | 3,603(15) | 245,905 | ||||||||||||||||
1/6/2020(16) | 3,535(17) | 241,264 | ||||||||||||||||
1/6/2020(13) | 3,535 | 241,264 | ||||||||||||||||
3/9/2020(19) | 2,603 | 177,655 | ||||||||||||||||
Denise L. Jackson | 1/5/2018(3) | 3,442(4) | 234,917 | |||||||||||||||
1/5/2018(5) | 2,141(6) | 146,123 | ||||||||||||||||
1/5/2018(8) | 1,009 | 68,864 | ||||||||||||||||
1/3/2019(9) | 3,929(10) | 268,154 | ||||||||||||||||
1/3/2019(11) | 4,057(12) | 276,890 | ||||||||||||||||
1/3/2019(7) | 2,718 | 185,504 | ||||||||||||||||
1/6/2020(14) | 3,773(15) | 257,507 | ||||||||||||||||
1/6/2020(16) | 3,701(17) | 252,593 | ||||||||||||||||
1/6/2020(7) | 3,701 | 252,593 |
Executive Compensation
The RSUs underlying this award vest in three tranches on each of the first, second and third anniversaries of the Grant Date and the Grantee’s provision of three periods of credited service, | |
(10) | The RSUs underlying this award are |
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, 2023, which is comprised of RSU and PRSU awards.
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 |
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Executive Compensation
(1) | These columns consist of RSUs and PRSUs granted under the Equity Plan. |
(2) | The market value of stock awards and the equity incentive plan awards represents (i) the number of shares that had not vested as of December 31, |
The RSUs underlying this award vest in three tranches on each of the first, second and third anniversaries of the Grant Date and the Grantee’s provision of three periods of credited service. | |
(4) | The adjusted EBITDA PRSUs underlying this award vest on January 15, 2026. The settlement date and the determination of the total amount of shares earned under this award will take place when the Talent and Compensation Committee determines our annual year-over-year adjusted EBITDA performance rate for 2023, and two-year performance for 2024 and 2025, which we believe will occur in February 2026. |
(5) | In accordance with SEC rules, the number of shares reported in this column assumes the threshold performance goal is acheived. The ultimate number of EBITDA PRSUs that vest under this award will depend on the results of the adjusted EBITDA performance. |
(6) | 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. | |
Pursuant to the instructions set forth to Item 402(f)(2) of Regulation S-K, which provides that the number of shares reported in this column shall be based on achieving | |
(8) | The adjusted EBITDA |
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 maximum performance goal is achieved. 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 | |
The adjusted EBITDA | |
(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 column |
The RSUs underlying this award vest in three tranches on | |
(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. |
90 | AMN Healthcare | 2024 Proxy Statement |
OPTION EXERCISES AND STOCK VESTEDExecutive 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 2020,2023, as of December 31, 2020.2023.
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 ($)(1) | ||||
Susan R. Salka | — | — | 53,055 | 3,528,662 | ||||
Brian M. Scott | — | — | 15,410 | 975,739 | ||||
Ralph S. Henderson | — | — | 15,410 | 975,739 | ||||
Mark C. Hagan | — | — | 6,751 | 319,860 | ||||
Denise. L. Jackson | — | — | 8,760 | 554,876 |
Option Awards | Stock Awards | |||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | 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 (i) the gross number of shares acquired on vesting prior to shares being withheld to cover taxes and (ii) the closing price of our Common Stock on the day prior to the applicable vest dates. |
Table of ContentsNonqualified Deferred Compensation
Executive Compensation
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 2020,2023, we matched up to 50% of the firsttheir contribution up to 6% and 100% of the next 4% of the executive’s eligible compensation for a maximum match of 7% of the executive’s cash compensation through April 30, 2020 when the match was suspended for the remainder of 2020.contribution. Additionally, we made a one-time employer contribution of $3,300 was provided to all deferred compensation eligible participants in 2023 including the amount of $1,500 for anyone who made a deferral between January 1 and September 30, 2020.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 publicly traded mutual funds, which may change from time to time. The current list of measurement funds, which were available throughout all of 2020 are as follows: Hartford Small Cap Growth Y, Principal MidCap S&P 400 Index Inst, Principal SmallCap S&P 600 Index Inst, Principal LargeCap Growth I R5, MassMutual Select Mid Cap Growth R5, MFS Mid Cap Value R4, Principal Large Cap S&P 500 Index Inst, Victory Sycamore Small Company Opp I, Principal International Equity Index Inst, Dodge & Cox International Stock, Invesco Diversified Dividend R5, PGIM Total Return Bond Z, BNY Mellon Bond Market Index I. In addition to these, there is a series of target date funds, which include the following underlying funds: T. Rowe Price New Horizons, T. Rowe Price Small-Cap Stock, T. Rowe Price Small-Cap Value, T. Rowe Price Growth Stock, T. Rowe Price Mid-Cap Growth, T. Rowe Price Equity Index 500, T. Rowe Price Mid-Cap Value, T. Rowe Price International Stock, T. Rowe Price US Large-Cap Core, T. Rowe Price Overseas Stock, T. Rowe Price Real Assets, T. Rowe Price Value, T. Rowe Price International Value Eq, T. Rowe Price Emerging Markets Stock, T. Rowe Price Em Mkts Discv Stk Z, T. Rowe Price High Yield, T. Rowe Price Emerging Markets Bond, T. Rowe Price US Treasury Long-Term, T. Rowe Price Floating Rate, T. Rowe Price Intl Bd USD Hdgd, T. Rowe Price New Income, T. Rowe Price Dynamic Global Bond Inv, T. Rowe Price Ltd Dur Infl Focus Bd, T. Rowe Price US Treasury Money.
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 2020,2023, the Company set the rate of return at 2.5%5.2% 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 seven 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 two 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 20202023 as well as the named executive officers’ aggregate earnings, withdrawals, and balance information.
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 | 214,937 | 106,087 | 759,813 | — | 13,123,364(5) | |||||
Brian M. Scott | 142,634 | 51,210 | 281,869 | — | 2,016,517 | |||||
Ralph S. Henderson | 48,558 | 98,951 | 200,775 | 2,299,918 | 0 | |||||
Mark C. Hagan | 529,509 | 38,804 | 191,841 | — | 1,357,873 | |||||
Denise L. Jackson | 78,284 | 35,608 | 187,735 | — | 2,167,218 |
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 |
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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. |
TableTermination of ContentsEmployment and Change in Control Arrangements
Executive CompensationMs. Grace’s Severance Agreement
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
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, 2022 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) | “Cause” is defined as (A) Executive’s failure to perform in any material respect his or her duties as an employee of the |
(2) | “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.
(3) | “Change in |
Additionally, under eachIf an Involuntary Termination occurs within one year of the above scenarios,a Change in Control, Ms. SalkaGrace’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 her eligible dependents are entitled to continue to participate(4) reimbursement 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).
COBRA health
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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.
Under someAdditionally, in the event of an Involuntary Termination, Ms. Grace’s long-term equity incentive compensation awards are entitled to accelerated vesting in certain circumstances amounts payable under Ms. Salka’s employment agreement are subjectand pursuant to a full “gross-up” payment to make her whole if she is deemed to have received “excess parachute payments” under Section 4999the terms of the Code. The employment agreement has not been amended in recent years; however, in 2009, we committed to cease entering into employmentsuch award agreements, with tax gross-ups. Payment of all or a portion of the amountsas 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 provisionbelow and a provision requiring Ms. Salka not to solicit our employees during its termin further detail in “Compensation Discussion and for a period of two years thereafter.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, 2020.2023.
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($)(1) | Value of Accelerated Equity Awards ($)(2) | Total ($) | |||||
Termination of Employment by Us without Cause or by Ms. Salka for Good Reason Absent a Change in Control | 2,060,000 | 2,308,165 | 63,570 | — | 4,431,735 | |||||
Death or Disability | 2,060,000 | 1,154,083 | 15,753 | — | 3,229,836 | |||||
Termination of Employment by Us without Cause or by Ms. Salka for Good Reason with a Change in Control | 3,090,000 | 3,462,248 | 63,570 | 10,812,779 | 17,428,597 |
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 Agreements
EXECUTIVE OFFICER SEVERANCE AGREEMENTS
As of December 31, 2020,2023, we were party to executive severance agreements with each of Ms. Jackson,Mr. Knudson, Mr. Hagan and Mr. Scott,Ms. Laughlin 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, other than to the Company’s SEC-designated headquarters, that is beyond a 50-mile radius of their current office location (inexecutive officer resigns for “good reason”(2) (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 3 on the page(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 a one-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(1)”reason” after a “change in control” and generally receive the same severance benefits described in the preceding paragraph.
(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. |
(2) | “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 |
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The following table sets forth illustrative examples of the payments and benefits Mr. Scott,Knudson, Mr. Hagan, and Ms. JacksonLaughlin would have received if any of the circumstances described above occurred as of December 31, 2020.2023. 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.
JEFFREY R. KNUDSON
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 ($) | ||||||||||
Involuntary Absent a Change in Control | 520,000 | 516,026 | 16,110 | — | 1,052,136 | 630,000 | 681,750 | 33,918 | 893,736 | 2,239,404 | ||||||||||
Involuntary Within One Year of a Change in Control | 1,040,000 | 1,032,053 | 16,110 | 3,547,908 | 5,636,071 | 1,260,000 | 1,363,500 | 33,918 | 2,826,907 | 5,484,325 | ||||||||||
MARK C. HAGAN | ||||||||||||||||||||
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | TOTAL ($) | |||||||||||||||
Involuntary Absent a Change in Control | 500,000 | 128,750 | 20,843 | — | 649,593 | |||||||||||||||
Involuntary Within One Year of a Change in Control | 1,000,000 | 257,500 | 20,843 | 2,045,589 | 3,323,932 | |||||||||||||||
DENISE L. JACKSON | ||||||||||||||||||||
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | TOTAL ($) | |||||||||||||||
Involuntary Absent a Change in Control | 440,000 | 316,779 | 14,244 | — | 771,023 | |||||||||||||||
Involuntary Within One Year of a Change in Control | 880,000 | 633,559 | 14,244 | 1,998,360 | 3,526,163 |
MARK C. HAGAN
Termination Reason | Cash Severance ($) | 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
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | Total ($) | |||||
Involuntary Absent a Change in Control | 425,000 | 257,630 | 507 | — | 683,137 | |||||
Involuntary Within One Year of a Change in Control | 850,000 | 515,260 | 507 | 397,039 | 1,762,806 |
(1) |
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CEO Pay Ratio
As required by Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation of our median employee to the annual total compensation of our CEO, Ms. Grace, for fiscal year 2020.2023.
To identify our median employee for fiscal year 2020,2023, which we are required to do once every three years in accordance with SEC rules, we elected to use December 31, 20202023 to identify our employee population. The last time we identified our median employee in 2017, we used October 27th as the date that we identified our employee population, but we opted to use December 31st for 2020 because doing so allowed us to more efficiently identify full year compensation for our healthcare professionals and other temporary and contingent employees. As of December 31, 2020,2023, we had 13,45415,592 active employees, 2,7863,647 of which were corporate employees and 10,66811,945 of which were nurses, allied and other clinical healthcare professionals as well as executive and clinical leadership interim staff, medical coding professionals and other temporary or contingent employees. We refer to our non-corporate employees listed above as our “healthcare professionals.” Our healthcare professionals do not include our locum tenens clinicians, all of whomwho were independent contractors as of December 31, 2020.2023.
To identify our 20202023 median employee, we examined the 20202023 W-2 compensation, as of December 31, 2020,2023, for all full-time, part-time, temporary and seasonal employees, excluding our CEO and 251 employees located in Costa Rica and Puerto Rico, and including the healthcare professionals mentioned above. Wages were annualized for full-time corporate employees who 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 2020,2023, the annual total compensation of our median employee was $47,235,$73,812, and our CEO’s annual total compensation was $6,025,299,$6,660,480, of which $4,868,452$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 20202023 was 128:90:1.
The SEC rules do not allow for companies to annualize compensation paid to temporary employees. As mentioned above, our healthcare professionals, who comprised approximately 75%more than 80% of our workforce in 2023, are temporary employees. Since we are unable to annualize compensation for our healthcare 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 2020,2023, the ratio of the annual total annual compensation of our median corporate employee compared to the annual total compensation of our CEO was 80:66:1.
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.
Pay Versus Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“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 |
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Executive Compensation
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 |
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES
The Dodd-Frank Act enables our shareholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules. By voting on this Proposal 3, shareholders may indicate whether they would prefer an advisory vote on named executive officer compensation to occur every year, every two years or every three years. Shareholders may also abstain from voting on this proposal.
The Company currently seeks an advisory vote on the compensation of its named executive officers every year and, after careful consideration of this Proposal, our Board continues to believe that an annual advisory vote on executive compensation remains the most appropriate alternative for the Company and its shareholders. Therefore, the Board recommends that you vote to maintain an every year interval for the advisory vote on executive compensation. Shareholders are not voting to approve or disapprove the Board’s recommendation.
In formulating its recommendation, our Board considered that an annual advisory vote on executive compensation has allowed our shareholders to provide us with valuable direct input on our compensation philosophy, policies and practices as disclosedamounts in the proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with our policyInclusion of seeking input from, and engaging in discussions with, our shareholders on corporate governance matters and our executive compensation philosophy, policies and practices on a routine basis.
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, or three years, or abstain from voting.
The option of every year, every two years or every three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. However, because this vote is advisory and not binding on our Board or the Company in any way, our Board may decide that it isEquity Values in the best interests of our shareholders andtables above are derived from the Company to hold an advisory vote on executive compensation more or less frequently thanamounts set forth in the option approved by our shareholders.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. |
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 table are not ranked.
Pre-Bonus Adjusted EBITDA
Revenue
Adjusted EBITDA Performance
Relative TSR
100 | AMN Healthcare | 2024 Proxy Statement |
PROPOSAL 4: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM
The Audit Committee appointed KPMG LLP (“KPMG”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2020.2024. The Board proposes and recommends that the shareholders ratify this appointment.
Selection and Engagement of KPMG as Our Independent Registered Public Accounting Firm
SELECTION AND ENGAGEMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG served as our principal independent registered public accounting firm for 2020.2023. We expect representatives from KPMG to be present at the Annual 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.
Factors 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 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 |
Table of ContentsAUDIT FEES, AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES
Audit Committee Matters
Audit fees, Audit-Related fees, Tax fees and all other fees
The following sets forth the fees paid or accruedincurred for audit services and the fees paidincurred for audit-related, tax and all other services rendered by KPMG for each of the last two years:
2020 ($) | 2019 ($) | |||||||
Audit Fees(1) | 2,313,125 | 2,307,320 | ||||||
Audit-Related Fees(2) | 34,268 | 45,474 | ||||||
Tax Fees(3) | 395,810 | 373,730 | ||||||
All Other Fees | 0 | 0 |
2023 ($) | 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 |
(2) | Audit-related fees in |
(3) | Tax fees in |
Pursuant to the Audit Committee Charter, it is the policy of the Audit 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 Act, and in connection therewith, to approve all fees and other terms of engagement. In 20192022 and 2020,2023, the Audit Committee approved all fees billed by KPMG prior to the engagement.
the Audit Committee Matters
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 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, its 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 of non-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 Form 10-K for the year ended December 31, 20202023 filed with the SEC.
Audit Committee Members
MarkMARK G. Foletta
FOLETTA
Financial Expert
TERI G. FONTENOT
Financial Expert
DaphneDAPHNE E. Jones
JONES
Financially Literate
Teri G. Fontenot
JORGE A. CABALLERO
Financial Expert
2024 Proxy Statement |
At the Annual Meeting, our shareholders will be asked to approve an amendment and restatement of the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to provide exculpation from liability for certain 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 full text of the proposed Second Amended and Restated Certificate of Incorporation of the Company, which is attached to this proxy statement as Exhibit B and is 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.
PROPOSAL 5: SHAREHOLDER PROPOSALBackground
The Company has been advisedis incorporated in the State of Delaware and therefore subject to the Delaware General Corporation Law (“DGCL”). The DGCL permits Delaware corporations to limit or eliminate the directors’ personal liability for monetary damages resulting from a breach of the fiduciary duty of care, subject to certain 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 the Charter.
Effective August 1, 2022, the State of Delaware enacted legislation that Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who has indicated he is a beneficial ownerpermits Delaware corporations to provide similar exculpatory protections for officers. This decision was due in part to the recognition that both officers and directors 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 at least $2,000 in market valueprotection for officers to prolong litigation and extract settlements from defendant corporations. As adopted, amended Section 102(b)(7) of AMN’s Common Stock, intends to submit the following proposal at the Annual Meeting.
DGCL protects officers from personal monetary liability under limited circumstances as explained below.
2024 Proxy Statement | AMN | 105 |
PROPOSAL 5 – IMPROVE OUR CATCH-22 PROXY ACCESS
Shareholders request that our board of directors take the steps necessary to enable as many shareholders as may be needed to aggregate their shares to equal 3% of our stock owned continuously for 3-years in order to enable shareholder proxy access.
The current arbitrary ration of 20 shareholders to initiate shareholder proxy access can be called Catch-22 Proxy Access. In order to assemble a group of 20 shareholders, who have owned 3% of the stock for an unbroken 3-years, one would reasonably need to start with about 60 shareholders who own 9% of company stock for an unbroken 3-years because initiating proxy access is a complicated process that is easily susceptible to errors. It is a daunting process that is also highly susceptible to dropouts.
The 60 shareholders could then be whittled down to 40 shareholders because some shareholders would be unable to timely meet all the paper chase requirements. After the 40 shareholders submit their paperwork to management – then management might arbitrarily claim that 10 shareholders do not meet the requirements figuring that shareholders do not want a battle in court and management might convince another 10 shareholders to drop out – leaving 20 shareholders. But the current rule does not allow 40 shareholders to submit their paperwork to management to end up with 20 qualified shareholders.
And 60 shareholders who own 9% of company for an unbroken 3-years might determine that they own 51% of company stock when length of unbroken stock ownership is factored out. Plus it would be easier to simply call for a special shareholder meeting because 15% of shares can call for a special meeting and there is no 3-year unbroken stock ownership qualification.
But how does one begin to assemble a group of 60 potential participants if potential participants cannot be guaranteed participant status after following the tedious rules that can easily be 1500-words of legalese – because a single shareholder always takes the risk that he will be the 21st shareholder that could be voted off the island after a substantial investment of time by the arbitrary ration of 20 shareholders.
Who would be voted off the island? Would one favor shareholders who own the most stock or shareholders who have the best access to expert proxy access advice or shareholders who could attract the best proxy access candidates or the shareholders who can attract the most votes to the proxy access candidates?
The current arbitrary ration of 20 shareholders to initiate shareholder proxy access means that shareholders of the same class of stock are treated unequally. This could violate state law. At least one court concluded that a company cannot provide different voting rights for the owners of the same class of stock.
As an analogy such an arbitrary maximum limit of 20 shareholders does not apply to shareholders acting by written consent or to shareholders calling for a special shareholder meeting.
Please vote yes:
IMPROVE OUR CATCH-22 PROXY ACCESS – PROPOSAL 5
Shareholder ProposalOfficer 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 has consideredbelieves that eliminating personal monetary liability for officers under certain circumstances is reasonable, appropriate and consistent with similar limitations for directors. Delaware corporations that fail to adopt officer exculpation provisions may experience a disproportionate amount of nuisance litigation, as well as diversion of management attention from the proponent’s proposalbusiness of the corporation.
Further, the Board anticipates that similar exculpation provisions are likely to take the steps necessary to revisebe adopted by the Company’s shareholder proxy access mechanismpeers and others with whom the Company competes for executive talent. As a result, officer exculpation provisions may become necessary for Delaware corporations to allow an unlimited numberattract and retain experienced and qualified corporate officers.
A Delaware corporation seeking to extend the benefits of shareholders (rather than the current provision that allows upnewly amended Section 102(b)(7) to 20 shareholders) to aggregate their shares to satisfyits corporate officers must amend its certificate of incorporation, as the existing requirement that shareholdersprotections do not apply automatically and must continuously own 3% for 3 yearsbe embedded in order to enable shareholder proxy access. The Board does not find this proposalthe corporation’s certificate of incorporation to be effective. Accordingly, the Board has determined it advisable and in the best interests of our shareholders.
The Company’s current shareholder cap of 20 appropriately balances the benefits and risks of the proxy access provision. The current proxy mechanism is consistent with overwhelming market practice and affords a large number of the Company’s shareholders with proxy access to nominate individuals to the Board. Having no cap on the number of shareholders who may aggregate their shares could be harmful to the Company and its shareholders to seek shareholders’ approval for the Charter 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 allowingshareholders, subject to the limitations described under the heading “Conditions and Limitations to Exculpation under DGCL Section 102(b)(7)” above. As is the case with 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 unlimited numberimproper personal benefit.
If the Charter Amendment is approved by the shareholders at the Annual Meeting, it will become effective upon the filing of shareholders to aggregate their shares for proxy access purposes, which would enable small shareholders with narrow, special interests to exercise disproportionate influence over the director nomination process and be administratively burdensome.
The Company is committed to upholding corporate governance best practices and provides multiple other avenues in addition to proxy access for shareholders to engageCharter Amendment with the Board. OverSecretary of State of Delaware. In accordance with the past several years, we have formally engaged with our shareholders to discuss our corporate governance practices, including proxy access, to ensure that we are implementing the best practices that drive shareholder value. As a result of these discussions,DGCL, however, the Board amended our Bylawsmay abandon the Charter Amendment without further action by the stockholders at any time prior to proactively implement proxy accessthe effectiveness of the filing of the Charter Amendment with features that were informedthe Secretary of State of Delaware, notwithstanding shareholder approval. If the Charter Amendment is not approved by our shareholders. We have consistently received positive feedback regarding our proactive adoptionthe shareholders at the Annual Meeting, it will not be filed with the Secretary of proxy accessState of Delaware and our adopted proxy access mechanics. We believe our proxy access provisions are consistent with market practice and strike the appropriate balance between providing shareholders with meaningful proxy access rights while protecting against waste and abuse.
For thesewill not become effective, and the below reasons, the Board unanimously recommends that you vote AGAINST Proposal 5.
THE COMPANY’S PROXY ACCESS BYLAW ALREADY PROVIDES A MEANINGFUL AND APPROPRIATE MECHANISM FOR SHAREHOLDERS TO NOMINATE INDIVIDUALS TO THE BOARD
The Company’s proxy access bylaw was adopted on September 18, 2017 following considerable discussion and consideration by the Board, including engagement with many of our shareholders. It allows an eligible shareholder (or group of up to 20 eligible shareholders), owning at least 3% of the Company’s outstanding voting shares continuously for at least three years, to nominate and include in our annual meeting proxy materials, directors constituting the greater of two individuals or 20% of the Board. The current shareholder aggregation limit of 20 permits numerous combinations of small and/or large shareholders to satisfy the 3% limit and does not serve as a barrier for shareholders to participate in proxy access. In addition, our market benchmarking efforts and engagement with shareholders played a significant role in our Board’s decision to adopt the proxy access mechanics that it did.
THE CURRENT PROXY ACCESS FRAMEWORK ALREADY PROVIDES A LARGE NUMBER OF OUR SHAREHOLDERS WITH THE RIGHT TO UTILIZE PROXY ACCESS
Based on the current shareholder base, any of our five largest shareholders acting alone could satisfy the 3% threshold. Further, any of our top 100 shareholders could form a group of 20 that would satisfy the 3% threshold. Beyond that, any of our smaller shareholders could nominate directors through proxy access by partnering with our larger shareholders. Therefore, the current shareholder limit of 20 already allows for numerous combinations of small and large shareholders that could satisfy the 3% limit. Since the current aggregation limit does not serve as a barrier for shareholders to participate in proxy access, eliminating the aggregation limit would not provide our shareholders with a meaningful new right.
THE COMPANY’S CURRENT SHAREHOLDER CAP APPROPRIATELY BALANCES THE BENEFITS AND RISKS OF THE PROXY ACCESS PROVISION; ELIMINATING THE CAP COULD BE HARMFUL TO THE COMPANY AND ITS SHAREHOLDERS
The Board believes its current proxy access framework strikes an appropriate balance between making proxy access available to shareholders and creating an undue burden and expense on the Company to the detriment of its shareholders. As a necessary part of the proxy access process, the Company is required to collect and verify information submitted by each nominating group member, which diverts Company time and resources away from primary business functions. The Board elected to set a reasonable limit on the size of the shareholder nominating group to alleviate any potentially unreasonable resource allocation required by this process, while retaining an equally reasonable and viable proxy access right. The current proposal would expose the Company to potentially unreasonable administrative burdens that would waste corporate resources and would not serve the interests of our shareholders.
Charter will remain unchanged.
2024 Proxy Statement |
Shareholder Proposal
Security Ownership of Certain Beneficial Owners and Management
ALLOWING AN UNLIMITED NUMBER OF SHAREHOLDERS TO AGGREGATE THEIR SHARES FOR PROXY ACCESS PURPOSES WOULD ALLOW SMALL SHAREHOLDERS WITH NARROW, SPECIAL INTERESTS TO EXERCISE DISPROPORTIONATE INFLUENCE OVER THE DIRECTOR NOMINATION PROCESS
The existing shareholder aggregation limit protects shareholders because it ensures that proxy access is available to shareholders who have a significant economic stake in the Company, but cannot be coopted by shareholders with minimum economic stakes who would then be able to drive their special interests under a proxy access right without a cap on shareholder group size. Even small shareholders would continue to be able to use proxy access so long as more significant shareholders agree to join their initiative, so a shareholder group cap of 20 would not prevent them from using proxy access so long as other shareholders support the same goals.
ALLOWING UP TO 20 SHAREHOLDERS TO ACT AS A GROUP CONTINUES TO BE CONSISTENT WITH OVERWHELMING MARKET PRACTICE
Allowing groups of up to 20 shareholders to aggregate their stock ownership in order to satisfy the minimum ownership threshold is consistent with the approach taken by more than 85 percent of companies that have proxy access. This overwhelming consensus reflects the belief that capping nominating groups at 20 shareholders strikes the appropriate balance between empowering shareholders to effectively utilize proxy access, while limiting the administrative burden and related company expense that would come from groups of a larger size. Given the Board’s continuing commitment to shareholder engagement and responsiveness, as evidenced by our adoption of a proxy access framework, and the potential unreasonable costs and burdens that would result in the absence of an aggregation limit, the Board believes that amending our proxy access framework as requested by the proposal is unnecessary and not in the best interests of our shareholders
THE COMPANY IS COMMITTED TO UPHOLDING CORPORATE GOVERNANCE BEST PRACTICES AND PROVIDES MULTIPLE OTHER AVENUES IN ADDITION TO PROXY ACCESS FOR SHAREHOLDERS TO ENGAGE WITH THE BOARD
We are a leader in corporate governance and have implemented a formal outreach program where we regularly solicit the views of investors on topics such as this (see “Corporate Governance Program Overview” on page 25 and “Shareholder Corporate Governance Outreach” on page 26 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 Board’s practice of continually assessing its composition to most effectively align with the Company’s strategic objectives, sufficiently serves to accommodate AMN’s shareholders without the unnecessary burden and expense associated with eliminating the proxy access shareholder aggregation limitation. In addition to the foregoing and our proxy access provisions, shareholders have multiple other avenues to express their views on Board performance, including:
For all the above reasons, among others, the proponent’s proposal to take steps to revise the Company’s shareholder proxy access mechanism to allow an unlimited number of shareholders (rather than the current provision that allows up to 20 shareholders) to aggregate their shares to satisfy the existing requirement that shareholders must continuously own 3% for 3 years in order for proxy access is neither necessary nor in shareholders’ best interest. Vote No.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of February 23, 2021 (the “Record Date”)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(1) | Percent of Class | |||
BlackRock, Inc.(2) | 7,404,306 | 15.71 | % | ||
The Vanguard Group(3) | 4,965,173 | 10.53 | % | ||
Susan R. Salka(4) | 24,997 | * | |||
R. Jeffrey Harris(5) | 100,060 | * | |||
Dr. Michael M.E. Johns(6) | 89,269 | * | |||
Martha H. Marsh(7) | 78,941 | * | |||
Brian M. Scott(8) | 50,337 | * | |||
Douglas D. Wheat(9) | 40,471 | * | |||
Mark G. Foletta(10) | 39,373 | * | |||
Denise L. Jackson(8) | 18,752 | * | |||
Mark C. Hagan(8) | 9,382 | * | |||
Daphne E. Jones(11) | 7,341 | * | |||
Teri G. Fontenot(12) | 4,182 | * | |||
Sylvia Trent-Adams(13) | 1,197 | * | |||
All current directors, director nominees and executive officers as a group | 464,302 | 0.98 | % |
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) | 27,104 | * | |||
Mark C. Hagan(9) | 31,680 | * | |||
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) | 13,773 | * | |||
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 |
(3) | Of the |
2024 Proxy Statement | AMN Healthcare | 107 |
Security Ownership and Other Matters
(4) | |
(5) | Includes (A) |
(6) | Includes (A) |
Security Ownership And Other Matters
Includes (A) | |
Includes (A) | |
All shares of Common Stock reflected in this row are owned directly by the named executive officer. | |
(10) | Includes (A) |
Includes | |
(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 |
(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) Reports
SECTION 16(a) REPORTING COMPLIANCE
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% of 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 2020.2023, 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.
Shareholder Proposals for the 2025 Annual Meeting
SHAREHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING
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 20222025 Annual Meeting of Shareholders without including such proposal in our proxy statement must deliver written notice to our Corporate Secretary not before December 22, 202120, 2024 and not later than January 21, 2022.19, 2025. We must receive shareholder proposals intended to be included in the 20212024 proxy statement no later than November 10, 2021.5, 2024.
The shareholder proposals must comply with the requirements of Rule 14a-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 20222025 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 20222025 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 REPORTAnnual 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 on Form 10-K, as filed with the SEC for the fiscal year ended December 31, 20202023 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.
TableDelivery of ContentsProxy Statement, Annual Report or Notice of Internet Availability
Security Ownership And Other Matters
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 at 866-871-8519. 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 at 866-871-8519.
Other Business
OTHER BUSINESS
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.
109 |
WHEN AND WHERE IS THE ANNUAL MEETING?When And Where Is The Annual Meeting?
Our 20212024 Annual Meeting will be held virtually on Wednesday, April 21, 2021,19, 2024, at 12:00 p.m.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?
WHAT IS “NOTICE AND ACCESS” AND WHY DOES AMN 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 SEC. On or about March 10, 2021,5, 2024, we will mail to our shareholders 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 10, 2021.5, 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 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. Electronic delivery decreases costs, expedites distribution, and reduces our environmental impact. Environmental stewardshipSustainability is aan important component of our Corporate Social Responsibility Program,ESG strategy, and 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?
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 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 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?
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.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?
WHAT IS INCLUDED IN THE PROXY MATERIALS?
Our proxy materials include:
Our Notice of Annual Meeting of Shareholders, | |
This proxy statement, and | |
Our |
If you receive a paper copy of these materials by mail, the proxy materials will also include a proxy card.
AMN Healthcare | 2024 Proxy Statement |
General Information
Who Pays The Cost Of Soliciting Proxies For The Annual Meeting?
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?
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
In accordance with our Bylaws, the Board has fixed the close of business on February 23, 2021,21, 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 47,180,479 shares.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?
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, by non-binding advisory vote, the compensation | |
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, | |
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 proposal, if properly presented, as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
What Constitutes A Quorum?
WHAT IS THE VOTE REQUIRED FOR EACH PROPOSAL AND WHAT ARE MY CHOICES?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 votes cast | No | ||
Proposal 2: Advisory vote | Majority of the shares entitled to vote and present or represented by proxy | No | ||
Proposal 3: | ||||
Majority of the shares entitled to vote and present or represented by proxy | Yes | |||
Proposal | Majority of the outstanding shares | 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 | AMN Healthcare | 111 |
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, 43, and 54 (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, 43, or 5,4, the ABSTAIN vote will have the same effect as an AGAINST vote.
How Does The Board Recommend That I Vote?
With respect to Proposal 3, you may vote FOR Every Year, FOR Every Two Years, FOR Every Three Years or ABSTAIN. If you ABSTAIN from voting on Proposal 3, the abstention will not have an effect on the outcome of the vote.
General Information
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The Board recommends that you vote:
FOR: the election of the eight directors nominated by the Board and named in this proxy statement, | |
FOR: the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, | |
● | 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 DOHow Do I VOTE MY SHARES?Vote My Shares?
ONLINE | CALL | |||
By following the Internet voting instructions included in the proxy package sent to you (or by going to www.proxyvote.com and following the instructions) at any time up until 11:59 p.m. Eastern Time on the day before the date of the Annual Meeting. | By following the telephone voting instructions included in the proxy package sent to you (by calling 1 (800) 690-6903 and following the instructions) at any time up until 11:59 p.m. Eastern Time on the day before the date of the Annual Meeting. | |||
DURING THE MEETING | ||||
If you have elected to receive a printed copy of the proxy materials from us, by marking, dating, and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials. The proxy card must be received prior to the Annual Meeting. | You can also cast your vote at our Virtual Shareholder Meeting. Even if you plan to attend, we encourage you to vote in advance by Internet, telephone, or mail so your vote will be counted if for some reason you are unable to attend. |
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 |
General Information
WHAT IS THE DIFFERENCE BETWEEN SHAREHOLDER OF RECORD AND BENEFICIAL OWNER?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?
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, 3 and 5.4. We believe that Proposal 43 — 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.
Table of ContentsWhat Is The Effect Of A Broker Non-Vote?
General Information
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 (Proposal(Proposals 1) or any proposal that requires the majority of the shares entitled to vote and present or represented by proxy (Proposals 2 4 and 5)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?
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 CANHow Do I FIND THE RESULTS OF THE ANNUAL MEETING?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 providedisclose the final results in an amendment to the Form 8-K as soon as they become available.
2024 Proxy Statement |
Non-GAAP Reconciliation for Consolidated Adjusted EBITDA and Consolidated Pre-Bonus Adjusted EBITDA for Purposes of 2023 Bonus Achievement
NON-GAAP RECONCILIATIONS FOR CONSOLIDATED ADJUSTED EBITDA FOR PURPOSES OF 2020 BONUS ACHIEVEMENT
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 ($) | |
Nurse and allied solutions | 2,624,509 | |
Physician and leadership solutions | 669,701 | |
Technology and workforce solutions | 495,044 | |
Segment operating income(1) | ||
Nurse and allied solutions | 362,158 | |
Physician and leadership solutions | 94,966 | |
Technology and workforce solutions | 214,736 | |
Unallocated corporate overhead(2) | 92,744 | |
Adjusted EBITDA(3) | 579,116 |
579,116 |
Adjustments(4) | 4,701 | |
Pre-Bonus AEBITDA(5) | 583,817 | |
Year Ended December 31, 2023 ($) | ||
GAAP diluted net income per share (EPS) | 5.36 | |
Adjustments | 2.85 | |
Adjusted diluted EPS(6) | 8.21 |
AMN Healthcare | 115 |
Exhibit A Toto 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 other costs, and share-based compensation expense. |
(2) | Please note that the amount set forth in this line item excludes the amounts set forth in the line item below entitled “acquisition, integration, and other |
(3) | Adjusted EBITDA represents net income plus interest expense (net of interest income) and other, income tax expense, depreciation and amortization, depreciation (included in cost of revenue), acquisition, integration, and other costs, and share-based compensation expense. Management believes that Adjusted EBITDA provides an effective measure of our results, as it excludes certain items that management believes are not indicative of our operating performance and considers measures used in credit facilities. Adjusted EBITDA is not intended to represent cash flows for the period, nor has it been presented as an alternative to income from operations or net income as an indicator of operating performance. Although management believes that some of the items excluded from Adjusted EBITDA are not indicative of our operating performance, these items do impact the statement of comprehensive income, and management therefore utilizes Adjusted EBITDA as an operating performance measure in conjunction with GAAP measures such as net income. |
(4) | This amount represents the net adjustments to Adjusted EBITDA, as decided by the Talent and Compensation Committee for bonus calculation and payout only. For the purposes of determining in connection with the bonus calculation and payout, the Talent and Compensation Committee excluded the expense associated with the payout 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 |
(5) | |
(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. |
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.
1. Name. The name of the corporation is “AMN Healthcare Services, Inc.”
2. Address; Registered Office and Agent. 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 of the Corporation, 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 time 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 right of the Corporation to procure a judgment in its favor, by reason of 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 in 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 payment of expenses, 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 the 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. |
12400 HIGH BLUFF DRIVE,
2999 OLYMPUS BLVD., SUITE 100500
DALLAS, TEXAS 75019
SAN DIEGO, CA 92130
VOTE BY INTERNET
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. Eastern TimeP.M. ET on April 20, 2021.18, 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 towww.virtualshareholdermeeting.com/AMN2021AMN2024
You may attend the meeting via the Internet and vote 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 to transmit your voting instructions. Vote by 11:59 p.m. Eastern TimeP.M. ET on April 20, 2021.18, 2024. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope 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: | ||
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
AMN HEALTHCARE SERVICES, INC.
AMN HEALTHCARE SERVICES, INC. | |||||||||||||||||||
The Board of Directors recommends you vote FOR the | |||||||||||||||||||
1. | Election of Directors | ||||||||||||||||||
Nominees: | |||||||||||||||||||
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. | |
| ||
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 Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report/10-KReport are available at www.proxyvote.comwww.proxyvote.com.
AMN HEALTHCARE SERVICES, INC.
Annual Meeting of Shareholders
April 21, 202119, 2024 at 12:00 PM CDT
8:30 a.m. (Central Time)
This proxy is solicited by the Board of Directors
The undersigned, revoking all previous proxies, hereby appoints Douglas D. Wheat, R. Jeffrey Harris and 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/AMN2021)AMN2024) at 12:00 PM8:30 a.m. Central Time on April 21, 2021,19, 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’Directors' recommendations.
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.