UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DCD.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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☐ | Preliminary Proxy Statement | |
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| Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) | |
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AMN HEALTHCARE SERVICES, INC.Healthcare Services, Inc.
(Name of Registrant as Specified in itsIn Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | ||||
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Our Aspiration
We strive to be recognized as the most trusted, innovative, and influential force in helping healthcare organizations provide a quality patient care experience that is more human, more effective, and more achievable.
OUR MISSION
DELIVER | GIVE | CREATE |
the | healthcare professionals opportunities to do their best work towards quality patient care | a values-based culture of |
OUR PURPOSE
Helping to achieve personal and professional goals every day.
CORPORATE CULTURE FOCUSED ON CORE VALUES | ||
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Dear Fellow Shareholders,
On behalf of AMN Healthcare Services and its Board of Directors, we are pleased to invite you to attend our Annual Meeting of Shareholders on April 22, 2020 at our offices in Dallas, Texas. Throughout the past year, we have further advanced our position as the leader and trusted partner for total talent solutions to healthcare organizations. We made significant progress in our mission to 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 and create a values-based culture of innovation where our team members can achieve their goals.
Purpose, Profit and Culture
We recognize the integral role that our corporate purpose and culture play in the Company’s ability to generate sustainable profits and make a positive impact in society. We have established a performance and values-based culture that aligns our business strategy with the development of our greatest assets, our people. To this end, we have an active strategy to enhance diversity, equality, and inclusion in our workplace, workforce, and marketplace.
Diversity, Equality & Inclusion
Diversity, equality, and inclusion is a foundational element of AMN’s culture and helps us sustain a competitive advantage. We are among a unique group of companies with 44% female representation on our Board and 50% of our executive team from historically underrepresented groups. This diversity extends through our organization from our team members to our affiliate partners and suppliers. AMN strives to be a catalyst for change in the healthcare and staffing industries and in our communities by regularly publishing and participating in surveys and white papers that highlight diversity issues. In 2019, and for the third consecutive year, AMN was recognized by the Bloomberg Gender Equality Index and the Human Rights Campaign’s Corporate Equality Index.
Sustainable Long-Term Growth
Our strategy and our actions every day are grounded in the belief that we can achieve our mission by unlocking the strength of the diverse backgrounds, experiences, and perspectives of all our stakeholders. We believe this philosophy and approach will help us prepare for anticipated risks, create a platform for long-term growth and demonstrates the effective leadership and governance principles that sustainable-minded investors seek.
Thank you for your continued support and investment in AMN Healthcare, and we hope to see you at our 2020 Annual Meeting.
Sincerely,
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“Inclusion for me is an action verb. I am proud that we have initiated a strategic action plan to promote and achieve true diversity, equality, and inclusion – to make our company, our industry, and the world around us better.”
Susan Salka
Respect, Passion, Continuous Improvement, Trust, Customer Focus, and Innovation | ||||||
RESPECT | TRUST | CUSTOMER FOCUS | ||||
We value everyone’s unique contribution, and as such, we treat everyone with the highest level of personal and professional courtesy, consideration, and care. | Our relationships are honest, authentic, and open. We pride ourselves on the fact that we keep our commitments. Our word is our promise. | We put people first, whether the customer is internal or external. We strive to go above and beyond in what we bring to every professional relationship, not just meeting, but exceeding, expectations at every turn. | ||||
PASSION | CONTINUOUS IMPROVEMENT | INNOVATION | ||||
We love what we do – and it shows. Passion makes the difference between just doing something – and doing it well. It’s the fire that drives our purpose and our daily lives. | We know that even our best efforts and our most robust solutions can always be better. We never settle for ‘good enough’ and constantly seek opportunities and proactively embrace changes to improve. | Innovation is a mindset. We work to stay future-focused and committed to bringing new ideas to life that generate differentiated value for everyone. | ||||
A LETTER FROM OUR INDEPENDENT
BOARD CHAIRMAN
| Dear AMN Shareholders, On behalf of the Board and AMN Healthcare, thank you for the confidence you placed in us during this challenging and extraordinary time. We have strategically evolved and built AMN into the largest, and one of the most dynamic and consistently high performing companies in our industry. Despite unprecedented challenges, we remain focused on being the total talent solutions partner for our clients, with an unparalleled ability to serve the needs of large, diverse health systems and multiple care settings. More importantly, we have created a culture that puts people and values first. Just like our clients and healthcare professionals, our team members are working extraordinarily hard to do their part in this challenging environment. STAKEHOLDER CAPITALISM As the COVID-19 pandemic continued for a second straight year, we remained committed to support our healthcare professionals, clients, team members, supplier partners, and communities. Our COVID-19 response structure adapted to the rapidly evolving healthcare landscape to address both the ongoing and newly identified needs of our stakeholders. Our 24/7 COVID-19 crisis hotline continues to help our healthcare professionals, healthcare facilities, and supplier partners navigate through the uncertain and constantly changing environment. We also continued to ensure that our healthcare providers who are quarantined or become infected with COVID-19 have access to appropriate medical care and much needed resources such as mental health and general wellness support. With demand for healthcare professionals once again hitting record levels, the Company deployed more than 95,000 healthcare professionals in 2021. To support this unprecedented demand, we hired more team members than any prior year, including new additions to our leadership team, to improve our ability to foster a values-based culture, care for our team members, and manage sustainable growth. We are proud that we rose to the challenges 2021 presented and solidified our role in providing total talent solutions to our healthcare clients that are empowering the future of care. The AMN team continues to commit our talent and efforts into making a positive impact during this critical time. As the nation’s leader in total talent healthcare solutions, we have established a performance and values-based culture that aligns our business strategy with the development of our greatest assets, our people. We believe that our diverse workforce and inclusive culture drives innovation and creates better outcomes that make us a leader in our industry. Throughout 2021 we continued to focus on enhancing diversity, equity, equality, and inclusion in our workplace, workforce, and marketplace. As of December 31, 2021, 67% of our corporate team members were women and 40% from historically underrepresented groups. To continue to meet the diverse needs of our stakeholders, we advanced our commitment to corporate social responsibility by increasing our diverse and small business supplier spend in 2021 to $378M, continuing to support diverse businesses through our vendor development program, funding minority-owned business certifications, and committing $8.9M to non-profits focused on advancing social justice, DEI, health equity, and resilience in healthcare. We also developed a 3-year ESG Roadmap aligned with the United Nations’ Sustainable Development Goals and linked to our business strategy. |
2022 Proxy Statement | 1 |
BOARD COMPOSITION & REFRESHMENT STRATEGY As we focus on being a leader in total talent solutions, we recognize the critical role that our Board’s composition plays in our ability to execute our long-term strategy and strategic initiatives. We maintain an engaged, diverse, and deeply knowledgeable Board, with a balance of tenured and relatively new directors. Currently, we have an average aggregate tenure for independent board directors of approximately eight years. We are proud to be among a unique group of companies with 56% female representation on our Board and 33% racial diversity. To support our refreshment strategy, the Board has appointed a new director in each of the last four years. In December 2021, we appointed Mr. Jorge A. Caballero, as a new director to continue to strengthen the effectiveness of our Board. The addition of Mr. Caballero who is an accomplished global business executive with a strong financial background and experience in mergers and acquisitions, plays an integral role in our long-term growth strategy. CEO RETIREMENT On March 10, 2022, after a successful 32-year career with AMN Healthcare, including 17 years as Chief Executive Officer, we announced that Susan R. Salka intends to retire by the end of the year. Ms. Salka intends to continue to serve as President and Chief Executive Officer and as a member of the Board until a successor is appointed. It has been my great honor and privilege to serve and lead with Ms. Salka, and her authenticity and genuine caring for others have left an indelible impression on me. The Board is grateful to Ms. Salka for her outstanding leadership of AMN Healthcare and looks forward to continuing to build upon the enduring, impactful organization she and the team have created. These topics and other key issues of shareholder interest are discussed further within this proxy statement and will be addressed at our 2022 Annual Meeting of Shareholders on Friday, May 6, 2022, at 10:30 a.m. Central Time. To prioritize the health and well-being of our meeting participants, we will conduct our 2022 meeting virtually. We cordially invite you to join us and have included instructions for participating in our virtual shareholder meeting under the General Information Section of this proxy statement. Gratefully Yours, DOUGLAS D. WHEAT Chairman of the Board | As the nation’s leader in total talent healthcare solutions, we have established a performance and values-based culture that aligns our business strategy with the development of our greatest assets, our people. |
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RECOMMENDATIONS |
Notice of Annual Meeting of Shareholders
DATE AND TIME | LOCATION | RECORD DATE |
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VOTING MATTERS
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The Annual Meeting of Shareholders (the “Annual Meeting”) of AMN Healthcare Services, Inc. will be held at our office located at 8840 Cypress Waters Boulevard, Suite 300, Dallas, Texas 75019 on Wednesday, April 22, 2020, at 8:30 a.m. Central Time, or at any subsequent time that may be necessary by any adjournment or postponement of
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2. To approve, bynon-binding advisory vote, the compensation of our named executive officers | 44 |
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4. To ratify the appointment of KPMG LLP | 84 |
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The Board of Directors has fixedWe will also take action upon any other business as may properly come before the close of business on February 24, 2020 as the record date for determining the shareholders of the Company entitled to notice of and to vote at the2022 Annual Meeting and at any adjournmentadjournments or postponement thereof. Representationpostponements of at least a majority of the voting power represented by all outstanding shares is required to constitute a quorum at the Annual Meeting. Accordingly, it is important that your shares be represented at the Annual Meeting.meeting.
We will be using the Securities and Exchange Commission’s Notice and Access model (“Notice and Access”), which allows us to make proxy materials available electronically, as the primary means of furnishing proxy materials. We believe Notice and Access provides shareholders with a convenient method to access our proxy materials and vote. It also allows us to conserve natural resources which aligns with our Corporate Social Responsibility strategy by reducing our environmental footprint as well as reducing the costs associated with printing and distributing our proxy materials. On or about March 11, 2020, 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 2019 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 2019 Annual Report.HOW TO VOTE YOUR SHARES
ONLINE | CALL | DURING THE MEETING | |
Please follow the internet voting instructions sent to you and visit www.proxyvote.com, any time up until 11:59 p.m. (Eastern Time) on May 5, 2022. | Please follow the telephone voting instructions sent to you and call 1 (800) 690-6903, any time up until 11:59 p.m. (Eastern Time) on May 5, 2022. | 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 2022 Annual Meeting to be counted. | 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. |
March [ ], 2020YOUR 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 Environmental, Social, and Governance strategy by reducing our environmental footprint as well as reducing the costs associated with printing and distributing our proxy materials. On or about March 24, 2022, 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 2021 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 2021 Annual Report. |
MARCH 24, 2022
By Order of the Board of Directors,
DENISE L. JACKSON
CHIEF LEGAL OFFICER AND CORPORATE SECRETARY
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Our Strategy and Talent Solutions
Denise L. Jackson
Chief Legal OfficerWe are the leader and Corporate Secretaryinnovator in total talent solutions for the healthcare sector in the United States. We are passionate about all aspects of our mission:
Purpose-Driven, Values-BasedOrganization Committed to Serving All Our Stakeholders | Leader and Innovator in TotalTalent Solutions for Healthcare; Uniquely Positioned to Serve Growing Health Systems and Diverse Care Settings | Experienced, Diverse and DeepLeadership Team Driving Tech- Enabled Innovation that Benefits Healthcare Professionals and Clients |
Our solutions enable our clients to manage and optimize their workforce, simplify staffing complexity, increase efficiency, and elevate the patient experience. Our comprehensive suite of talent solutions provides management, staffing, recruitment, language services, technology, telehealth and virtual care management, analytics, and related services to build and manage all or part of our clients’ healthcare workforce needs. We offer temporary, project, and permanent career opportunities to our healthcare professionals, from nurses, doctors, and allied health professionals to healthcare leaders and executives in a variety of settings across the nation to help them achieve their personal and professional goals.
NURSE & ALLIED SOLUTIONS | PHYSICIAN & LEADERSHIP SOLUTIONS | TECHNOLOGY & WORKFORCE SOLUTIONS | ||
WORKFORCE STAFFING Travel Nursing Allied Healthcare Local Staffing Rapid Response Revenue Cycle Solutions School Staffing Labor Disruption | WORKFORCE STAFFING
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VIRTUAL CARE |
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of revenue from these segments is derived from managed services programs (MSPs)
2022 Proxy Statement | 5 |
Our Strategy and Talent Solutions
OUR BUSINESS STRATEGY
Our strategy is designed to support growth in the number and size of customer relationships and expansion of the markets we serve. Driving increased adoption of our existing talent solutions through cross-selling will deepen and broaden our customer relationships. We will continue to innovate, develop, and invest in new, complementary service and technology solutions to our portfolio that optimize and manage our clients’ workforce, enhance the patient experience, better engage our talent network and expand into different healthcare delivery settings. We expect this will enable us to expand our strategic customer relationships, while driving more recurring revenue with an improved margin mix that will be less sensitive to economic cycles.
2021–2022 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 in our talent and communities to foster sustainable economic and social development that positively impacts our stakeholders and environment while advancing the quality of our company through engagement in the world around us. We have aligned our ESG strategy with the following United Nations’ Sustainable Development Goals, which we discuss in detail on page 27 of this Proxy Statement and within our ESG Report that we anticipate publishing in March 2022.
ASPIRATION | APPROACH | VISION |
We strive to be an ESG beacon in the healthcare and staffing industries, driving outsized shared value | Focus & set ambitious goals Minimize footprints & maximize handprints Collaborate with client and industry partners to accelerate change Embed ESG in the core of our business | A healthy, just, equitable, and sustainable world where all can thrive |
Health & Wellness For ALL | ||
Pillar 1 | Pillar 2 | Pillar 3 |
HEALTH | DEI | SUSTAINABILITY |
Advancing Health & Wellness for our Team Members, Healthcare Professionals, and our Communities | Driving Diversity, Equality, Equity & Inclusion Throughout our Value Chain and Industry | Catalyzing a Sustainable & Regenerative Future |
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Our Strategy and Talent Solutions
CORPORATE GOVERNANCE | 2021 ESG ACCOMPLISHMENTS |
● Developed 3-Year ESG Roadmap aligned with UN Sustainable Development Goals and linked to our 3-Year Business Strategy ● Expanded our Employee Resource Groups to 8 groups engaging 25% of our corporate team members ● Established Sustainability Champions to serve alongside our Diversity Champions and Community Champions to advance our ESG program ● Calculated Scope 1 and Scope 2 GHG Emissions | |
HUMAN CAPITAL MANAGEMENT | 2021 SOCIETAL IMPACT |
● Committed $8.9 million to non-profits focused on advancing social justice, diversity, equality, and inclusion, health equity, and resilience in healthcare ● Increased 2021 Diverse Supplier Spend with Small and Diverse Businesses to approximately $370M ● Expanded our Vendor Mentor Program and Funding of Minority-Owned Business Certifications | |
RECENT RECOGNITION
2021 - 2022 | 2021 - 2022 | 2021 - 2022 | 2022 | 2021 | 2021 |
Bloomberg | Human Rights Campaign | Newsweek | Forbes | NACD | Women’s Forum of New York |
Gender Equality Index | Corporate Equality Index | America’s Most Responsible Companies | America’s Best Large Employers | Diversity, Equality, Equity, and Inclusion | Top 3% of Public Corporate Boards for Gender Parity |
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Proxy Statement SummaryVoting Roadmap
The summary below highlights certain information that may be found elsewhere in this proxy statement. We encourage you to read the entire proxy statement before casting your vote. Our proxy statement and related materials are first being made available to our shareholders on or about March 11, 2020.
Our Financial Performance
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PROPOSAL 1 | ELECTION OF OUR DIRECTORS OUR BOARD RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL. | More information on |
Our Total Return(²) vs. Russell 2000 and S&P 500
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DIRECTORS AT A GLANCE
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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 director, Ms. Teri G. Fontenot,addition, Jorge A. Caballero, who was appointed to the Board in September 2019.on December 14, 2021. The addition of Ms. Fontenot,Mr. Caballero, who is a former chiefan accomplished global business executive with extensive financial officer of three health systems and CEO of Women’s Hospital in Baton Rouge, Louisiana,leadership experience, supports our ongoing Board refreshment strategy. His audit, financial and risk management background and experience in mergers and acquisitions, will be beneficial to our growth strategy and further strengthenscommitment to transparency. As announced on March 10, 2022, Susan R. Salka intends to retire by the end of the year ending December 31, 2022, but will stand for reelection to AMN’s Board and diversifies the aggregate skills, experiencesremain as a director and characteristics of our Board. Please findChief Executive Officer until a successor is hired. A list of all director nominees are reflected below. Additional information for each nominee can be found under “Election of Our Directors (Item(Proposal 1)” beginning on page 6.13.
Name | Age | Director Since |
Professional Background
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Mark G. Foletta | 59 | 2012 |
Executive Vice President and Chief Financial Officer, Tocagen Inc.
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Teri G. Fontenot | 66 | 2019 |
Former CEO of Women’s Hospital
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R. Jeffrey Harris | 65 | 2005 | Former Of Counsel at Apogent Technologies, Inc. |
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Michael M.E. Johns, M.D. | 78 | 2008 | Professor in the School of Medicine, Emory University |
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Daphne E. Jones | 61 | 2018 |
Former Senior Vice President – Digital/Future of Work, GE Healthcare
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Martha H. Marsh | 71 | 2010 |
Former President and CEO, Stanford Hospital and Clinics
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Susan R. Salka | 55 | 2003 |
Chief Executive Officer, AMN Healthcare Services, Inc.
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Douglas D. Wheat | 69 | 1999 |
Managing Partner, Wheat Investments, LLC
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Director | Other Public | Board Committees | ||||||
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JORGE A. CABALLERO INDEPENDENT Former Managing Partner of Deloitte’s Business Tax Services | 65 | 2021 | 0 | l | l | |||
MARK G. FOLETTA INDEPENDENT Former Executive Vice President and Chief Financial Officer, | 61 | 2012 | 2 | l | ||||
TERI G. FONTENOT INDEPENDENT CEO Emeritus and Former CEO of Woman’s Hospital | 68 | 2019 | 2 | l | l | |||
R. JEFFREY HARRIS INDEPENDENT Former Of Counsel at Apogent Technologies, Inc. | 67 | 2005 | 0 | l | l | l | ||
DAPHNE E. JONES INDEPENDENT Former Senior Vice President – Digital/Future of Work, GE Healthcare | 64 | 2018 | 2 | l | l | |||
MARTHA H. MARSH INDEPENDENT Former President and CEO Stanford Hospital and Clinics | 73 | 2010 | 1 | l | ||||
SUSAN R. SALKA President and Chief Executive Officer | 57 | 2003 | 1 | l | ||||
REAR ADMIRAL DR. SYLVIA TRENT-ADAMS, EVP & Chief Strategy Officer, | 56 | 2020 | 0 | l | l | |||
DOUGLAS D. WHEAT (CHAIRMAN) INDEPENDENT Managing Partner, Wheat Investments, LLC | 71 | 1999 | 2 | l |
Audit | Audit Committee | Gov | Corporate Governance and Compliance Committee | l | Chair | |
| Compensation Committee | Exec | Executive Committee | l |
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CURRENT BOARD COMPOSITION
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Our Key Executive Compensation Practices
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Our Key Corporate Governance Policies
Average | Average 65 years |
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The illustration below summarizes the key experience, qualifications, and attributes for each director nominee and highlights the balanced mix of experience of our Board as a whole. This is a high-level summary that is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board.
OUR KEY CORPORATE GOVERNANCE PRACTICES
Practice | Description | |
Proxy Access | Our Bylaws contain meaningful proxy access features that are consistent with market practice and were developed through shareholder conversations. | |
Majority Voting in UncontestedElections | Director nominees must receive the affirmative vote of a majority of the votes cast in order to be elected to the Board in uncontested elections. | |
Board Diversity / “Rooney Rule” | Our Board has committed that when considering candidates to fill an open seat on the Board, the pool of candidates from which Board nominees are chosen includes candidates from historically underrepresented communities. | |
Director Resignation Policy | Our Director Resignation Policy requires an incumbent director to tender | |
Board Aggregate Tenure Policy | Our Board has committed that it will maintain an average tenure for independent board directors of less than ten years. As of December 31, 2021, our average board tenure was 8.0 years. | |
No “Poison Pill” | We do not have a | |
Annual Election of Directors | All directors must be nominated andre-elected each | |
Shareholder Engagement Program | ||
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Human Rights Policy |
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2022 Proxy Statement | 9 |
Proxy Voting Roadmap
PROPOSAL 2 | ADVISORY VOTE ON EXECUTIVE COMPENSATION OUR BOARD RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL. | More information on page 44. |
OUR FINANCIAL PERFORMANCE
(1) | More information on adjusted EBITDA, which refers to our adjusted earnings before interest, taxes, depreciation and amortization, and a |
OUR TOTAL RETURN VS. RUSSELL 2000
3 YEAR TOTAL RETURN (%) | 5 YEAR TOTAL RETURN (%) | 10 YEAR TOTAL RETURN (%) |
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Proxy Voting Roadmap
CEO COMPENSATION PAY MIX
The illustration below provides a summary of the components of the compensation paid to our Chief Executive Officer.
PAY FOR PERFORMANCE ALIGNMENT
CEO COMPENSATION VS. REVENUE | CEO COMPENSATION VS. ADJUSTED EBITDA |
CONSISTENTLY HIGH SAY-ON-PAY RESULTS
In 2021, we received 93% of votes in favor of our Say-on-Pay proposal. Since 2014, our Say-on-Pay results have averaged 96%, which we believe reflects our pay-for-performance philosophy and level of engagement with our shareholders.
2022 Proxy Statement | 11 |
Proxy Voting Roadmap
KEY EXECUTIVE COMPENSATION PRACTICES
Practice | Description |
Executive CompensationPhilosophy | Commitment to equal pay principles and a values-based culture to which leaders are held accountable through a portion of their annual cash incentive award. |
Balanced Approach toPerformance-based Pay | Performance-based awards are tied to the |
Three-Year Performance Periodsand Vest Schedules | The performance periods and vest schedules for our |
Balanced Mix of Pay Components | Target compensation mix is not overly weighted toward annual incentive awards and balances cash and long-term equity awards in accordance with certain financial or non-financial metrics that align with our short and long-term strategic goals. |
CEO Compensation at Risk | In 2021, approximately 86% of our CEO’s target compensation was variable and at risk. |
Equity Ownership Guidelines | CEO 5x salary Named executive officers 2x salary Other members of the CEO Committee (CEO’s direct reports) 1.5x salary |
“Double-Trigger” Change-in-Control Arrangements | Executive equity and |
PROPOSAL 3 | APPROVAL OF AMN HEALTHCARE EMPLOYEE STOCK PURCHASE PLAN OUR BOARD RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL. | More information on page 80. |
Recent Recognition
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How to Vote your Shares
OUR BOARD RECOMMENDS THAT YOU VOTE |
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Our Board’s Voting Recommendations
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4 | Reduce the threshold necessary to call a special shareholders meeting |
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5 | Shareholder proposal – Make Shareholder Right to Call Special Meeting More Accessible |
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PROPOSAL 1Corporate Governance
PROPOSAL 1: ELECTION OF OUR DIRECTORS
The Board is elected by the shareholders to oversee their interest in the overall success of the Company’s strategy, business operations and financial strength. The Board serves as the Company’s ultimate decision-making body to the extent set forth in our Certificate of Incorporation and Amended and RestatedBy-laws (the “Bylaws”). It also selects and oversees our senior executives, who, in turn, oversee ourday-to-day business and related affairs.
Board Composition Evaluation and Director Nomination Processes
The Corporate Governance and Compliance Committee understands the vital role that a strong board composition with a diverse set of skills and continuous refreshment play in effective oversight. The Committee is committed to maintain a diverse board to more effectively manage complex corporate issues by leveraging different experiences to support the Company’s long-term objectives and business strategy. With this purpose in the mind, the Committee seeks out candidates with unique skills, experiences and characteristics, including individuals representing historically underrepresented groups and from different careers, industries, races, ethnicities or genders that align with our long-term strategic objectives. To ensure this alignment and in response to the Company’s shareholder discussions on Board refreshment, in 2018 the Committee began to establish a more robust process by which it would regularly evaluate the Board’s collective composition relative to the Company’s strategic objectives and potential director candidates.
To kick off the process, the Corporate Governance and Compliance Committee mapped the collective composition of the then-current Board to the skills and experiences it considered necessary to support the Company’s long-term strategic objectives. It then established a pool of potential director candidates derived from various sources, including recommendations from shareholders and consultants, many of whom are industry experts that match certain key skills, experiences and characteristics the Committee identified as critical to the Company’s long-term strategic objective and from which the Committee could engage candidates quickly depending on the occurrence of certain events necessitating new or additional directors, such as retirements, changing market conditions or strategic objectives, and newly considered enterprise risks. The Committee then regularly evaluates its potential candidate pool and adds and eliminates individuals based on the factors listed above as well as the candidates’ changing biographical information and availability.
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Below is a summary of the process by which the Governance and Compliance Committee actively and continuously evaluates its collective composition and potential director candidates prior to nominating such director candidates to the Board for review, approval and appointment.
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Since establishing the processes described above, the Board has appointed two new directors. In July 2018, the Board appointed Daphne E. Jones, an accomplished and seasoned executive with extensive experience in strategic, entrepreneurial and global use technologies in the healthcare sector. Ms. Jones’ contributions to the Board have been evident through its strategic oversight of the execution of the Company’s digital and strategic initiatives. In September 2019, the Board appointed Ms. Teri G. Fontenot, an accomplished and seasoned executive with extensive experience in healthcare leadership, women’s healthcare, corporate finance, economic policy and healthcare policy. As a result of this process, our Board is proud to be among a unique group of companies with 44% female representation.
Additional information regarding how shareholders can nominate a director candidate for election at our 2021 Annual Meeting of Shareholders can be found inExhibit A to this proxy statement. Our Board is committed to continue to seek out highly qualified candidates with diverse backgrounds, skills and experience to further strengthen our Board‘s collective composition and strategically support the Company’s strategic objectives. A collective summary of our Board’s current composition, skills and experiences is set forth below.
Our Nominees for the Board of Directors
EightNine directors are to be elected at our 20202022 Annual Meeting of Shareholders 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. As announced on March 10, 2022, Susan R. Salka intends to retire by the end of the year ending December 31, 2022, but will stand for reelection to AMN’s Board and remain as a director and Chief Executive Officer until a successor is hired.
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 eightnine 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 eightnine 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
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, 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.
DIRECTOR NOMINEE SNAPSHOT
The Board also endeavors to represent 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. Following the biographical information for each director nominee, we describe the key experiences, qualifications, skills and attributes the director nominee brings to the board that, for reasons discussed in the chart below, are important to our businesses and strategic objectives. The Board considered these key experiences, qualifications, skills and attributes and the nominees’ other qualifications in determining to recommend that they be nominated for election.
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HEALTHCARE INDUSTRY We generally seek directors who have knowledge of and experience in the healthcare industry, which is useful in understanding the needs, regulatory requirements and complexities of our clients and healthcare professionals. | ||||
C-SUITE LEADERSHIP We believe that directors who have served in senior leadership positions are important because they have the experience and perspective to analyze, shape and oversee our strategy and the growth and preservation of shareholder value. | ||||
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. | ||||
FINANCE/AUDIT AMN is 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. | ||||
GOVERNMENT/POLICY ADVOCACY We operate in a changing healthcare industry. State and federal government experience and an understanding of policy development enhance the Board’s ability to provide effective oversight of government policy and regulatory risk. | ||||
DIGITAL/TECHNOLOGY Our business has become increasingly complex as we have accelerated our digital transformation and expanded our service offerings to include more telehealth and technology related solutions. This digital transformation requires a sophisticated level of technology resources and infrastructure as well as technological expertise, and, accordingly, we believe digital transformation expertise on the Board contributes to our success. | ||||
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SKILLS AND EXPERIENCE
Name | Caballero | Foletta | Fontenot | Harris | Jones | Marsh | Salka | Trent-Adams | Wheat | |
HEALTHCARE INDUSTRY | ||||||||||
C-SUITE LEADERSHIP | ||||||||||
MERGERS & ACQUISITIONS | ||||||||||
FINANCE/AUDIT | ||||||||||
LEGAL/RISK MANAGEMENT | ||||||||||
GOVERNMENT/POLICY ADVOCACY | ||||||||||
DIGITAL/TECHNOLOGY | ||||||||||
DEMOGRAPHIC BACKGROUND | ||||||||||
Tenure | 0 | 9 | 2 | 16 | 3 | 11 | 18 | 1 | 22 | |
Gender | M | M | F | M | F | F | F | F | M | |
RACE/ETHNICITY | ||||||||||
African American or Black | ||||||||||
Hispanic or Lantinx | ||||||||||
White |
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EVALUATION OF BOARD COMPOSITION & DIRECTOR NOMINATION PROCESS
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 Committee is committed to maintain 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, the Committee seeks out candidates with unique skills, experiences, and characteristics, including individuals representing historically underrepresented groups and from different careers, industries, races, ethnicities, and genders.
As part of the Board’s refreshment strategy and director candidate identification and nomination processes, the Governance and Compliance Committee actively and continuously evaluates its collective composition to identify and prioritize director characteristics, skills, and experiences prior to nominating a new director candidate to the Board for review, approval and appointment. Below is an illustration of the Governance and Compliance Committee’s regular Board refreshment and director candidate identification process.
When assessing and prioritizing desired characteristics, skills and backgrounds, the Governance and Compliance Committee considers, among other things, the Board’s current skill set, 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 who possess the desired characteristics, skills, and experiences; the director candidate slates are identified from various databases and sources, including recommendations from shareholders, management and directors, consultants, and industry experts. 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. When considering candidates to fill an open seat on the Board, the Corporate Governance and Compliance Committee ensures that the pool of candidates from which Board nominees are chosen includes candidates from historically underrepresented groups who would bring diversity to the Board. Any search firm or third-party consultant asked to provide an initial list of potential candidates is also required to include such candidates.
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The Board has appointed a new director in each of the last four years. All four new directors have significantly added to the Board’s diversity of skills, background and experience and strengthened its ability to support and oversee the Company’s long-term strategic objectives. According to the Equilar Gender Diversity Index, only 3% of companies included in the Russell 3000 achieved gender parity on their corporate boards in 2021, and our Board is proud to belong to this unique group of companies. In recognition of this accomplishment, AMN was honored by the Women’s Forum of New York as a national leader with 56% female corporate board representation. In addition, 67% of our Board is diverse from a gender, race, or ethnicity standpoint.
JULY 2018 | SEPTEMBER 2019 | OCTOBER 2020 | DECEMBER 2021 | |||||||||
Daphne E. Jones – | Teri G. Fontenot – | Sylvia Trent-Adams – | Jorge A. Caballero – | |||||||||
Experience with strategic, entrepreneurial, and global use technologies in the healthcare sector has been instrumental to the Company’s digital transformation and growth strategies. | Experience in healthcare leadership, corporate finance, economic policy and healthcare policy has furthered the Company’s long-term capitalization strategy and ability to navigate the recent consolidation trends among healthcare delivery organizations. | Experience in directing and coordinating major federal health programs and developing policy and legislative priorities has made a positive impact on the Company’s continued COVID-19 response and its client and clinician engagement and retention strategies. | Accomplished global executive with extensive experience in audit, financial, risk management and mergers and acquisitions, all of which will be beneficial to our growth strategy |
BEYOND THE BOARDROOM
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. As part of the process, new directors have individual meetings with each of our current directors, including specific committee-focused meetings with the chair of each committee. 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 all across the organization meet with new directors to increase their understanding of AMN’s businesses, operations, culture and values. Each new director is also assigned an experienced AMN board member as a mentor to coach and share feedback, provide perspective on boardroom activities and dynamics, help with meeting preparation, and act as a resource between meetings. Post-orientation, periodic briefing sessions are also provided to members of the board on subjects that would assist them in discharging their duties.
Our Board’s aggregate tenure policy reflects its commitment to consistently evaluate the composition of our Board to ensure that it collectively possesses the experience, skills, knowledge, and level of engagement necessary to serve the best interests of our shareholders. This policy, which is set forth below, was developed in part based on insight and feedback we received directly from shareholders in connection with our ongoing corporate governance shareholder engagement efforts.
The Board does not believe in a specific limit for the overall length of time an independent director may serve. Directors who have served on the Board for an extended period can provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company’s history, policies, and objectives. The Board also believes that new directors will strengthen the diversity of the Board, provide fresh perspectives and value as the Company evolves. To achieve this balance, the Board 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 8840 Cypress Waters Blvd., Suite 300, Dallas, Texas 75019 Attn: Denise L. Jackson, 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
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of Board Composition & Director Nomination Process” above. To have a director nominee considered for election at our 2023 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 no later than February 5, 2023 and no sooner than January 6, 2023, assuming the date of the 2023 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 2023 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 25, 2022 and no later than November 24, 2022.
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.
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-annual 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.
EVALUATION QUESTIONNAIRE
Annually, each director completes an anonymous evaluation questionnaire that assesses the Board’s performance relative to its (1) oversight and effectiveness, (2) engagement, (3) composition and structure and (4) governance and management. The evaluation also allows directors to provide open ended responses and recommendations for improvement. INDIVIDUAL INTERVIEWS Every other year, the Chair of the Governance and Compliance Committee conducts individual interviews with each director. In 2020, the individual interviews focused on (1) assessing the Board’s oversight of the Company’s COVID-19 response, (2) oversight of the Company’s long-term strategy and financial performance, (3) Board and committee composition and (4) individual director performance. BOARD & COMMITTEE DISCUSSIONS The full Board and each Committee review and discuss the results of the annual evaluations to address common themes. IDENTIFY ACTION ITEMS Upon review of the results of the performance assessment and interviews, the Board identifies certain focus areas and action items for the upcoming year aimed at maximizing its overall effectiveness and shareholder value. |
The Board has determined that director nominees Jorge A. Caballero, Mark G. Foletta, Teri G. Fontenot, R. Jeffrey Harris, Sylvia Trent-Adams, Martha H. Marsh, Daphne E. Jones, and Douglas D. Wheat all meet our categorical standards for director independence described in our 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., both clients of the Company, and on whose Boards, Ms. Fontenot serves as an independent director. 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 and Orlando Health. 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.
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COMMUNICATIONS WITH THE BOARD OF DIRECTORS
The Board has established the following procedure for shareholders and other interested parties to communicate with members of the Board, its Chair or the independent directors as a group. All such communications should be addressed to the attention of our Corporate Secretary at our offices located at 8840 Cypress Waters Boulevard, Suite 300, Dallas, Texas 75019. The Corporate Secretary opens, 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 those that the Secretary believes require immediate attention. The Corporate Secretary will also periodically provide the Chair of the Board, the Committee Chairperson, and the Company’s Chief Executive Officer (if appropriate) with a summary of all such communications and any actions taken if not previously forwarded.
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, compliance or legal issue, and whether the matter could have a material impact on the Company’s performance or stock price and the stakeholder(s) making the request.
DIRECTOR BIOGRAPHIES
JORGE A. CABALLERO | DIRECTOR SINCE: 2021 COMMITTEE: Audit Committee (Financial Expert); Corporate Governance & Compliance Committee SKILLS & QUALIFICATIONS: Finance/Audit Legal/Risk Management Mergers & Acquisitions | BOARD EXPERIENCE ● Served on the Board of Directors of 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) ● Served on the Board of Directors of United Way of Essex and West Hudson in New Jersey, a non-profit organization where he had served as the chair of Board of Directors and Finance Committee (2003 – 2019) ● Served on the Board of Directors of 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) ● Served on the Board of Directors of Jersey Battered Women’s Service, a private, nonprofit agency, where he served as the chair of the Finance, Human Resources, and Infrastructure Committees (1993 – 2001) ADDITIONAL DIRECTOR QUALIFICATIONS ● New Jersey Tax Managing Partner (2003 – 2011) ● Managing Partner of Deloitte’s Business Tax Services U.S.- India practice (2016 – 2019) ● Assistant Vice President of Tax of Beneficial Corporation, a consumer finance company that was acquired by Household International, Inc. in 1998 (1983 – 1986) The Board has concluded that Mr. Caballero is qualified to serve on the Board, because he possesses a strong audit, financial, and enterprise risk management background with extensive experience in mergers and acquisitions, which is a critical component of AMN’s growth strategy. The Board has also determined that Mr. Caballero qualifies as an audit committee financial expert. |
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| DIRECTOR SINCE: 2012
COMMITTEE:
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Our Directors’ Skills Matrix
Finance/Audit
Mergers & Acquisitions Healthcare Industry C-Suite Leadership | BOARD EXPERIENCE ● Serves on the Board of Directors
● Serves on the Board of Directors of Enanta Pharmaceuticals, a publicly-traded biotechnology company, where he is the chair of the ● Served as a director of Regulus Therapeutics Inc., and was Chairman of its Audit Committee and a member of its Nominating and Governance Committee (February 2013 - June 2018) ● Serves as a director of Viacyte, Inc., a privately held company ● Helped oversee and guide the launch of each organization’s initial enterprise risk management assessment while at Regulus and DexCom ● Served as a director and Chairman of the Audit Committee of Ambit Biosciences Corporation (sold in 2014) ● Served as a director of Anadys Pharmaceuticals, Inc. (sold in 2011) ADDITIONAL DIRECTOR QUALIFICATIONS
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Former Executive Vice President and Chief Financial Officer of Tocagen Inc. |
, a brain cancer biotechnology company, from 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 to July 2016) ● Senior Vice President, Finance and ● |
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 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 |
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TERI G. FONTENOT | 68 DIRECTOR SINCE: 2019 COMMITTEE: Audit Committee (Financial Expert); Corporate Governance & Compliance Committee SKILLS & QUALIFICATIONS: Finance/Audit Legal/Risk Management Government/ Policy Advocacy Healthcare Industry C-Suite Leadership | BOARD EXPERIENCE ● Serves on the Board of Directors, Clinical Quality and Corporate Development Committees, and chair of the Audit Committee for ● Serves on the Board of Directors and ● Served as a member of the Board of Directors |
of Landauer (a formerly publicly-held company), including its Audit and Governance Committee, until its sale in 2017 | |
Held a six-year term on the Advisory Committee on Research on Women’s Health for the National Institutes of Health ● Serves as a director on the Board ● Serves as a director |
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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) ADDITIONAL DIRECTOR QUALIFICATIONS ● President and CEO of Woman’s Hospital, the largest independently-owned women’s and infant’s hospital in ● 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 in 1992 and is a Certified Public Accountant (inactive) The Board has concluded that Ms. Fontenot is qualified to serve on the |
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C-Suite Leadership | BOARD EXPERIENCE ● Served on the Board of Directors for Sybron Dental Specialties (April 2005 - 2006) until it was acquired by Danaher Corporation ● Served on the Board of Directors for Playtex Products, Inc. (2001 - October 2007) until it was acquired by Energizer Holdings ● Served as a director of Prodesse, Inc., an early stage biotechnology company (2002 - 2009), until it was acquired by Gen-Probe Incorporated (2009) ● Director of Apogent Technologies, Inc. (2000 - 2004) until it was acquired by Fisher Scientific International, Inc. ● Served as a director of Guy & O’Neill, Inc., a privately-held private label and contract manufacturing company (2008 - 2018) ● Chairman (2013-2021), board member and a co-founder of BrightStar Wisconsin Foundation, Inc., a non-profit economic development corporation ● Director of Okanjo Partners, Inc., an early-stage technology company ADDITIONAL DIRECTOR QUALIFICATIONS ● Of Counsel at Apogent Technologies, Inc. |
diagnostic products company (December 2000 - 2003); Vice President, General Counsel and Secretary (1988 - 2000), when the company was named Sybron International 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 |
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Serves on the Board of Directors ● Serves on the Board of ● Served on the Board of the ADDITIONAL DIRECTOR QUALIFICATIONS ● Founder, The Board Curators, LLC (July 2021 - Present) ● Founder, Destiny Transformations Group, LLC (April 2018 - Present) ● 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 |
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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 |
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MARTHA H. MARSH | 73 DIRECTOR SINCE: 2010 COMMITTEE: Compensation Committee (Chair) SKILLS & QUALIFICATIONS: C-Suite Leadership Healthcare Industry | BOARD EXPERIENCE ● Serves as Lead Director on the Board of Edwards Lifesciences Corporation, a publicly-traded structural heart disease and critical care monitoring company, since October 2015 and is a member of its Compensation and Governance Committee ● Served on the Board of Directors of Owens & Minor, Inc., a publicly-traded healthcare services and logistics company, from 2012 through 2019; also served as a member of its Compensation and Benefits Committee and as Chairperson of its Governance and Nominating Committee ● Serves on the Board and the Compensation Committee of Teichert, a privately-held company ● Served on the Board of Thoratec Corporation until it was acquired by St. Jude Medical in 2015 ● Former Chair of the Board of Trustees for the California Hospital Association and the California Association of Hospitals and Health Systems ● Former director of Ascension Healthcare Network, a privately-held company ADDITIONAL DIRECTOR QUALIFICATIONS ● President and CEO of Stanford Hospital and Clinics for eight years until her retirement (April 2002 - August 2010) ● CEO of UC Davis Medical Center and the Chief Operating Officer of the UC Davis Health System (1999 - 2002) ● Served as the Senior Vice President ● Served as |
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The Board has concluded that Ms. Marsh is qualified to serve on the Board because she has extensive |
SUSAN R. SALKA | 57 DIRECTOR SINCE: 2003 COMMITTEE: Executive Committee SKILLS & QUALIFICATIONS: Healthcare Industry C-Suite Leadership Mergers & Acquisitions Finance/Audit | BOARD EXPERIENCE ● Serves on the Board of Directors for McKesson Corp., a publicly-traded medical supplies and equipment, pharmaceutical distribution and healthcare technology solutions company, since October 2014; also serves as |
● Served on the Board of Directors and ● Served on the Board and |
Playtex Products, Inc. (2001 - October 2007) until it was acquired by Energizer Holdings |
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President of AMN Healthcare Services, Inc. (since May 2003); CEO (since May 2005) ● Executive Committee and Treasurer of the Healthcare Leadership Council, a coalition of CEOs from the nation’s top healthcare companies dedicated to improving healthcare delivery and accessibility by working with each other and legislators ● Worked at BioVest Partners, a venture capital firm, and at Hybritech, a subsidiary of Eli Lilly & Co., which Beckman Coulter later acquired |
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SYLVIA TRENT-ADAMS | 56 DIRECTOR SINCE: 2020 SKILLS & QUALIFICATIONS: Healthcare Industry C-Suite Leadership Government/ Policy Advocacy |
BOARD EXPERIENCE
● Serves as a member of the Board of Visitors for the University of Minnesota School of Nursing. ADDITIONAL DIRECTOR QUALIFICATIONS ● Executive Vice President and Chief Strategy Officer of the University of North Texas Health Science center at Fort Worth (since October 2020). ● Served in the U.S. Public Health Service Commissioned Corps from 1992 - 2020, which included service as Deputy Surgeon General and Acting Surgeon General of the United States. ● Held leadership roles in the U.S. Department of Health and Human Services, including as Principal Deputy Assistant Secretary for Health 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. |
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Finance/Audit | BOARD EXPERIENCE ● Serves as Chairman of the Board of Overseas Shipholding Group, a publicly-traded ocean transportation services company, since 2014 ● Serves as Chairman of the Board of International Seaways, Inc., a publicly-traded oil and gas tanker company, since 2016 ● Served as Vice Chairman of Dex Media, Inc. ● Served as Chairman of SuperMedia prior to its merger with Dex One ● Served as a member of the Board of Directors of several other companies, including Playtex Products (of which he also served as 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 ADDITIONAL DIRECTOR QUALIFICATIONS ● Managing Partner of Wheat Investments, |
a private investment firm Founding and ● |
President of Haas Wheat & Partners (1992 - 2006) ● A 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) 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 |
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OUR CORPORATE GOVERNANCE PROGRAM
Overview of Our Corporate Governance ProgramSHAREHOLDER CORPORATE GOVERNANCE OUTREACH
Accountability to AMN 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, industry leadership, human capital management, corporate social responsibility and diversity, equality, equity, and inclusion. In addition, our Investor Relations team also meets regularly with shareholders, prospective investors, and investment analysts to discuss company performance, strategy, and sustainable growth.
Our Board and executive leaders believe that strong and effective corporate governance is essential to our success. A cornerstone of our corporate governance program is providing transparent disclosure to our stakeholders on an ongoing and consistent basis. Our approach integrates all components of effective governance, including a strong ethical culture, a comprehensive enterprise risk management program, a formal shareholder engagement program, sound financial, regulatory and legal compliance functions and corporate social responsibility. Our holistic strategy focuses on delivering long-term shareholder value and has been recognized for the highest standards of governance. AMN aligns with the Investor Stewardship Group’s (“ISG”) Corporate Governance Framework for U.S. Listed Companies. Below is an illustration how certain of our governance practices directly support each of the ISG principles.
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Our Annual Shareholder Outreach Summary
We understand that we must earn and maintain our shareholders’ continued support by adhering to the highest standards of corporate governance and social responsibility. To this end, five years ago, we initiated a formal shareholder corporate governance outreach program to supplement our financial-related outreach and gain further insight into the views of our shareholders. Our engagement efforts have evolved into a robust program where we takewith a customized approach to each shareholder.shareholder and the topics and initiatives that are most important to them. We believe this facilitatesresults in more meaningful and ongoing dialogue on relevant topics, that allow us to buildbuilds stronger shareholder relationships with our shareholders and ultimately a more successful company.
With this customized strategy in place, we conduct a formal outreach strategy and clear objectives in place, we sent letters to our top shareholders in 2019 representing approximately 64%the fall of our outstanding Common Stock.each year. 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. Collectively,
2021 ENGAGEMENT SUMMARY
Although the focus of each of our discussions focused on the following topics:
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Although each shareholder’s particular focus canshareholders may differ, AMN’s mission,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 of the focuses of our engagement with a large shareholder is tackling gender pay equalityequity in the U.S. healthcare system, and we look forward to continuing our engagement on this important issue. Further information surrounding our shareholder engagement program is formalized in our Corporate Governance Guidelines, which we refer to as our Governance Guidelines, and post on our Company website atwww.amnhealthcare.investorroom.com/governance-guidelines.
The following chart summarizes some of the specific actions our Board has taken in recent years in response to feedback received from shareholders. In February 2019, our Board committed to maintain an average tenure for independent directors of less than ten years, commencing in 2020. Additionally, in response to shareholder feedback on board refreshment and in an effort to continue to diversify our Board’s collective composition to most effectively support the Company’s long-term strategic objectives, our Governance and Compliance Committee reviewed its Board composition evaluation and director candidate nomination process, which has resulted in the appointments of Ms. Daphne Jones and Ms. Teri Fontenot to the Board in 2018 and 2019, respectfully. The Board’s composition evaluation and director nomination processes are described in the “Board Composition Evaluation and Director Nomination Processes” section located on page6 above.
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Table of ContentsOur Human Capital Management Strategy
An essential element of our approach to effective corporate governance and social responsibility is our Human Capital Management Strategy. Our team members are critical assets that we must continually invest in and strategically manage to maximize their long-term value and potential. With this objective in mind, we identify and monitor a variety of risks and opportunities that are central to our long-term strategic objectives, such as, among others, our diversity, equality and inclusion program, team member engagement and professional development, and employee health and safety to ensure we are delivering on our commitment to promote a values-based culture that is centered around business ethics and professional integrity. Our Board and executive management team is committed to fostering a strong ethical corporate culture and expect all team members to fulfill their responsibilities in accordance with the highest standards of professional and personal conduct.
Some refreshment actions that we have taken to uphold this commitment to further develop our Human Capital Management Strategy are listed below.
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Conducted an new type of annual engagement survey of our team members and shared the results of this survey with the Board to ensure we are delivering on the AMN Difference, which includes our core values, leader and coworker quality, collegial work environment, development and career opportunities.
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Adopted a Human Rights Policy and a Vendor Code of Conduct that is incorporated into our Code of Conduct.
Launched a Corporate Social and Responsibility webpage that illustrates information and resources applicable to our strategy and the social objectives that we strive to achieve.
Consistently evaluate and amend the Governance Guidelines to reflect corporate governance and human capital management best practices. The Governance Guidelines function as a critical component to the overall framework for the governance of our Human Capital Strategy.
As discussed above, our Board and its committees regularly and carefully review these and other key governance documents to ensure they contain what we believe to be best practices the best practices and policies in support of our objectives and the values based culture we strive to promote. We publish these documents, among others, under the “Corporate Governance” section of the “Investors Relations” page on the Company’s website atwww.amnhealthcare.com. We also make these materials available in print to any shareholder upon request. Our Board closely monitors corporate governance developments and modifies the Governance Guidelines, Executive Compensation Philosophy, the Code of Conduct and our Code of Ethics for Senior Financial Officers regularly.
Our Corporate Social Responsibility ProgramENTERPRISE RISK OVERSIGHT
Corporate social responsibility (“CSR”) represents our commitment to economic and social progress by creating a positive impact on the health and development of our team members, healthcare providers, local and global communities, and stakeholders at large while advancing the quality of our company through engagement in the world around us. CSR is fundamental to AMN’s aspiration to be the most trusted and utilized total talent solution partner for healthcare organizations in the country. Accordingly, we recognize that certain environmental, social and governance (“ESG”) issues can have real financial impacts over the long-term. This is why we are proactively working to better understand, manage and report more robustly and transparently on the ESG risks and opportunities that are relevant to our business and the industries we serve.
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For sustainability disclosure purposes, we have primarily leveraged the standards issued by the Global Reporting Initiative (“GRI”) because it provides a comprehensive framework that allows us to present all facets of our CSR program. We publish updates in our CSR report on an annual basis and took an opportunity last year to expand our reporting under the GRI framework in an effort to increase transparency surrounding our impact on our stakeholders and the world around us. Accordingly, we are excited to release our 2019 CSR report in March 2020. It will be available to view or download on AMN’s new CSR webpage we recently launched on the company’s website atwww.amnhealthcare.com/corporate-social-responsibility.Below is an illustration of AMN’s holistic CSR ecosystem, its key components and the stakeholders we serve.
Our dedication to build an industry-leading CSR program is further demonstrated by our high ESG ratings and our commitment to the United Nations Sustainable Development Goals (“SDGs”). In 2019, we achieved an “AA” ESG rating from MSCI ESG Research, which places us in the top 12% of companies within the health care provider and services industry. Under ISS’ ESG QualityScore, our Governance rating is “1” on a1-10 scale, with 1 being the highest score, a rating of “2” for the Social category and a “3” rating for Environment. We are supportive of the objectives of the SDGs and actively engage with shareholders on those relevant to our business and industry, such as (1) good health and well-being, (2) gender equality, and (3) decent work and economic growth.
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To further demonstrate our commitment to continuously improve our disclosures surrounding sustainability, we want to acknowledge that we are listening to our shareholders requests by making progress towards more robust reporting that aligns with the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures. Below we have reflected our industry specific disclosure topics that SASB has identified as most likely to impact the operating performance or financial condition of the typical company in the Professional and Commercial Services Industry as well as the initiatives or recognition we have received for our efforts to manage these opportunities.
Our Board’s Role in Risk Oversight
The Board as a whole is responsible for overseeing our enterprise-wide risk exposure as part of determining a business strategy that generates long-term shareholder value. Themanagement program. In conjunction with this responsibility, the Board shapesaddresses our enterprise-widekey risks, risk capacity, appetite and tolerance levels that provide the foundation for our overall business strategy and direction, anddirection. The Board believes that overseeing processes for assessing and managing the various risks we face is one ofimportant to value creation and value preservation for our shareholders. As a result, the Board meets with executive management to oversee the Company’s enterprise risk governance framework and discuss how the Company’s identified key risks impact its most important responsibilities to our stakeholders.long-term strategies.
Purposeful and appropriate risk-taking in certain areascalculated 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 wherebywhere the Board, executive management and other team members apply a consistent, rigorousdisciplined approach to our strategic planning and operational decisions across the Company that is designed to balance the opportunities and threats to our business and consider the steps we are willing to take to capitalize on any business opportunities while mitigating against the key risks. The Board believes that oversight of risk management is a vital element of its responsibility. As a result, it meets with executive management at regular Board meetings and, if necessary, at other times to discuss the strategy and success in addressing our identified key risks.business.
As part of our annual strategic planning process, we maintain an Enterprise RiskExecutive Management Committee that assistsand the Board in identifyingidentify the key risks. We typically focus on five to seven risks annually, which may relate to, among other things, business operations, competitive landscape, engagementthat jeopardize achievement of our strategic plan. Executive Management and retention of quality healthcare professionals, talent management, technology systems, security and innovation. The Enterprise Risk Management
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Committee also assists the Board in determiningdiscuss our risk tolerance in light of our (1) existing risk capacity, (2) appetite, if any, to take on additional risk or lessen our risk, (3) risk velocity and (4) mitigation factors. The Board’s determination of our key risks and our tolerance for each ultimately influenceinfluences how we operate our business, including how we marshal ourallocate resources and make strategic and operational decisions.
To ensure that the Company operates within its risk appetite, executive management and other leaders establish and support a culture of integrity, ethical behavior and risk awareness for our team members. We also have designed and maintain internal processes and an internal control environment that further facilitates the identification and management of risks.risks, including response readiness processes, such as planning, disaster recovery and business continuity. As an example of the Board’s active engagement in risk oversight, in 2021, the Board and Executive Management participated in a simulated cybersecurity crisis event to mitigate risk associated with information security.
In addition to the foregoing, the responsibilities of each of the Board’s standing committees’ responsibilitiescommittees are designed to focus attention on risk areas implicated by its area of expertise, and each committee reports regularly to the Board on its identification and assessment of such risks. In 2021, for example, the Compensation Committee provided oversight of a human capital infrastructure project designed to mitigate an identified key risk related to talent. All committees play significant roles in carrying out the risk oversight function that typically focus in their areas of expertise. Below
We aspire to be a leader in propelling the ESG agenda with the healthcare and staffing industries, because it is fundamental to our aspiration to be the most trusted and utilized total talent solution partner for health care organizations in the country. At AMN, we recognize that sound ESG practices create financial value by mitigating risk, driving innovation, fostering talent engagement, reducing costs and building trust among our stakeholders. As a company steeped in its core values of passion, trust, respect, customer focus, continuous improvement, and innovation, we have always held our operations to high standards, and we are excited to share how we have accelerated our ESG journey in 2021 by integrating our ESG practices with our business strategy and long-standing commitment to operate in a socially responsible and sustainable manner.
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Corporate Governance
To achieve this, we have aligned our ESG strategy with the following Sustainable Development Goals, which were set by the United Nations General Assembly in 2015 as a blueprint to achieve a better and more sustainable future for all.
UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS
HEALTH IS AT OUR CORE We are Empowering the Future of Care and Passionate about Health Equity | ||
GENDER EQUALITY LEADER We lead in Gender Equality with our C-Suite and Board of Directors, and we are tackling pay equity and more | ||
WORKFORCE IS OUR BUSINESS We Deployed more than 95,000 healthcare professionals in 2021 and invest heavily in supplier diversity | ||
DEI IS IN OUR DNA We strive to build a Diverse, Equitable, and Inclusive AMN, and we are committed to Driving DEI across the Healthcare and Staffing Industries | ||
INDUSTRY INFLUENCER We aspire to accelerate Healthcare’s Transformation to Net-Zero Climate Impact |
At AMN, we understand that transparency and accountability surrounding our ESG program is critical to maintaining the trust and support of our stakeholders, so we strive to report more robustly each year and disclose our ESG performance in alignment with the following sustainability reporting standards and frameworks. In our new ESG Report, which we anticipate publishing in March of this year, we look forward to sharing the progress we have made over the past year in detail.
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Corporate Governance
To support our strategy, we align our ESG infrastructure with the following pillars:
ESG PILLARS
CORPORATE GOVERNANCE To maintain a strong ethical culture, we design our governance practices to align with our core values, mission, purpose, and vision. To achieve this, we provide transparent disclosure to stakeholders under a holistic strategy that integrates all components of effective governance, including a robust enterprise risk management program, ongoing shareholder engagement, and sound financial, regulatory, legal, compliance and social responsibility practices. | ||
HUMAN CAPITAL MANAGEMENT We are in the business of workforce management so are uniquely positioned to understand that the attraction development, engagement, and retention of diverse talent is paramount to achieve our short and long-term goals | ||
SOCIAL IMPACT We support our communities at global, national, and local levels through philanthropy, volunteerism, and civic engagement. Through civic engagement, we strive to create a stronger, more cohesive society and reinforce our mission and commitment to diversity, equality, equity, and inclusion, which includes advancing the diversity of our vendors, and supplier partners and funding minority-owned business certifications. | ||
SUSTAINABLE OPERATIONS Human health is intricately linked to the health of the planet we share and solidifies our commitment as a global citizen to reduce our carbon footprint in support of the transition to a low-carbon future by continuing to assess climate risks to the business and identifying opportunities that will make our operations more sustainable for long-term growth. |
GOVERNANCE STRATEGY
Our commitment to building an illustrationindustry leading ESG infrastructure starts at the top of which committees, or the fullorganization with our Board of Directors, who are responsible foractively engaged in overseeing the Company’s ESG strategy, practices, and reporting. Our Board and its committees regularly and carefully review key risks identified by the Board.
AUDIT COMMITTEE RISK OVERSIGHT
The Audit Committee assists the Board in fulfilling its oversight responsibilities of our compliance with financial ethical requirements and certain other financially-related rules and regulations, as well as our processes to manage our business, financial, technology security and enterprise risk. In performing these functions, 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.
Among other things, the Audit Committee’s responsibilities include:
Overseeing the work of our independent auditors,
Reviewing and discussing with management significant technology strategic initiatives, operations and risks, including, business continuity planning, project performance, technical operations performance, major technology architecture decisions, internal IT controls and related regulatory risks, significant technology investments and trends in technology that may affect the Company’s strategic plans,
Reviewing and discussing with management key technology strategic initiatives and risks, including information security and cybersecurity incidents and any related disclosure obligations,
Reviewing and discussing with management the Company’s processes to manage major financial risk exposures to the Company and the steps management has or plans to take to monitor, control and manage such exposures,governance documents, including our risk assessmentcorporate governance guidelines, code of conduct and risk management guidelines and policies,
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Approving procedurescode of ethics for receiving complaints regarding accounting, internal accounting controls or auditing matters, and reviewing evidence of material violations of securities laws, breaches of fiduciary duty related tosenior financial reporting and other financially-related disclosures,
Reviewing and discussing with management, our chief internal auditor, independent auditors orin-house counsel, as appropriate, any legal, regulatory or compliance matters that could have a significant effect on our financial statements, and
Reviewing the results of significant financial or accounting investigations, examinations or reviews performed by regulatory authorities and management’s responses.
In 2019, the Audit Committee did not identify any significant deficiencies or material weaknesses in the Company’s internal controls. 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.
COMPENSATION COMMITTEE OVERSIGHT
The Compensation Committee is responsible for analyzing the risks associated with our compensation and human capital management practices. Among other things, the Compensation Committee’s responsibilities include:
Establishing the Company’s executive compensation philosophy and principlesofficers, to ensure they (i) reflectcontain best practices that are relevant and support our objectives and the Company’s commitment to equal pay principles and its values-based culture (ii) are designed and operating effectivelywe strive to appropriately attract, incent and retain talent, and (iii) align with long-term shareholder interests;
Reviewing on an annual basis the corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in lightmaintain. The foundation of those goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation,
Reviewing and make recommendations to the Board on an annual basis with respect to the compensation of all of the Company’s executive officers,
Setting the composition of the group of peer companies used for comparison of executive compensation,
Overseeing the design and management of the various long-term incentive compensation, equity, savings, health and welfare plans that cover our employees,
Reviewing, and recommending to the Board, the compensation for ournon-employee directors; and
Overseeing the Company’s human capital management program strategy, including its talent recruitment, retention and engagement and inclusion initiatives.
Risk Related to Executive Compensation
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 reach 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 difficult to achieve, is not viewed to be at such an aggressive level that it would induce bonus-eligible employees to take inappropriate risks that could threaten our financial and operating stability.
The Compensation Committee believes the use of a long-term incentive award program with targets that span a three-year performance period balances risk and reward by discouraging excessive risk that could threaten our long-term value, but at the same time encourages innovation to build our value in the short- and long-term. The Compensation Committee also reviews our program for design features that have been identified by experts as having the potential to encourage excessive risk-taking, such as: (A) too much focus on equity, (B) compensation mix overly weighted toward short-term results, (C) highly leveraged payout curves and steep payout cliffs at specific performance levels that could encourage short-term actions to meet payout thresholds, and (D) unreasonable goals or thresholds. After its consideration of the foregoing factors, the Compensation Committee has determined that our compensation programs and policies do not create risks that are reasonably likely to have a material adverse effect on us.
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CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE OVERSIGHT
The Governance and Compliance Committee considers the risks associated with our corporate governance practices, leadership succession process, ethicsstrategy is to promote transparent disclosure to our stakeholders on an ongoing and compliance programs, including our healthcare, clinical and employment regulatory compliance practices, and quality programs. Among other things,consistent basis, so we publish these documents, among others, under the Governance and Compliance Committee’s responsibilities include:
Overseeing matters of corporate governance, including preparing and recommending to the Board the Governance Guidelines,
Overseeing director succession practices, including identifying potential director candidates for the Board and recommending director nominees to the Board for approval,
Reviewing our leadership succession programs and processes and our CEO succession plans,
Reviewing the organization, implementation and effectiveness“Governance” section of the Company’snon-financial compliance and quality programs, including“Investors Relations” page on the Company’s employment, healthcarewebsite at https://ir.amnhealthcare.com/governance/governance-documents/default.aspx, and clinical compliancewe are happy to provide these materials in print for any stakeholder upon request.
Risk management is an integral component of AMN’s business strategy, culture, and operations, so our Board’s oversight role and governance practices continue to evolve to support the resilience of our business and risk oversightsustainability of our operations. Our strategy focuses on identifying the credentialing of candidates to ensure that the Company is placing qualified healthcare professionals,
Reviewing any significant events investigated under our complianceESG risks and ethics programs and the Company’s Code of Conduct (other than financial matters or misconductopportunities that are reviewed bymost relevant to our business and then prioritizing those areas where we can achieve the Audit Committee),greatest impact. To support the continuous evolution of these practices, we develop strategies to monitor or mitigate ESG risks, capitalize on opportunities, and disclose our progress to stakeholders on an ongoing and consistent basis.
OverseeingOur executive management team sets the Company’s shareholder outreach program relatingtone each day to corporate governance matters.
The Governancefoster a culture that represents the AMN Difference and Compliance Committee reviewsfunctions as the Company’s practices and approach with respect to corporate governance and regulatory compliance to ensure that its corporate governance and compliance structures provide a foundation for achievingadvancing our long-term shareholder value. This responsibility goes hand in hand with its oversightESG strategy. To help support our strategy, we have a dedicated team of the Company’s leadership succession process to not expose the Company to leadership gaps and the consequences flowing from such gaps.
The Governance and Compliance Committee also reviews and discussescross-functional professionals who are focused on ensuring that our day-to-day operations are aligned with our management relevant quality metrics, performance improvement, compliance with certification standardsESG goals 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.
The Board has adopted categorical standards for director independence, which we set forth in the Governance Guidelines and make available on our website. Under these standards, a director will not be considered independent if:
principles.
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Corporate Governance
The Board does not considerENVIRONMENTAL STRATEGY
With healthcare professionals on assignment all over the following relationshipscountry, we monitor ESG risks and are actively engaged in identifying opportunities associated with the transition to be material relationships that would impair a director’s independence:
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The Board has determined that director nominees Mark G. Foletta, Teri G. Fontenot, R. Jeffrey Harris, Dr. Michael M.E. Johns, Martha H. Marsh, Daphne E. Joneslow-carbon economy. In 2022, we established a Sustainability Champion Committee consisting of a cross-functional team to help us review and Douglas D. Wheat all meetmanage a wide spectrum of relevant risks and engage internal talent to help achieve our categorical standards for director independence and the applicable rules and regulations of the NYSE and federal securities laws regarding director independence. Our CEO is the only member of our Board who the Board has not deemed independent.
When making director independence determinations, the Board considered a business relationship between LHC Group, Inc., of which Ms. Fontenot is an independent director, and the Company.sustainability goals. We discuss this relationshipanticipate disclosing these in more detail in the “Certain Transactions” section below. The Board considered the natureour ESG Report, which we plan to publish in March of this relationship,year on our new Corporate Social Responsibility webpage, which we launched in the annual amountsummer of payments2021 to better communicate our progress: https://www.amnhealthcare.com/about/corporate-social-responsibility/
In 2021, we receive from LHC Group,responded to our shareholders’ call for transparency surrounding climate change by developing a comprehensive three-year ESG roadmap aligned with the fact that the nature of this relationship resulted solely from Ms. Fontenot’s role as an independent director of LHC Group, Inc.,United Nations Sustainable Development Goals and determined that the relationship did not preclude the Board from making an independence determination for Ms. Fontenotlinked to our enterprise-wide business strategy. We also calculated our Scope 1 and that the relationship fell withinScope 2 greenhouse gas emissions and established specific targets and metrics to monitor, manage, and report on our standards of independence.environmental performance and progress toward achieving net-zero carbon emissions.
HUMAN CAPITAL STRATEGY
A foundational element of our ESG infrastructure is our human capital management strategy. We don’t just hire people; we invest in them to help them reach their personal and professional goals. Our healthcare professionals and team members are key assets that allow us to deliver long-term sustainable value to our stakeholders. We 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 objective in mind, we identify and monitor a variety of risks and opportunities that are central to our long-term strategic objectives, such as our diversity, equality, equity 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:
At AMN, we 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 we may all thrive. We believe that investing in our team members and healthcare professionals ensures the sustainability of our business. Our people are critical assets that we must continually invest in and strategically develop to maximize their long-term value and potential. To this end, we focus our long-term strategy on diversity, equality, equity and inclusion, team member engagement, professional development and employee health and safety. To advance our mission and core values, we align our business strategy with the development of our people and foster an inclusive culture based on our pillars of diversity, which include the workforce, workplace, and marketplace.
WORKFORCE We are committed to recruiting and onboarding team members that support and align with our diversity, equality, equity, and inclusion goals dedicated to inclusive representation. | ||
WORKPLACE We are committed to fostering a culture of respect and inclusion of all backgrounds and perspectives through our 8 employee resource groups (“ERGs”) and 100+ Diversity Champions across the organization. | ||
MARKETPLACE We believe that equitable business opportunities contribute to a more equitable world. Our commitment to diversity extends to the healthcare professionals we place, the clients we serve, our vendors, suppliers, and our community. |
DIVERSITY, EQUALITY, EQUITY, AND INCLUSION
Within our workforce, we continue to expand our talent sourcing efforts to ensure that we are attracting a more diverse slate of candidates that reflect the communities we serve with the goal of demonstrating year over year increase in historically underrepresented leadership across the organization. We continue to review our practices, job descriptions, and job postings to ensure the use of neutral language to eliminate unintended barriers and attract a diverse workforce. Transparency and accountability are catalysts for change, so we disclose diversity metrics on our corporate website and measure our efforts through market surveys such as the Bloomberg Gender-Equality Index and the Human Rights Campaign Corporate Equality Index, both of which have recognized AMN as a leader for the past five consecutive years. We manage diversity metrics and track annual goals at both an enterprise and department level.
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Table of ContentsBoard Leadership Structure
Corporate Governance
We separatealso hold leadership accountable for our diversity-related goals by integrating demonstrated leadership metrics surrounding our diversity, equality, equity, and inclusion program into our executive’s cash incentive compensation.
Within our workplace, our objective is to demonstrate year over year increase in historically underrepresented leadership across the roles of Chairman oforganization by attracting leaders from outside the Boardorganization, decreasing internal turnover rates and the Chief Executive Officer. Our CEO, Ms. Salka, is responsibleincreasing internal promotions among team members belonging to historically underrepresented groups. To achieve this, we expanded our relationships with historically black colleges, veteran groups, and other diverse organizations to attract talent utilizing diverse slate practices. In addition, we increased our investments in professional development leadership programs for working with the Board in setting our strategic direction and ourday-to-day leadership and performance, while the Chairman of the Board, Mr. Wheat, leads the Board in overseeing our strategy, provides guidance to our CEO and presides over meetings of the Board. At this time the Board believes that having separate roles:
internal emerging talent.
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Unconscious Bias For Team Members and | AMN Mentorship of diverse vendors and | |||||||||
EMPLOYEE RESOURCE GROUPS AT AMN
At AMN, we achieve our goals by capitalizing on differing cultures, backgrounds, experience, and perspectives.
In 2021, we continued to make progress in our workplace by encouraging more team members to engage through our expanded network of employee resource groups by promoting an inclusive infrastructure that closely aligns with the diverse interests and backgrounds of our team members. Last year, the Company increased its investments in diverse talent and dedicated the resources necessary for our team members to continue to build our ERG ecosystem by providing each employee resource group with an annual budget of $25,000. As of December 31, 2021, the Company actively supports eight employee resource groups and approximately 25% of our corporate team members participation, and we look forward to continuing to build on our ERG infrastructure and participation rate in 2022.
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Corporate Governance
COMMUNITY ENGAGEMENT AND SUPPLIER DIVERSITY
Justice is fundamental to our company culture and core values of trust and respect, so we took intentional actions in the marketplace to extend our commitment to diversity, equality, equity, and inclusion for our healthcare professionals, clients, vendors, supplier partners, and communities. We believe that equitable business opportunities contribute to a more equitable world, so we actively facilitate business partnerships with diverse contractors and suppliers by identifying business opportunities and partnerships that support small, minority, women, veteran, and LGBTQ+ owned businesses. We understand that through supplier diversity, we have an opportunity to benefit the overall socioeconomic health of the communities we serve, so we increased our diverse and small supplier spend to $378 million dollars, funded 100 minority-owned business certifications, and expanded our a vendor development program. A key focus moving forward is to identify business opportunities beyond the traditional minority, women, and veteran-owned businesses to the inclusion of LGBTQ+ and disability-owned businesses.
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 corporate social responsibility, and we align our charitable giving efforts with these values to help organizations and communities flourish. To demonstrate this commitment, we committed $8.9 million to non-profit organizations focused on social justice, diversity, equality, and inclusion, health equity, and resilience in healthcare. We put our values into action through our philanthropic support to non-profits focused on our pillars of giving, which include health and human services, community development, disaster and emergency response, and diversity, equality, equity, and inclusion. AMN only supports nonprofits that encourage diversity, promote tolerance, and share these values and ethics. Our goal is to have a positive impact on the health and well-being of all our stakeholders in our local and global communities. Below are some of the non-profit organizations we supported over the past year:
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Corporate Governance
Policies and Procedures Governing Conflicts of Interest and Related Party TransactionsPOLICIES 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 adopted by the Board in December 2019 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 RegulationS-K promulgated under the Securities Exchange Act of 1934. 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. The 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.
Any conflict of interest issue involving any other employee 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 TransactionsCERTAIN 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 RegulationS-K because Ms. Rebecca Henderson holds the position of CEO of Randstad Global Businesses and Ms. Henderson is the spouse of the Company’s President of Professional Services and Staffing, Mr. Ralph Henderson, who is an executive officer. 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 anarm’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 does 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 LHC Group, Inc. and Orlando Health, Inc. In 2019,2021, we continued a commercial relationshiprelationships with LHC Group and Orlando Health that existed before
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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$1.5 million and $8.2 million in fees that we received from LHC Group and Orlando Health, respectively, in 20192021 were negotiated on anarm’s-length basis and are well 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.
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Corporate Governance
Our Board’s Aggregate Tenure PolicyBOARD LEADERSHIP STRUCTURE
In February 2019, our Board adopted an aggregate board tenure policy that reflects its commitment to consistently evaluate the composition of our Board to ensure that it collectively possesses the necessary experience, skills, knowledge, and level of engagement necessary to serve the best interests of our shareholders. The terms of the following policy were 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 believeshas carefully considered its leadership structure, including whether the role of Chair should be a non-executive position or be combined with that directors should not expect to bere-nominated annually. In determining whether to recommend a director forre-election, the Governance and Compliance Committee considers the needs of the CompanyCEO. 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 diversityBoard’s overall efficiency and effectiveness. Our CEO, Ms. Salka, 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, as a whole,Mr. Wheat, leads the director’s participationBoard in overseeing our strategy, provides guidance to our CEO and contributions to the activitiespresides over meetings of the Board,Board. As announced on March 10, 2022, Ms. Salka intends to retire by the resultsend of the annualyear ending December 31, 2022. The Board evaluationhas a CEO succession process in place and past meeting attendance.is engaging a search firm to evaluate internal and external candidates. Mr. Wheat will chair the search committee along with other independent directors Jeffrey Harris, Chairman of the Corporate Governance Committee, and Martha Marsh, Chairperson of the Compensation Committee.
DOUGLAS D. WHEAT
CHAIR OF THE BOARD
The Board does not believe in a specific limit for the overall lengthhas selected Douglas D. Wheat to serve as its independent Chair because he:
● | Brings unique and extensive board leadership experience that effectively allows him to lead our high-performing Board by keeping it focused on key areas of oversight, coordinating across committees and facilitating effective communication among directors and the Company’s executive management; |
● | Fosters a productive relationship between the Board and the Company’s CEO by providing a sounding board with candid, constructive feedback from the Board to the Company’s executive management team; |
● | Is deeply committed to our values and mission while driving long-term shareholder value; |
● | Increases the independent oversight of the Company and partners with the Compensation Committee to oversee the performance and compensation of our CEO; and |
● | Acts as an independent spokesperson for the Company to our shareholders. |
DUTIES OF OUR CHAIRMAN
● | Serves as Chair of regular sessions of the Board and manages the overall Board process. |
● | Leads the Board in anticipating and responding to crises. |
● | Oversees and monitors Board engagement to ensure our directors are in-tune with issues of our dynamic industry and the evolving landscape. |
● | Supports the Governance and Compliance Committee with board refreshment and executive leadership succession |
● | Models the culture and values expected of all directors. |
● | Conducts individual meetings with other directors, including the CEO, and executive management 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. |
2022 Proxy Statement | 33 |
Upon the conclusion of the Annual Meeting, the aggregate tenure for our Board’s independent directors will be slightly less than 9 years.Corporate Governance
Board Meetings and Annual Meeting Attendance by Board MembersCOMMITTEES OF THE BOARD
We expect each of our directors to attend each meeting of the Board and of the committees on which he or she serves. We also expect our directors to attend our annual meetings. Our Board has an excellent record of attendance and engagement.During 2019, the Board met six times, and took two actions by unanimous written consent. In 2019, no member of the Board attended fewer than 75%of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she has been a director) and (ii) the number of meetings held by all committees of the Board (during the periods that he or she served on such committees). All of our then-serving directors attended our 2019 Annual Meeting of Shareholders.
We have standing Audit, Corporate Governance and Compliance, and Compensation Committees. We also have an Executive Committee that meets periodically, as necessary, to oversee the Company’s business development and Executive Committees.capital allocation strategy. The Board committees are chaired by independent directors, each of whom report to the Board at meetings on the activities and decisions made by their respective committees. The Board makes committee assignments and designates committee chairs based on a director’s independence, knowledge, and areas of expertise. We believe this structure helps facilitate efficient decision-making and communication among our directors and fosters efficient Board functioning at Board meetings.
In line with our value of continuous improvement, the directors conduct an evaluation of the performance of the Board and each of the committees on an annual
basis. Additionally, on abi-annual basis, the Governance and Compliance Chairman has individual conversations with the directors specifically regarding their board performance and board composition. We describe the current functions and members of each committee below. A more detailed description of the function,functions, duties and responsibilities of the Audit, Governance and Compliance and Compensation Committees is included in each Committee’s charter and available in the link entitled “Corporate Governance”“Governance” located within the “Investor Relations” tab of our website atwww.amnhealthcare.com.
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The table below provides current committee memberships and fiscal year 20192021 committee meeting information:
Director |
Audit (1) |
Compensation (2) |
Governance & Compliance(3) |
Executive | 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. | Member | Member | |||||||||||||||
Jorge A. Caballero | ● | ● | |||||||||||||||
Martha H. Marsh | Chair | ● | |||||||||||||||
Susan R. Salka | Member | ● | |||||||||||||||
Andrew M. Stern | Member | Member | |||||||||||||||
Teri G. Fontenot | Member | ● | ● | ||||||||||||||
Sylvia Trent-Adams | ● | ● | |||||||||||||||
Douglas D. Wheat | Chair | ● | |||||||||||||||
Daphne E. Jones | Member | Member | ● | ● | |||||||||||||
Committee Meetings and Actions by Written Consent | Committee Meetings and Actions by Written Consent | ||||||||||||||||
Total Committee Meetings | 9 | 6 | 5 | 2 | 9 | 7 | 5 | 1 | |||||||||
Actions by Written Consent | 0 | 0 | 0 | 4 | 0 | 3 | 0 | 1 |
● | Chair | |
● | Member |
(1) | The Board has determined that all Audit Committee members (A) are financially literate, and (B) meet the criteria for independence set forth in Rule10A-3 under the Exchange Act, and Section 303A of the NYSE Listed Company Manual. The Board 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 Compensation Committee meet the standards for independence required by the NYSE. |
(3) | The Board has determined that all members of the Governance and Compliance Committee meet the standards for independence required by the NYSE. |
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Corporate Governance
AUDIT COMMITTEE
Our Audit Committee Charter, which is reviewed annually, sets forth the duties of the Audit Committee. Generally, the Audit Committee is responsible for, among other things, overseeing our financial reporting process. In the course of performing its functions, the Audit Committee as provided by our Audit Committee Charter:
KEY 2021 ACTIVITIES
COMPENSATION COMMITTEE
AND OWNERSHIP GUIDELINES Members of the Board who are not employees of the Company
We pay our current annual retainer schedule for our Independent Directors.
Corporate Governance
The following table reflects compensation that our directors earned during fiscal year
Corporate Governance
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 eachnon-management director will 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
Our named executive officers as of December 31,
Executive Officers
Ms. Jackson holds a Juris Doctorate degree from the University of Arizona, a Master of Public Health from The George Washington University and a Bachelor of Science in Liberal Studies from the University of Arizona. Ms. Jackson is licensed as an attorney in California, the District of Columbia, Arizona, and New York.
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 of 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 2022 Annual Meeting of Shareholders. As described in detail in the Compensation Discussion and Analysis section below, we design our executive compensation programs to attract, motivate, and retain our named executive officers, who are critical to the Company’s success. Under these programs, we reward our named executive officers for the Company’s successful performance, the achievement of specific annual, long-term, and strategic goals, and the realization of increased value for our shareholders. The executive compensation packages paid to our named executive officers are substantially tied to our strategic objectives, financial plan, and total shareholder return and align with the interests of our shareholders and our commitment to corporate social responsibility. The 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. 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 of the named executive officers, as disclosed in the Company’s proxy statement for the 2022 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, our Board and our Compensation Committee value the opinions of our shareholders and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs and policies.
Executive Compensation COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company This year’s Compensation Discussion and Analysis highlights decisions made by the Compensation Committee in the context of AMN’s stellar financial and operational performance. The Compensation Committee has primary oversight over the design and execution of the Company’s executive compensation program that is structured on a pay-for-performance model that leverages short-and long-term incentives to drive multiple dimensions of performance and aligns the interests of our executives with those of our shareholders and other The Compensation Committee believes that the Company’s pay-for-performance structure appropriately incents executives without excessive risk and is comfortable that the outcomes under the Company’s incentive compensation plans reasonably reflect the balance of short- and long-term performance, and that
Looking to The Compensation Compensation Committee Members
COMPENSATION DISCUSSION AND ANALYSIS
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
Executive Compensation OUR COMPENSATION PROGRAM PHILOSOPHY AND OBJECTIVES Our executive compensation philosophy is that compensation realized by executives should (i) align with shareholders’ interests, (ii) reflect the individual skills and contributions of the executive in achieving the strategic, financial, and operational goals of the Company and (iii) reflect the leadership they demonstrate in promoting our values-based culture and commitment to corporate social responsibility. OUR COMPENSATION PROGRAM OBJECTIVES
To support AMN’s objectives, the Compensation Committee has designed a total rewards program for our named executive officers,
Executive Compensation EXECUTIVE COMPENSATION PRACTICES
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
below.
IMPACT ON EACH OTHER, OUR INDUSTRY AND OUR COMMUNITIES
EXECUTION ON TECHNOLOGY AND DIGITAL STRATEGIC INITIATIVES
A SUSTAINED AND EFFECTIVE COVID-19 OPERATIONAL RESPONSE As the COVID-19 pandemic continued to disrupt our communities and workplaces for a second straight year, the Company remained focused on our commitment to our
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
The Compensation Committee placed considerable emphasis on our
2021 COMPENSATION ELEMENTS The illustration below provides an overview of the principal components of our rewarding strong financial and operational performance.
Numerous factors played a role in our
Executive Compensation To illustrate this, the chart set forth below reflects the percentage breakdown of our CEO’s CEO COMPENSATION AT RISK (86% AT RISK)
As the Compensation Committee has consistently done,
Executive Compensation NAMED EXECUTIVE OFFICER COMPENSATION IN 2021
At our
The Compensation Committee believes that our executive compensation program in
retain executives.
BASE SALARY Base salary serves as the first principal component of our executive compensation program. In setting base salaries, the Compensation Committee considers several factors.
Executive Compensation We manage salary changes to fall within our annual budget. We evaluate our operational and financial performance against our annual strategic objectives and our annual operating plan. We evaluate our stock performance against our executive compensation peer group and the Russell 2000 Index. Our CEO 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 Compensation Committee to evaluate the other executive officers’ performance, knowledge, skills, experience, and responsibilities. ANNUAL CASH PERFORMANCE BONUS Annual cash performance bonus opportunities serve as the second principal component of our executive compensation program and are designed to incent and reward performance. The Company’s Bonus Plan is the mechanism by which the Compensation Committee provides cash bonus opportunities as a strong incentive for our executive officers to achieve annual financial targets that support our strategic objectives. Although certain details of the Bonus Plan may change from year to year, its principal elements remain consistent and 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 Compensation Committee sets threshold, “target” (i.e., 100% payout) and maximum amounts for bonuses and a weight for each metric that corresponds to the level of achievement required to trigger a threshold, target, or maximum bonus for the named executive officer under such metric. The threshold level for each metric typically starts at a minimum performance level (i.e., 90% of targeted consolidated adjusted EBITDA). The maximum bonus typically requires a performance level of 110% to 120% of the target amount for each metric. We have typically used incremental hurdles (usually 1% increments for adjusted EBITDA and one-half percent increments for revenue) of performance between the threshold level and the maximum level that increase the amount of bonus that can be earned on a straight-line basis depending on the hurdle ultimately achieved. The leadership component of the bonuses, which we refer to as the Leadership Component in this CD&A, has been based on non-financial factors, such as performance relative to direct competition, leadership, achievement of strategic objectives, including Company’s diversity-related objectives and effective leadership in line with our core values and executive leadership competencies. In setting each named executive officer’s target bonus, the 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.
The Compensation Committee may amend the Bonus Plan at any time and may also amend any outstanding award granted under the Bonus Plan. LONG-TERM INCENTIVES Long-term incentives in the form of equity awards are the third principal component of our executive compensation program and serve to align the interests of our named executive officers with our shareholders. Under the Company’s 2017 Equity Plan, which we refer to in this CD&A as the Equity Plan, we grant equity awards with various vesting parameters, typically three years in length, to named executive officers and key employees to incentivize the achievement of our long-term strategic objectives. We also use them as an employee retention tool. We utilize PRSUs as part of our long-term incentive structure to strengthen the performance-based component of the long-term incentive component. In 2021, we utilized PRSUs that payout based on the Company’s total shareholder return over three years and adjusted EBITDA Performance PRSUs that vest and payout at the end of three years but accrue value annually based on the Company’s achievement of annual year-over-year adjusted EBITDA performance targets. We refer to these awards as our TSR PRSUs and Adjusted EBITDA Performance PRSUs, respectively.
Executive Compensation
OUR COMPENSATION DETERMINATION PROCESS ROLES AND RESPONSIBILITIES
The 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 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 Compensation Committee determines the performance metrics for the award each year. The Compensation Committee also grants annual equity awards under our Equity Plan. In addition to annual grants, the Compensation Committee utilizes the Equity Plan to grant equity awards to key employees upon their initial employment, promotion, or as special retention awards.
Our 2021 executive compensation peer group of 14 companies ranged from approximately $1.5 billion to $6.5 billion in revenues for the year ended December 31, 2021, and from approximately $954 million to $12 billion in market capitalization. For purposes of comparison, our consolidated revenue and market capitalization as of December 31, 2021 was approximately $3.98 billion and $5.7 billion, respectively, placing us fifth in our 2021 executive compensation peer group for revenue and fourth for market capitalization.
Executive Compensation TRAILING TWELVE MONTHS REVENUE ($MM) AS OF DECEMBER 31, 2021 MARKET CAPITALIZATION ($MM) AS OF DECEMBER 31, 2021
Executive Compensation OUR 2021 COMPENSATION PROGRAM AND RESULTS Our named executive officers’ 2021 direct compensation consisted of: (1) a base salary; (2) cash incentive bonus based on performance; (3) long-term equity incentives; (4) reimbursement for certain financial, estate planning and personal health and wellness expenses and (5) certain other additional compensation, such as matching deferred compensation contributions. We discuss each component of our 2021 compensation program for our named executive officers in more detail below. 2021 BASE SALARY In late 2020, the Compensation Committee reviewed annual base salary levels for the named executive officers and, after careful consideration, approved increases effective January 1, 2021 ranging from zero to two percent from the previous year, as reflected in the table below. In making its determinations, the Compensation Committee considers, among other things, (1) the market salary 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 2021 base salary, it was slightly above the median among other CEOs within our 2021 executive compensation peer group.
2021 BONUS PLAN TARGET BONUS LEVELS In December 2020, the Compensation Committee reviewed the 2021 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 2021. The table below shows 2021 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 2020.
The dollar amount of Ms. Salka’s 2021 cash bonus target amount fell at the 50th percentile among CEOs within our 2021 executive compensation peer group based on the most recent proxy statements filed by our executive compensation peer group, which the Compensation Committee believed was appropriate.
Executive Compensation STRUCTURE OF OUR BONUS PLAN In 2021, 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 2021, consistent with prior years’ practice, the Compensation Committee tied the Financial Component of the Bonus Plan to the achievement of our 2021 annual operating plan revenue and pre-bonus adjusted EBITDA targets. We use pre-bonus adjusted EBITDA, which we refer to as Pre-Bonus AEBITDA(1), solely to determine bonuses. Pre-bonus AEBITDA excludes from Adjusted EBITDA the payment of bonuses, the impact of acquisitions that were not included in the Company’s operating plan, and certain increases to the Company’s legal expense accruals not contemplated by its 2021 annual operating plan. For information on the calculation of Pre-Bonus AEBITDA, and a reconciliation of our 2021 net income to adjusted EBITDA and Pre-bonus AEBITDA, please see Exhibit A to this proxy statement (page 95). In 2021, the weighting of the performance metrics reflected below were consistent for each of our named executive officers:
RATIONALE FOR ANNUAL BONUS PERFORMANCE OBJECTIVES In 2021, the 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.
2021 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 2021.
Executive Compensation
PAYOUTS
Based on outcomes, the Company and its 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 2021 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 under the Leadership Component together with the final amounts paid under the Financial Component, which made up 70% of the total target bonus amount. Mr. Scott, Mr. Schwartz and Mr. Knudson are
Executive Compensation MS. SALKA’S BONUS METRICS
MR. HAGAN’S BONUS METRICS
Executive Compensation MS. JACKSON’S BONUS METRICS
Executive Compensation LONG-TERM INCENTIVE COMPENSATION 2021 LONG-TERM INCENTIVE EQUITY AWARDS In 2021, the Compensation Committee granted equity awards to
Ms. Salka and Ms. Jackson each satisfy the requirements for retirement eligibility under their respective 2021 equity awards. AGGREGATE GRANT DATE FAIR VALUE The chart below reflects the aggregate grant date fair value of each equity award type that we granted to each named executive officer in 2021.
Each of our named executive officers received PRSU grants in January 2021. The PRSUs represented 80% or more of the AGD Fair Value of the total equity grant value for Ms. Jackson and Mr. Hagan. While Ms. Salka received PRSU grants in January 2021, the Compensation Committee elected to wait to consider a grant of RSUs for Ms. Salka until September, when it had better visibility of our year-end financial, operational, and stock performance. For Mr. Scott, PRSUs represented 55% of the AGD Fair Value of his equity awards; however, he forfeited all unvested equity awards upon his resignation in August 2021, since he was not retirement eligible because he did not meet the age and service time requirements required in our equity agreements. In addition to 824 RSUs we granted to Mr. Schwartz in January 2021, he also received an additional equity award of 1,560 RSUs in July 2021 in connection with his appointment to Interim Principal Financial Officer following the announcement of Mr. Scott’s resignation. Due to the timing and interim nature of his role, Mr. Schwartz did not receive the same equity mix as our other named executive officers, so PRSUs only represented 8% of the AGD Fair Value of the total equity grant value for Mr. Schwartz in 2021. Mr. Knudson received an equity award of 29,262 RSUs in connection with his appointment as Chief Financial Officer and Treasurer in November 2021. The Compensation Committee did not grant Mr. Knudson PRSUs at that time, because it thought it would be more appropriate to wait until it approved equity awards for the other named executive officers in 2022. In August 2021, the Compensation Committee responded to the challenging talent environment and exceptional Company performance by approving special performance equity awards for Mr. Hagan and Ms. Jackson tied to the Company’s total shareholder return to incent and retain these executives. In September 2021, based on
To provide further clarity on our equity compensation practices, the
Executive Compensation
TSR PRSUs TSR PRSUs represented approximately 21% - 68% of the total 2021 equity grant value that we awarded to Ms. Salka, Mr. Hagan and Ms. Jackson based on the AGD Fair Value. Each of our
We refer to In August 2021, the Compensation Committee The table below discloses the percentage of the January and August 2021 target PRSUs that may be earned depending on the actual results of the Company’s TSR Measurement as
ADJUSTED EBITDA PERFORMANCE PRSUs In 2021, the
year-over-year adjusted EBITDA performance in 2021 and 2022.
Executive Compensation TIME-VESTED RSUs RSUs that we granted in 2021 vest ratably on each of the first three anniversaries of the grant date. RESULTS OF OUR 2019 PERFORMANCE RESTRICTED STOCK UNIT AWARDS In early 2022, the Compensation Committee performed the TSR Measurement for the 2019 TSR PRSU awards for the period January 1, 2019 through December 31, 2021 2019 TSR PRSUS:
2019 ADJUSTED EBITDA MARGIN PRSUs: In February 2022, the Compensation Committee determined the Company’s 2021 adjusted EBITDA margin for the purposes of determining performance under the 2019 adjusted EBITDA margin PRSUs that payout in shares of the Company’s stock. Based on these results, these awards paid out at the maximum of 200% of target. Below we set forth the 2021 Adjusted EBITDA Margin metrics for target and maximum payout alongside the actual 2021 Adjusted EBITDA Margin achieved and number of PRSUs earned:
Executive Compensation
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 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
PERQUISITES In addition to the benefits
EMPLOYMENT AND SEVERANCE Severance arrangements serve as the fifth component of our executive compensation program. We are party to an employment agreement with our CEO, which contains severance provisions, and have entered into severance agreements with each of our other 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 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.
Executive Compensation
Our named executive
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 equity ownership requirements require
The value of unvested RSUs and vested or unvested CLAWBACK POLICY Under the Governance Guidelines, 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:
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.
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.
Overall, the Compensation Committee believes the Company performed well during
Executive Compensation BASE SALARY The Compensation Committee approved the annual base salaries for the named executive officers for
The base salaries of our named executive officers reflect a 0% to BONUS PLAN
In January
STRUCTURE
LONG-TERM EQUITY INCENTIVES The 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
2022.
Executive Compensation
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EXECUTIVE COMPENSATION DISCLOSURE
Our named executive officers for the 2019 fiscal year are listed below. We provide information regarding the business experience, qualifications and affiliations of our named executive officers who are not directors below. For Ms. Salka’s experience, qualifications and affiliations, please see page 15 above.
OurNon-Director Executive Officers
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September 2007. In February 2009, we appointed him President, Nurse and Allied Staffing and in February 2012, named him President, Healthcare Staffing. In January 2016, we appointed Mr. Henderson President, Professional Services and Staffing. He is responsible for leading the sales and financial performance of our nurse and allied solutions segment and our locum tenens solutions segment. Prior to September 2007, Mr. Henderson served as Senior Vice President, Group Executive for Spherion, Inc., one of the largest commercial and professional staffing companies in the United States. Mr. Henderson started with Spherion in 1995 and held several leadership positions, including Regional Vice President and General Manager, Vice President of National Accounts, and Senior Vice President, Western Division. Prior to Spherion, Mr. Henderson was employed by American Express for nine years where in his last role he served as Vice President of Sales and Account Management in the Travel Management Services Division. Mr. Henderson holds a Bachelor of Science degree in Business Administration from Northern Arizona University.
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Ms. Jackson is responsible for our legal, corporate governance, compliance, ethics, risk management, real estate and corporate social responsibility functions. We appointed her as our Secretary in May 2003 and Senior Vice President in November 2004. From 1995 to September 2000, Ms. Jackson worked for The Mills Corporation serving as Vice President and Senior Counsel from 1998 to 2000. Ms. Jackson serves on the Board of Tractor Supply Company, the largest retailer store chain of rural lifestyle products in the United States, is Chair of its Corporate Governance Committee and is a member of its Audit Committee. Ms. Jackson holds a Juris Doctorate degree from the University of Arizona, a Masters of Public Health from The George Washington University and a Bachelor of Science in Liberal Studies from the University of Arizona. Ms. Jackson is licensed as an attorney in California, the District of Columbia, Arizona and New York.
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Financial Officer, Chief Accounting Officer, and Treasurer in January 2011. Prior to that time, Mr. Scott served in a variety of financial and operational roles for us including most recently as Senior Vice President of Operations, Finance and Business Development, in which capacity he oversaw our corporate financial planning and analysis, capital funding and business development activities. He has also served as President of our pharmacy staffing division and as Director, Senior Director and Vice
President of Finance, where his roles have included overseeing all accounting operations and SEC reporting. Mr. Scott started his career in San Francisco with KPMG and later became a partner in amid-sized CPA firm. He also served as controller of a biotechnology company. Mr. Scott serves on the Board Community Care Partners, a private equity-backed chain of urgent care centers in Oregon. He also serves on thenon-profit boards of the YMCA of San Diego County and the RC Baker Foundation. Mr. Scott is a certified public accountant (inactive) in California, and received his bachelor’s degree in accounting from California Polytechnic State University, San Luis Obispo and a Masters of Business Administration from the McCombs School of Business at the University of Texas at Austin.
Summary Compensation TableSUMMARY COMPENSATION TABLE
The following table shows the compensation earned or accrued by our named executive officers for the three fiscal years ended December 31, 2019, 20182021, 2020 and 2017.2019.
Named Executive Officer and Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||||
Susan R. Salka | 2019 | 996,154 | — | 3,382,836 | (5) | 1,120,527 | 127,289 | 5,626,806 | ||||||||||||||||||||
PEO,(6) President & CEO | 2018 | 897,592 | — | 2,888,030 | (7) | 1,105,721 | 197,689 | 5,089,032 | ||||||||||||||||||||
| 2017 | 835,577 | — | 2,299,955 | (8) | 548,078 | 197,357 | 3,880,967 | ||||||||||||||||||||
Brian M. Scott | 2019 | 504,423 | — | 1,009,959 | (10) | 532,155 | 60,416 | 2,106,953 | ||||||||||||||||||||
PFO,(9) CFO, CAO & Treasurer | 2018 | 489,038 | — | 1,000,046 | (11) | 480,324 | 50,941 | 2,020,349 | ||||||||||||||||||||
| 2017 | 464,423 | — | 699,969 | (12) | 235,174 | 84,643 | 1,484,209 | ||||||||||||||||||||
Ralph S. Henderson | 2019 | 504,423 | — | 1,009,959 | (10) | 395,805 | 93,647 | 2,003,834 | ||||||||||||||||||||
President, Professional Services & Staffing | 2018 | 489,038 | — | 1,000,046 | (11) | 480,324 | 113,605 | 2,083,013 | ||||||||||||||||||||
| 2017 | 464,423 | — | 699,969 | (12) | 235,174 | 75,587 | 1,475,153 | ||||||||||||||||||||
Denise L. Jackson | 2019 | 429,212 | — | 645,036 | (13) | 339,842 | 44,013 | 1,458,103 | ||||||||||||||||||||
Chief Legal Officer & Corporate Secretary | 2018 | 408,750 | — | 430,001 | (14) | 270,596 | 38,570 | 1,147,917 | ||||||||||||||||||||
| 2017 | 389,423 | — | 409,978 | (15) | 139,230 | 49,449 | 988,080 |
Named Executive Officer and Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | ||||||||
Susan R. Salka PEO,(6) President & CEO | 2021 | 1,030,000 | — | 5,643,694(5) | 2,472,000 | 326,857 | 9,472,551 | ||||||||
2020 | 1,027,692 | — | 3,632,452(7) | 1,236,000 | 129,155 | 6,025,299 | |||||||||
2019 | 996,154 | — | 3,382,836(8) | 1,120,527 | 127,289 | 5,626,806 | |||||||||
Brian M. Scott Former PFO,(9) CFO, CAO & Treasurer | 2021 | 322,000 | — | 1,499,997(10) | — | 83,164 | 1,905,161 | ||||||||
2020 | 522,846 | — | 1,100,012(11) | 535,600 | 60,572 | 2,219,031 | |||||||||
2019 | 504,423 | — | 1,009,959(12) | 532,155 | 60,416 | 2,106,953 | |||||||||
Christopher S. Schwarz Interim Chief Financial Officer | 2021 | 249,879 | 50,000 | 224,954(13) | 124,940 | 32,518 | 682,290 | ||||||||
Jeffrey R. Knudson PFO,(9) CFO & Treasurer | 2021 | 90,000 | 900,000 | (14) | 2,999,940(15) | — | 32,745 | 4,022,685 | |||||||
Mark C. Hagan Chief Information & Digital Officer | 2021 | 510,000 | — | 2,325,524(16) | 918,000 | 137,868 | 3,891,392 | ||||||||
2020 | 498,731 | — | 830,405(17) | 386,250 | 114,692 | 1,830,078 | |||||||||
Denise L. Jackson Chief Legal Officer & Corporate Secretary | 2021 | 440,000 | — | 1,979,630(18) | 792,000 | 119,811 | 3,331,441 | ||||||||
2020 | 442,615 | — | 660,064(19) | 339,900 | 55,529 | 1,498,108 | |||||||||
2019 | 429,212 | — | 645,036(20) | 339,842 | 44,013 | 1,458,103 |
(1) | Salary includes all salary amounts deferred by the named executive officers under theDeferred Compensation |
(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, refer to notes 1(o) and 11 to the financial statements included in our annual report on Form10-K for the fiscal year ended December 31, |
(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. |
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This column consists of compensation received by our named executive officers in the form of matching contributions to the Deferred Compensation Plan and Company-paid life insurance |
(5) | 30,717 RSUs with an AGD Fair Value of $3,443,683, 13,441 TSR PRSU with an AGD Fair Value of $1,200,012 and 14,652 adjusted EBITDA margin PRSUs with an AGD Fair Value of $999,999, comprise the amount of Ms. Salka’s 2021 stock awards. Assuming the highest level of performance conditions will be achieved for the 13,441 TSR PRSU award and the 14,652 adjusted EBITDA margin PRSU award, the AGD Fair Value of such awards would equal $2,099,955 and $1,999,998, respectively. |
(6) | “PEO” refers to our principal executive officer. |
(7) | 19,625 RSUs with an AGD Fair Value of $1,357,461, 13,335 TSR PRSU with an AGD Fair Value of $1,049,998 and 19,625 adjusted EBITDA margin PRSUs with an AGD Fair Value of $1,224,993, comprise the amount of Ms. Salka’s 2020 stock awards. Assuming the highest level of performance conditions will be achieved for the 13,335 TSR PRSU award and the 19,625 adjusted EBITDA margin PRSU award, the AGD Fair Value of such awards would equal $1,837,477 and $2,449,985, respectively. |
(8) | 20,755 RSUs with an AGD Fair Value of $1,237,828, 13,400 TSR |
“ | |
(10) | Mr. Scott was not retirement eligible upon his date of separation of service from the company; therefore, he forfeited all unvested equity awards. |
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Executive Compensation
(11) | 6,168 RSUs with an AGD Fair Value of |
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6,352 RSUs with an AGD Fair Value of $353,489, 4,101 TSR PRSUs with an AGD Fair Value of $302,982 and 6,352 adjusted EBITDA margin PRSUs with an AGD Fair Value of $353,489 comprise the amount of Mr. Scott’s 2019 stock awards. Mr. Scott was not retirement eligible upon his date of separation of service from the company; therefore, he forfeited the unvested shares for these awards. | |
(13) | 824 RSUs with an AGD Fair Value of $56,238, 1,560 RSUs with an AGD Fair Value of $149,947 and 275 adjusted EBITDA margin PRSUs with an AGD Fair Value of $18,769 comprise the amount of Mr. |
(14) | Mr. Knudson joined the Company on November 2, 2021, so he was not eligible to receive an annual cash incentive bonus under the Bonus Plan. The Compensation Committee took this and other considerations into account at that time and determined it would be more appropriate to offer Mr. Knudson a $900,000 sign-on bonus, which was paid on March 11, 2022. |
(15) | 29,262 RSUs with an AGD Fair Value of $2,999,940 comprise the amount of Mr. Knudson’s 2021 stock awards. |
(16) | 6,923 RSUs with an AGD Fair Value of $472,495, 3,528 TSR PRSUs with an AGD Fair Value of $314,980, 13,000 TSR PRSUs with an AGD Fair Value of $1,275,560 and 3,846 adjusted EBITDA margin PRSUs with an AGD Fair Value of $262,490 comprise the amount of Mr. Hagan’s 2021 stock awards. Assuming the highest level of performance conditions will be achieved for the 3,528 TSR PRSU award, the 13,000 TSR PRSU award, and the |
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3,701 RSUs with an AGD Fair Value of $231,016, 2,515 TSR PRSUs with an AGD Fair Value of $198,031 and 3,701 adjusted EBITDA margin PRSUs with an AGD Fair Value of $231,016 comprise the amount of Ms. Jackson’s 2020 stock awards. Assuming the highest level of performance conditions will be achieved for the 2,515 TSR PRSU award and the 3,701 adjusted EBITDA margin PRSU award, the AGD Fair Value of such awards would equal $346,535 and $462,033, respectively. | |
(20) | 4,057 RSUs with an AGD Fair Value of $225,772, 2,619 TSR PRSUs with an AGD Fair Value of $193,492 and 4,057 adjusted EBITDA margin PRSUs with an AGD Fair Value of $225,772 comprise the amount of Ms. Jackson’s 2019 stock awards. Assuming the highest level of performance conditions will be achieved for the 2,619 TSR PRSU award and the 4,057 adjusted EBITDA margin PRSU award, the AGD Fair Value of such awards would equal $338,592 and $451,544, respectively. |
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Executive Compensation
Grants of Plan-Based AwardsGRANTS OF PLAN-BASED AWARDS
The following table contains information concerning grants of plan-based awards to our named executive officers under our cash and equity plans during the year ended December 31, 2019.2021.
Name and Type of
Equity Award
| Estimated Future Payouts UnderNon-Equity Incentive Plan Awards
| Estimated Future Payouts Under Equity Incentive Plan Awards(1)
| All Other Awards: # of Stock or Units
| Grant Date Fair Value of Stock Awards ($)(8)
| ||||||||||||||||||||||||
Grant Date
| Threshold ($)(2)
| Target ($)(3)
| Maximum ($)(4)
| Threshold (#)(5)
| Target (#)(6)
| Maximum (#)(7)
| ||||||||||||||||||||||
Susan R. Salka |
| 249,000 | 1,200,000 | 2,400,000 |
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| |||||||||
TSR PRSU | 1/3/2019 |
|
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| 3,350 | 13,400 | 23,450 |
|
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| 989,992 | |||||||||||||||||
AEBITDA PRSU | 1/3/2019 |
|
|
| 5,189 | 20,755 | 41,510 |
|
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| 1,155,016 | |||||||||||||||||
RSU | 12/16/2019 |
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|
|
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|
|
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|
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|
| 20,755 (9) | 1,237,828 | |||||||||||||
Brian M. Scott |
| 104,788 | 505,000 | 1,010,000 |
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TSR PRSU | 1/3/2019 |
|
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| 1,025 | 4,101 | 7,177 |
|
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| 302,982 | |||||||||||||||||
AEBITDA PRSU | 1/3/2019 |
|
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| 1,588 | 6,352 | 12,704 |
|
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| 353,489 | |||||||||||||||||
RSU | 1/3/2019 |
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| 6,352 (9) | 353,489 | |||||||||||||
Ralph S. Henderson |
| 104,788 | 505,000 | 1,010,000 |
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TSR PRSU | 1/3/2019 |
|
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| 1,025 | 4,101 | 7,177 |
|
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| 302,982 | |||||||||||||||||
AEBITDA PRSU | 1/3/2019 |
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| 1,588 | 6,352 | 12,704 |
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| 353,489 | |||||||||||||||||
RSU | 1/3/2019 |
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| 6,352 (9) | 353,489 | |||||||||||||
Denise L. Jackson |
| 66,919 | 322,500 | 645,000 |
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TSR PRSU | 1/3/2019 |
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| 655 | 2,619 | 4,583 |
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| 193,492 | |||||||||||||||||
AEBITDA PRSU | 1/3/2019 |
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| 1,014 | 4,057 | 8,114 |
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| 225,772 | |||||||||||||||||
RSU | 1/3/2019 |
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| 4,057 (9) | 225,772 |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | All Other Stock Awards: | Grant Date Fair Value of | ||||||||||||||||
Name and Type of Equity | Grant Date | Threshold ($)(2) | Target ($)(3) | Maximum($) ($)(4) | Threshold (#)(5) | Target (#)(6) | Maximum (#)(7) | # of Shares of Stock or Units | Stock Awards ($)(8) | ||||||||||
Susan R. Salka | 256,470 | 1,236,000 | 2,472,000 | ||||||||||||||||
TSR PRSU | 1/4/2021 | 3,360 | 13,441 | 23,522 | 1,200,012 | ||||||||||||||
Adjusted EBITDA PRSU | 1/4/2021 | 3,663 | 14,652 | 29,304 | 999,999 | ||||||||||||||
RSU | 9/20/2021 | 30,717 | (10) | 3,443,683 | |||||||||||||||
Brian M. Scott | 107,900 | 520,000 | 1,040,000 | ||||||||||||||||
TSR PRSU | 1/4/2021 | 1,260 | 5,040 | 8,820 | 449,971 | ||||||||||||||
Adjusted EBITDA PRSU | 1/4/2021 | 1,374 | 5,495 | 10,990 | 375,034 | ||||||||||||||
RSU | 1/4/2021 | 9,890 | (9) | 674,993 | |||||||||||||||
Christopher S. Schwartz | 0 | 62,470 | 124,940 | ||||||||||||||||
RSU | 1/4/2021 | - | - | - | 824 | (9) | 56,238 | ||||||||||||
Adjusted EBITDA PRSU | 1/4/2021 | 69 | 275 | 550 | 18,769 | ||||||||||||||
RSU | 7/16/2021 | 1,560 | (9) | 149,947 | |||||||||||||||
Jeffrey R. Knudson | 0 | 0 | 0 | ||||||||||||||||
RSU | 11/2/2021 | 29,262 | (9) | 2,999,940 | |||||||||||||||
Mark C. Hagan | 95,242 | 459,000 | 918,000 | ||||||||||||||||
TSR PRSU | 1/4/2021 | 882 | 3,528 | 6,174 | 314,980 | ||||||||||||||
Adjusted EBITDA PRSU | 1/4/2021 | 962 | 3,846 | 7,692 | 262,490 | ||||||||||||||
RSU | 1/4/2021 | 6,923 | (9) | 472,495 | |||||||||||||||
TSR PRSU | 8/15/2021 | 3,250 | 13,000 | 22,750 | 1,275,560 | ||||||||||||||
Denise L. Jackson | 82,170 | 396,000 | 792,000 | ||||||||||||||||
TSR PRSU | 1/4/2021 | 592 | 2,366 | 4,141 | 211,236 | ||||||||||||||
Adjusted EBITDA PRSU | 1/4/2021 | 645 | 2,579 | 5,158 | 176,017 | ||||||||||||||
RSU | 1/4/2021 | 4,642 | (10) | 316,817 | |||||||||||||||
TSR PRSU | 8/15/2021 | 3,250 | 13,000 | 22,750 | 1,275,560 |
(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 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 equaled at least 25%, which establishes the minimum amount of performance that we must achieve for our named executive officers to earn a portion of the award. We describe Relative TSR in our CD&A above. For adjusted EBITDA margin PRSU awards, the number of shares set forth in this column assumes that |
71 |
Executive Compensation
(6) | For TSR PRSUs, the number of PRSUs set forth in this column assumes that under the TSR Measurement, our relative TSR percentile rank equaled at least 50%. For adjusted EBITDA margin PRSU awards, the number of shares set forth in this column assumes that the |
(7) | The number of TSR PRSUs set forth in this column assumes that under the TSR Measurement each of the following conditions has been satisfied: (1) Relative TSR percentile equals at least 75% and (2) Absolute TSR exceeds zero. For adjusted EBITDA |
(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 1(o) and 10 to the financial statements included in our annual report on Form10-K for the fiscal year ended December 31, |
(9) | 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. | ||||
| The RSUs underlying this award are retirement eligible as of December 31, 2021 and vest in three tranches on each of the first, second and third anniversaries of the Grant Date. |
72 |
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Executive Compensation
Outstanding Equity Awards at Fiscal Year EndOUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table represents equity interests held by the named executive officers as of December 31, 2019,2021, 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 | 1/3/2019 | (3) | 41,510 | (4) | 5,077,918 | |||||||||||||||
1/3/2019 | (5) | 23,450 | (6) | 2,868,639 | ||||||||||||||||
12/16/2019 | (7) | 7,057 | 863,283 | |||||||||||||||||
1/6/2020 | (9) | 19,625 | (10) | 2,400,726 | ||||||||||||||||
1/6/2020 | (11) | 23,336 | (12) | 2,854,693 | ||||||||||||||||
12/16/2020 | (7) | 13,149 | 1,608,517 | |||||||||||||||||
1/4/2021 | (14) | 14,652 | (15) | 1,792,379 | ||||||||||||||||
1/4/2021 | (16) | 23,522 | (17) | 2,877,446 | ||||||||||||||||
9/20/2021 | (7) | 30,717 | 3,757,611 | |||||||||||||||||
Brian M. Scott(18) | — | — | — | — | — | |||||||||||||||
Christopher S. Schwartz(4) | 1/3/2019 | (3) | 1,078 | (4) | 131,872 | |||||||||||||||
1/3/2019 | (5) | 183 | 22,386 | |||||||||||||||||
1/22/2019 | (22) | 238 | 29,115 | |||||||||||||||||
11/22/2019 | (22) | 840 | 102,757 | |||||||||||||||||
1/6/2020 | (9) | 601 | (10) | 73,520 | ||||||||||||||||
1/6/2020 | (7) | 403 | 49,299 | |||||||||||||||||
1/4/2021 | (7) | 824 | 100,800 | |||||||||||||||||
1/4/2021 | (14) | 275 | (15) | 33,641 | ||||||||||||||||
7/16/2021 | (7) | 1,560 | 190,835 | |||||||||||||||||
Jeffrey R. Knudson(5) | 11/2/2021 | (13) | 29,262 | 3,579,620 | ||||||||||||||||
Mark C. Hagan | 1/3/2019 | (3) | 7,798 | (4) | 953,929 | |||||||||||||||
1/3/2019 | (5) | 4,407 | (6) | 539,108 | ||||||||||||||||
1/3/2019 | (8) | 1,326 | 162,210 | |||||||||||||||||
1/6/2020 | (9) | 3,535 | (10) | 432,437 | ||||||||||||||||
1/6/2020 | (11) | 4,204 | (12) | 514,275 | ||||||||||||||||
1/6/2020 | (13) | 2,369 | 289,800 | |||||||||||||||||
3/9/2020 | (19) | 2,603 | 318,425 | |||||||||||||||||
1/4/2021 | (14) | 3,846 | (15) | 470,481 | ||||||||||||||||
1/4/2021 | (16) | 6,174 | (17) | 755,265 | ||||||||||||||||
1/4/2021 | (13) | 6,923 | 846,891 | |||||||||||||||||
8/15/2021 | (20) | 22,750 | (21) | 2,783,008 | ||||||||||||||||
1/3/2019 | (3) | 8,114 | (4) | 992,586 | ||||||||||||||||
1/3/2019 | (5) | 4,583 | (6) | 560,638 | ||||||||||||||||
Denise L. Jackson | 1/3/2019 | (8) | 1,379 | 168,693 | ||||||||||||||||
1/6/2020 | (9) | 3,701 | (10) | 452,743 | ||||||||||||||||
1/6/2020 | (11) | 4,401 | (12) | 538,374 | ||||||||||||||||
1/6/2020 | (7) | 2,480 | 303,378 | |||||||||||||||||
1/4/2021 | (14) | 2,579 | (15) | 315,489 | ||||||||||||||||
1/4/2021 | (16) | 4,141 | (17) | 506,569 | ||||||||||||||||
1/4/2021 | (7) | 4,642 | 567,856 | |||||||||||||||||
8/15/2021 | (20) | 22,750 | (21) | 2,783,008 |
2022 Proxy Statement | 73 |
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 ($)(2) | Equity Plan Awards: Number of Unearned Shares, Other Rights That Have Not Vested (2) | Equity Plan Awards: Market or of Unearned Shares, Other Rights That Have Not Vested ($) (2) | |||||||||||||||||||||||||||
Susan R. Salka |
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| 1/4/2017(3) |
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| 20,701 (4) | 1,289,879 | |||||||||||||||
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| 1/4/2017(5) |
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| 4,496 (6) | 280,146 | |||||||||||||||
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| 12/19/2017(7) | 13,687 | 852,837 |
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| 1/5/2018(8) |
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| 20,174 (9) | 1,257,042 | |||||||||||||||
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| 1/5/2018(10) |
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| 4,482 (11) | 279,273 | |||||||||||||||
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| 12/17/2018(17) | 14,865 | 926,238 |
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| 1/3/2019(13) |
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| 13,400 (14) | 834,954 | |||||||||||||||
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| 1/3/2019(15) |
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|
| 5,189 (16) | 323,327 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 12/16/2019(17) | 20,755 | 1,293,244 |
|
|
|
|
|
| |||||||||||||||
Brian M. Scott |
|
|
|
|
|
|
|
|
|
|
|
| 1/4/2017(3) |
|
|
|
|
|
| 7,245 (4) | 451,436 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/4/2017(5) |
|
|
|
|
|
| 1,574 (6) | 98,076 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/4/2017(13) | 2,077 | 129,418 |
|
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/5/2018(8) |
|
|
|
|
|
| 8,006 (9) | 498,854 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/5/2018(10) |
|
|
|
|
|
| 1,779 (11) | 110,849 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/5/2018(17) | 4,766 | 296,969 |
|
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/3/2019(13) |
|
|
|
|
|
| 4,101 (14) | 255,533 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/3/2019(15) |
|
|
|
|
|
| 1,588 (16) | 98,948 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/3/2019(17) | 6,352 | 395,793 |
|
|
|
|
|
| |||||||||||||||
Ralph S. Henderson |
|
|
|
|
|
|
|
|
|
|
|
| 1/4/2017(3) |
|
|
|
|
|
| 7,245 (4) | 451,436 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/4/2017(5) |
|
|
|
|
|
| 1,574 (6) | 98,076 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/4/2017(13) | 2,077 | 129,418 |
|
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/5/2018(8) |
|
|
|
|
|
| 8,006 (9) | 498,854 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/5/2018(10) |
|
|
|
|
|
| 1,779 (11) | 110,849 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/5/2018(17) | 4,766 | 296,969 |
|
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/3/2019(13) |
|
|
|
|
|
| 4,101 (14) | 255,533 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/3/2019(15) |
|
|
|
|
|
| 1,588 (16) | 98,948 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/3/2019(17) | 6,352 | 395,793 |
|
|
|
|
|
| |||||||||||||||
Denise L. Jackson |
|
|
|
|
|
|
|
|
|
|
|
| 1/4/2017(3) |
|
|
|
|
|
| 4,242 (4) | 264,319 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/4/2017(5) |
|
|
|
|
|
| 922 (6) | 57,450 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/4/2017(13) | 1,216 | 75,769 |
|
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/5/2018(8) |
|
|
|
|
|
| 3,442 (9) | 214,471 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/5/2018(10) |
|
|
|
|
|
| 765 (11) | 47,667 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/5/2018(17) | 2,050 | 127,736 |
|
|
|
|
|
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/3/2019(13) |
|
|
|
|
|
| 2,619 (14) | 163,190 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/3/2019(15) |
|
|
|
|
|
| 1,014 (16) | 63,182 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| 1/3/2019(17) | 4,057 | 252,792 |
|
|
|
|
|
|
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, |
(3) | The adjusted EBITDA margin PRSUs underlying this award vested on January 3, 2022 and settled on February 17, 2022 after the Compensation Committee determined the Company’s 2021 adjusted EBITDA margin. |
(4) | Because the number of shares earned under this award was based on the Company’s 2021 adjusted EBITDA margin, we set forth the number of shares earned. Based on the Company’s 2021 adjusted EBITDA margin of 15.9%, 200% of the target amount for this award was earned. |
(5) | These PRSUs vested on January 4, |
The Compensation Committee performed the TSR Measurement for this award for the measurement period ended December 31, |
|
|
The RSUs underlying this award vest in three tranches on |
|
|
|
|
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 |
The adjusted EBITDA PRSUs underlying this award vest on January 6, 2023. The settlement date and the determination of the total amount of shares earned under this award will take place when the Compensation Committee determines the annual year-over-year adjusted EBITDA performance rate for 2022 and 2023, which we believe will occur in February 2023. | |
(10) | 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 the target performance goal, because our long-term adjusted EBITDA performance rate is currently commensurate with the target performance of these awards. |
(11) | The TSR PRSUs underlying this award vest on the date on which the Compensation Committee performs the TSR Measurement, which shall occur within 30 days after December 31, |
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. Salka, Mr. |
|
|
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. | ||||
|
|
|
The adjusted EBITDA PRSUs underlying this award vest on January 4, 2024. The settlement date and the determination of the total amount of shares earned under this award will take place when the Compensation Committee determines our annual year-over-year adjusted EBITDA performance rate for 2023 and 2024, which we believe will occur in February 2024. | ||||||||
| 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 the target performance goal, because our long-term adjusted EBITDA performance rate is currently commensurate with the target performance of these awards. | |||||||
(16) | The TSR PRSUs underlying this award vest on the date on which the Compensation Committee performs the TSR Measurement, which shall occur within 30 days after December 31, 2023. We describe the TSR Measurement in detail in the CD&A section above. | |||||||
(17) | 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. Salka, Mr. Hagan and Ms. Jackson for his or her equity incentive plan award granted on January 4, 2021 is 13,441, 3,528 and 2,366, respectively. For the target amount of TSR PRSUs to be earned, Relative TSR under the TSR Measurement would need to equal the 50th percentile. The range of TSR PRSUs that may be earned by the identified named executive officer under this award is zero up to an amount equal to the product of (i) the target amount for such executive, multiplied by (ii) 1.75. The threshold amount equals 25% of the target amount. If we were to have conducted the TSR Measurement on December 31, 2021, Relative TSR would have measured at the 70th percentile. Based on those results, TSR PRSUs equal to 175% of target would have been earned. | |||||||
(18) | Mr. Scott was not retirement eligible as of his date of his separation of service from the company; therefore, he forfeited all unvested equity awards. | |||||||
(19) | The RSUs underlying this award vest on the third anniversary of the grant date and the Grantee’s provision of three periods of credited service. | |||||||
(20) | 50% of the target TSR PRSUs underlying this award vest on the date on which the Compensation Committee performs the TSR Measurement for the first performance period, which shall occur within 30 days after August 15, 2022. The Compensation Committee will perform the TSR Measurement following the end of the two-year performance period for the remainder of this award, which shall occur within 30 days after August 15, 2023. We describe the TSR Measurement in detail in the CD&A section above. | |||||||
(21) | The ultimate number of TSR PRSUs that vest under this award depends on the results of the TSR Measurement for the first and second performance periods. The target amount for each of Mr. Hagan and Ms. Jackson for his or her equity incentive plan award granted on August 15, 2021 is 13,000. For the target amount of TSR PRSUs to be earned, Relative TSR under the TSR Measurement would need to equal the 50th percentile. The range of TSR PRSUs that may be earned by the identified named executive officer under this award is zero up to an amount equal to the product of (i) the target amount for such executive, multiplied by (ii) 1.75. The threshold amount equals 25% of the target amount. | |||||||
(22) | The RSUs underlying this award vest on the third anniversary of the grant date and are irrevocable by the Company in the event of the executive’s retirement. |
74 |
Executive Compensation
Option Exercises and Stock VestedOPTION 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 2019,2021, as of December 31, 2019.2021.
OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||
Option Awards | Stock Awards | |||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||||||||
Susan R. Salka |
| 193,949 |
|
| $8,571,772 |
|
| 74,587 |
|
| 4,226,424 |
| — | — | 53,591 | 4,745,679 | ||||||||
Jeffrey R. Knudson | — | — | — | — | ||||||||||||||||||||
Christopher S. Schwartz | — | — | 1,187 | 87,052 | ||||||||||||||||||||
Brian M. Scott |
| — |
|
| — |
|
| 59,148 |
|
| 3,304,694 |
| — | — | 19,465 | 1,384,118 | ||||||||
Ralph S. Henderson |
| — |
|
| — |
|
| 59,148 |
|
| 3,304,694 |
| ||||||||||||
Denise L. Jackson |
| — |
|
| — |
|
| 13,046 |
|
| 727,690 |
| ||||||||||||
Mark C. Hagan | — | — | 8,081 | 700,541 | ||||||||||||||||||||
Denise. L. Jackson | — | — | 9,152 | 648,946 |
(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. |
Nonqualified Deferred CompensationNONQUALIFIED 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.plan, with exception to Mr. Knudson, who was eligible to participate in 2021, and will be eligible to participate in 2022, because he did not exceed the compensation threshold in 2021 since he joined the Company in November. In 2019,2021, we matched 100% up to 50% of the first 6% and 100% of the next 4%10% of the executive’s eligible compensation for a maximum match of 7%10% of the executive’s cash compensation. The Deferred Compensation Plan credits deferrals (other than deferrals of RSUs or PRSUs) with earnings or losses based upon the executive’s selection of 12 publicly traded mutual funds, which may change from time to time. The current list of measurement funds, through September 30, 2019 were: Vanguard VIF Total Bond Marketwhich were available throughout all of 2021 are as follows: Hartford Small Cap Growth Y, Principal MidCap S&P 400 Index Fidelity VIP Investment Grade Bond, PIMCO VIT Real Return Portfolio, MFS VIT Value, Dreyfus StockInst, Principal SmallCap S&P 600 Index American Funds IS Growth, JPMorgan IT Mid Cap Value, Janus Henderson VIT Enterprise, DFA VA U.S. Targeted Value, Vanguard VIF Small Company Growth, American Funds IS International and NVIT Government Money Market. Starting on October 1, 2019, the measurement funds are: BNY Mellon Bond Market Index, PGIM Total Return Bond Z, Invesco Diversified Dividend R5,Inst, Principal LargeCap Growth I R5, MassMutual Select Mid Cap Growth R5, MFS Mid Cap Value R4, MassMutual Select MidPrincipal Large Cap Growth R5,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 Z, 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. Effective December 8, 2021, the following funds were replaced: Invesco Diversified Dividend R5 was replaced with Large Cap Value Fund CL I2; MassMutual Mid Cap Growth Class R5 was replaced with Mid Cap Growth Fund Fee Class I1; and the Hartford Small Cap Growth Y and Principal International Equity Index.was replaced with Small Cap Growth II I2.
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 2019,2021, the Company set the rate of return at 3.1% per annum. In 2019, the Company changed the rate of return to 3.9%1.5% per annum.
Benefits under the Deferred Compensation Plan are payable in a lump sum or in annual installments for a period of up to ten years beginning sixseven months after the named executive officer’s separation from service. Executives may also select at the time of deferral to be paid upon separation from service, a change in control or a fixed distribution date, which must be at least 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 20192021 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 | 226,600 | 226,600 | 661,003 | — | 19,815,804 | (5) | |||||
Brian M. Scott | 128,640 | 79,560 | 360,113 | — | 2,586,330 | ||||||
Christopher S. Schwarz | 60,093 | 31,083 | 59,053 | — | 407,270 | ||||||
Jeffrey R. Knudson | — | — | — | — | — | ||||||
Mark C. Hagan | 577,125 | 89,625 | 252,699 | — | 2,278,822 | ||||||
Denise L. Jackson | 77,990 | 77,990 | 107,965 | — | 2,146,391 |
(1) | ||||||||
|
NONQUALIFIED DEFERRED COMPENSATION TABLE
Name | Executive Contribution in Last FY ($) (1) | Registrant Contributions in Last FY ($) (2) | Aggregate Earnings in Last FY ($) (3) | Aggregate Withdrawals or Distributions ($) | Aggregate Balance at FYE ($) (4) | |||||||||||||||
Susan R. Salka | 197,483 | 126,820 | 792,386 | — | 11,441,143 | (5) | ||||||||||||||
Brian M. Scott | 96,063 | 60,182 | 274,248 | — | 1,540,803 | |||||||||||||||
Ralph S. Henderson | 179,404 | 60,182 | 236,264 | — | 1,951,635 | |||||||||||||||
Denise L. Jackson | 62,581 | 43,807 | 344,449 | — | 1,865,590 |
The |
(2) | We include the matching contributions made by us set forth in this column in the |
(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 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. |
(5) | This amount includes |
Termination of Employment and Change in Control ArrangementsTERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
MS. SALKA’S EMPLOYMENT AGREEMENT
We are party to an employment agreement with Ms. Salka dated May 4, 2005, as amended February 6, 2008. The employment agreement provides 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, 20202022 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. As announced on March 10, 2022, Ms. Salka intends to retire by the end of the year ending December 31, 2022, but will stand for reelection to AMN’s Board and remain as Chief Executive Officer until a successor is hired.
The employment agreement provides that Ms. Salka will receive severance benefits under the following three circumstances:
1. | Death or |
recent fiscal years |
2. | Termination for Reason Other than for Cause or Resignation for Good |
3. | Change in |
agreement. | ||||
|
|
|
|
Additionally, under each of the above scenarios, Ms. Salka and her eligible dependents are entitled to continue to participate for two years in our medical, life, dental and disability insurance plans to the extent such plans permit continued participation (with Ms. Salka continuing to pay premiums in respect of such coverage that she was paying prior to termination).
Under some circumstances, amounts payable under Ms. Salka’s employment agreement are subject to a full“gross-up” payment to make her whole if she is deemed to have received “excess parachute payments” under Section 4999 of the Code. The
employment agreement has not been amended in recent years; however, in 2009, we committed to cease entering into employment agreements with taxgross-ups. Payment of all or a portion of the amounts set forth above may be delayed six months following her termination, if necessary to comply with the requirements of Section 409A of the Code. The employment agreement requires Ms. Salka to release any claims against us. The employment agreement also contains a confidentiality provision and a provision requiring Ms. Salka not to solicit our employees during its term and for a period of two years thereafter.
“Cause” is defined in the employment agreement as a termination of employment by us due to Ms. Salka’s (i) commission of an act of fraud or embezzlement against us or any of our subsidiaries or conviction in a court of law, or guilty plea or no contest plea, of any charge involving an act of fraud or embezzlement; (ii) conviction in a court of law, or guilty plea or no contest plea, to a felony charge; (iii) willful misconduct as our employee or as an employee for any of our subsidiaries that is reasonably likely to result in injury or financial loss to us or our subsidiaries; (iv) willful failure to render services to us or any of our subsidiaries in accordance with her employment duties, which amounts to a material neglect of duties to us and does not result from physical illness, injury or incapacity, and which failure is not cured promptly after adequate notice; or (v) material breach of certain covenants of the employment agreement, if not cured within 30 days after written notice. |
“Good Reason” is defined in the employment agreement as (i) a material breach by us of the employment agreement with the exception of certain provisions thereto not cured within 30 days after the Board’s receipt of written notice of suchnon-compliance; (ii) the assignment to Ms. Salka without her consent of duties materially and adversely inconsistent with her position, duties or responsibilities, or a change in her title or office, or |
76 |
Executive Compensation
any removal of her from any of such positions, titles or offices, or any failure to elect or reelect her as a member of the Board or any removal of her as such a member, subject to certain exceptions; or (iii) the relocation of our corporate headquarters |
“Change in control” is defined in the employment agreement as occurring upon: (1) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule13d-3 promulgated under the Exchange Act) of a majority of the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors; (2) our dissolution or liquidation; (3) the sale of all or substantially all of our business or assets; or (4) the consummation of a merger, consolidation or similar form of corporate transaction involving the Company that requires the approval of our shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), if immediately following such Business Combination: (x) a Person is or becomes the beneficial owner, directly or indirectly, of a majority of the combined voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation), or (y) our shareholders cease to beneficially own, directly or indirectly, in substantially the same proportion as they owned the then outstanding voting securities immediately prior to the Business Combination, a majority of the combined voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation). “Surviving Corporation” means the corporation resulting from a Business Combination, and “Parent Corporation” means the ultimate parent corporation that directly or indirectly has beneficial ownership of a majority of the combined voting power of the then outstanding voting securities of the Surviving Corporation entitled to vote generally in the election of directors. |
|
|
|
|
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS FOR CHIEF EXECUTIVE OFFICER
Under some circumstances, amounts payable under Ms. Salka’s employment agreement are subject to a full “gross-up” payment to make her whole if she is deemed to have received “excess parachute payments” under Section 4999 of the Code. The employment agreement has not been amended in recent years; however, in 2009, we committed to cease entering into employment agreements with tax gross-ups. Payment of all or a portion of the amounts set forth above may be delayed six months following her termination, if necessary to comply with the requirements of Section 409A of the Code. The employment agreement requires Ms. Salka to release any claims against us. The employment agreement also contains a confidentiality provision and a provision requiring Ms. Salka not to solicit our employees during its term and for a period of two years thereafter.
The following table sets forth illustrative examples of the payments and benefits Ms. Salka would have received if any of the circumstances described above occurred as of December 31, 2019.2021.
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) (1) | Value of Accelerated Awards ($) (2) | TOTAL ($) | Cash Severance ($) | Bonus ($) | Benefits ($)(1) | Value of Accelerated Equity Awards ($)(2) | Tax Gross-Up ($)(3) | Total ($) | |||||||||||||||||||||||
Termination of Employment by Us without Cause or by Ms. Salka for Good Reason Absent a Change in Control | 2,000,000 | 1,849,551 | 41,211 | — |
| 3,890,762 | ||||||||||||||||||||||||||||
Termination of Employment by Us without Cause or by | 2,060,000 | 3,219,018 | 70,935 | — | 5,349,953 | |||||||||||||||||||||||||||||
Ms. Salka for Good Reason Absent a Change in Control | ||||||||||||||||||||||||||||||||||
Death or Disability | 2,000,000 | 924,775 | 16,264 | — |
| 2,941,039 | 2,060,000 | 1,609,509 | 23,083 | — | 3,692,592 | |||||||||||||||||||||||
Termination of Employment by Us without Cause or by Ms. Salka for Good Reason with a Change in Control | 3,000,000 | 2,774,326 | 41,211 | 9,223,812 |
| 15,039,349 | ||||||||||||||||||||||||||||
Termination of Employment by Us without Cause or by | 3,090,000 | 4,828,527 | 70,935 | 24,101,090 | 8,918,467 | 41,009,019 | ||||||||||||||||||||||||||||
Ms. Salka for Good Reason with a Change in Control |
(1) | Under the terms of Ms. Salka’s employment agreement, she and her eligible dependents may continue to participate for two years in our medical, life, dental and disability insurance plans to the extent such plans permit continued participation (with Ms. Salka continuing to pay premiums in respect of such coverage that she was paying prior to termination). For purposes of this column, we assume that all plans would permit continued participation and that Ms. Salka (or her eligible dependents in the event of her death) would continue to participate. We value the benefit at our estimated cost of two years of her and her dependents’ continued participation in the applicable plans. |
(2) | We computed the value of accelerated equity awards using a share price of |
(3) | We calculated the tax gross-up amount based on a number of assumptions, and that amount includes the amount of the 20% excise tax plus the highest federal and Texas marginal income tax rates and Medicare tax of 1.45%. |
EXECUTIVE OFFICER SEVERANCE AGREEMENTS
As of December 31, 2019,2021, we were party to executive severance agreements with each of Ms. Jackson, Mr. HendersonHagan, and Mr. Scott,Knudson, 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,” or relocate his or her position to a locale beyond a50-mile radius of their current office location (inthe executive officer resigns for “good reason”(1) (in either case, an involuntary termination).
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 8,3 above), benefits include a cash payment equal to the applicable named executive officer’s then-current annual base salary, payment of a prorated portion of his or her Average Bonus and reimbursement for the COBRA health coverage for his or her health insurance for aone-year period (or until he or she becomes eligible for comparable coverage under another employer’s health plans, if earlier), less his or her share of premiums. If an involuntary termination occurs within one year of a change in control, the applicable named executive officer’s severance payment equals two times the sum of (A) his or her then-current annual base salary,
2022 Proxy Statement | 77 |
Executive Compensation
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(9)”reason” after a “change in control” and generally receive the same severance benefits described in the preceding paragraph.
paragraph(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. | |
(2) | 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 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. HendersonHagan, and Ms. Jackson would have received if any of the circumstances described above occurred as of December 31, 2019.2021. Mr. Scott is not reflected below since he separated from the Company in August 2021 and would not be entitled to any payments as of the measurement date. Due to the interim nature of Mr. Schwartz role, we were not party to an executive severance agreement with him; however, under the Company’s equity agreements, he would be entitled to his unvested equity awards if there was a change in control. The aggregate value of Mr. Schwartz unvested equity as of December 31, 2021 is $734,225.
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS OTHER EXECUTIVE OFFICERS
BRIAN M. SCOTT | ||||||||||||||||||||
Termination Reason | Cash Severance | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($) | TOTAL ($) | |||||||||||||||
Involuntary Absent a Change in Control |
| 505,000 |
|
| 415,884 |
|
| 10,864 |
|
| — |
|
| 931,748 |
| |||||
Involuntary Within One Year of a Change in Control |
| 1,010,000 |
|
| 831,769 |
|
| 10,864 |
|
| 3,029,014 |
|
| 4,881,646 |
| |||||
RALPH S. HENDERSON | ||||||||||||||||||||
Termination Reason | Cash Severance | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($) | TOTAL ($) | |||||||||||||||
Involuntary Absent a Change in Control |
| 505,000 |
|
| 370,434 |
|
| 11,890 |
|
| — |
|
| 887,324 |
| |||||
Involuntary Within One Year of a Change in Control |
| 1,010,000 |
|
| 740,869 |
|
| 11,890 |
|
| 3,029,014 |
|
| 4,791,772 |
| |||||
DENISE L. JACKSON | ||||||||||||||||||||
Termination Reason | Cash Severance | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($) | TOTAL ($) | |||||||||||||||
Involuntary Absent a Change in Control |
| 430,000 |
|
| 249,889 |
|
| 11,316 |
|
| — |
|
| 691,205 |
| |||||
Involuntary Within One Year of a Change in Control |
| 860,000 |
|
| 499,779 |
|
| 11,316 |
|
| 1,639,937 |
|
| 3,011,032 |
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JEFFREY R. KNUDSON | ||||||||||
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | Total ($) | |||||
Involuntary Absent a Change in Control | 300,000 | — | 26,074 | — | 326,074 | |||||
Involuntary Within One Year of a Change in Control | 600,000 | — | 26,074 | 3,579,620 | 4,205,694 | |||||
MARK C. HAGAN | ||||||||||
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | Total ($) | |||||
Involuntary Absent a Change in Control | 510,000 | 257,500 | 26,001 | — | 793,501 | |||||
Involuntary Within One Year of a Change in Control | 1,020,000 | 515,000 | 26,001 | 8,240,026 | 9,801,027 | |||||
DENISE L. JACKSON | ||||||||||
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | Total ($) | |||||
Involuntary Absent a Change in Control | 440,000 | 490,581 | 18,395 | — | 948,976 | |||||
Involuntary Within One Year of a Change in Control | 880,000 | 981,161 | 18,395 | 7,666,176 | 9,545,733 |
(1) | Pursuant to the terms of the equity award agreements with our named executive officers, upon a change in control of the Company, all |
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Executive Compensation
AMN HEALTHCARE SERVICES, INC.
2020 Proxy Statement
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At AMN,As required by Item 402(u) of Regulation S-K, we are committed to internal pay equity and equal pay based on role, qualifications, experience and merit, without regard to any legally-protected classifications. We design our compensation programs to be consistent and internally equitable to motivate employees to continue to perform in ways that enhance shareholder value. To this end, our Compensation Committee monitorsproviding the relationship between the pay of our executive officers and the pay of ournon-executive employees and takes into consideration the substantial amount of variable compensation that is tied to the Company’s performance. In 2019, 80% of our CEO’s compensation was at risk in the form of performance-based incentive cash and equity. For more details surrounding our executive compensation practices, please visit the subsection titled “Compensation Program Philosophy and Objectives” within the Compensation Discussion and Analysis above.
In August 2015, the SEC adopted rules implementing the “CEO pay ratio” disclosure requirements that were mandated by Congress pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The new rules require registrants to disclosefollowing information about the ratio of the median employee’s annual total compensation of our median employee to the CEO’s annual total compensation. Ourcompensation of our CEO for fiscal year 2021.
Pursuant to SEC rules, we are permitted to calculate our 2021 CEO pay ratio is calculatedusing the same median employee that we identified in accordance with the SEC’s final rules regarding the CEO pay ratio disclosure requirements promulgated pursuant2020 because we do not believe there have been any changes to Item 402(u) of RegulationS-K.
In 2017, we identified our employee population for the purposes of calculatingor employee compensation arrangements during 2021 that would have a significant impact on our CEO pay ratio as of October 27, 2017. On this date,disclosure. Accordingly, we had approximately 2,879 corporate employees. Duringhave elected to use the fourth quarter of 2017, we had an average of (1)9,234 nurses, allied and other clinical healthcare professionals, (2) 384 executive and clinical leadership interim staff, and (3) 349 medical coding professionals and case managers contracted to work for us. This does not include our locum tenens, all of whom are independent contractors and not our employees.same median employee.
To identifyWe calculated our median employee, we examined the 2017 total cash and equity compensation for all full-time, part-time, temporary and seasonal employees, excluding our CEO and including the healthcare professionals mentioned above, as ofOctober 27, 2017. Wages were annualized for full-time corporate employees that 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 the 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 ofabove. In 2021, the Executive Compensation Disclosure section above.
Pursuant to SEC rules,we substituted a different employee whose compensation was substantially similar to the median employee we identified in 2017 for the purposes of calculating our 2018 CEO pay ratio because our previously identified median employee was no longer employed by the Company at the end of 2018. When calculating our 2019 CEO pay ratio, we analyzed the 2019 compensation for the same individual identified in 2018 and determined that this employee’s 2019 compensation was not a reasonable reflection of the Company’s median employee because of the impact that this employee’s commission compensation had on his 2019 compensation. As a result, we substituted a different employee whose compensation was substantially similar to the median employee that we identified in 2017 as our median employee for purposes of calculating our ratio in 2019, as permitted by SEC guidance.
In 2019, theannual total compensation of our median employee was $55,343,$54,225, and our CEO’s annual total compensation was $5,714,525,$9,472,551, of which $3,993,751$8,115,694 was variable compensation based on the performance of the Company. The resulting ratio of the total annual compensation of our median employee compared to the total annual compensation of our CEO in 2019 is 103:2020 was 174:1.
The SEC rules do not allow for companies to annualize compensation paid to temporary employees. As mentioned above, our healthcare professionals, who comprised more than 80% of our workforce in 2021, 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 2021, the ratio of the total annual compensation of our median corporate employee compared to the total compensation of our CEO was 122:1.
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.
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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)PROPOSAL 3: ADOPTION OF THE AMN HEALTHCARE EMPLOYEE STOCK PURCHASE PLAN basis, the compensation of 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 2020 Annual Meeting of Shareholders.
As described in detail in the Compensation Discussion and Analysis section above, we design our executive compensation programs to, among other things, attract, motivate, and retain our named executive officers, who are critical to our success. Under these programs, we reward our named executive officers for the Company’s successful performance, the achievement of specific annual, long-term and strategic goals, and the realization of increased value for our shareholders. The executive compensation packages paid to our named executive officers are substantially tied to our key business objectives and total shareholder return, to align with the interests of our shareholders. The Board maintains oversight over our executive pay programs and adheres to the highest level of corporate governance with their design. To this end, they closely monitor evolving best practices, including the compensation programs and pay levels of executives at peer companies to ensure that our compensation programs do not fall outside of the normal range of relevant market practices.
We have two shareholder approved performance incentive plans; cash and equity. We use these performance incentive plans to motivate, retain and reward our executives. These performance incentive plans make up a majority of the pay we provide to our executives. As a result of thispay-for-performance focused structure, our named executive officers generally realized an amount above their target compensation from 2017 – 2019. During this three-year period, we delivered strong financial and
operational results and our Common Stock price appreciatedapproximately 62% on a cumulative basis during the three-year period ended December 31, 2019, compared to 28% and 53% during this same period for the Russell 2000 and S&P 500,1 respectively. We believe our performance pay structure appropriately incents executives without excessive risk. In 2019, the Company, as it has done for the past several years, utilized TSR PRSUs and adjusted EBITDA growth PRSUs as its performance incentive vehicles.
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 of the named executive officers, as disclosed in the Company’s proxy statement for the 2020 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, our Board and our Compensation Committee value the opinions of our shareholders and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs and policies.
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THE BOARD UNANIMOUSLY RECOMMENDS A VOTE | |
On March 1, 2022, the Board adopted, subject to stockholder approval, the AMN Healthcare Services, Inc. (“AMN”) Employee Stock Purchase Plan (the “ESPP”) for the purpose of providing a means through which to attract, motivate and retain personnel and to provide a means whereby our employees can acquire and maintain an equity interest in us, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. Stockholders are being asked to consider and approve the ESPP, which will reserve an aggregate amount of up to 1,000,000 shares of AMN common stock for issuance pursuant to grants made under the ESPP.
Description of the Material Features of the ESPP
The following is a summary of the material features of the ESPP. This summary is qualified in its entirety by reference to the complete text of the ESPP, which is contained in Exhibit B to this proxy statement.
Purpose of the ESPP
The purpose of the ESPP is to provide employees of AMN and its participating subsidiaries with the opportunity to purchase AMN common stock at a discount through accumulated payroll deductions during successive offering periods. We believe that the ESPP enhances such employees’ sense of participation in our performance, aligns their interests with those of our stockholders, and is a necessary and powerful incentive and retention tool that benefits our stockholders. Accordingly, the AMN Board believes that approval of the ESPP is in the best interests of AMN and the AMN Board recommends that stockholders vote for approval of the ESPP.
AMN operates in a highly competitive and challenging marketplace in which its success depends to a great extent on its ability to attract and retain high-caliber employees. If approved, the ESPP is expected to be a significant part of our overall equity compensation strategy, especially with respect to our non-executive employees. We believe that offering the ESPP is important to our ability to maintain competitiveness. By providing eligible employees with a convenient means of acquiring an equity interest in AMN through payroll deductions, we expect to enhance such employees’ sense of participation in the affairs of AMN and its participating subsidiaries and provide an incentive for continued employment.
The ESPP includes two components. One component is designed to allow our eligible employees to purchase common stock in a manner that is designed to qualify for favorable tax treatment under Section 423 of Code, or the 423 component. In addition, purchase rights may be granted under a second component that does not qualify for such favorable tax treatment, or the non-423 component.
Summary of the ESPP
This section summarizes certain principal features of the ESPP, which authorizes the grant of purchase rights to U.S. employees of AMN that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Code. The summary is qualified in its entirety by reference to the complete text of the ESPP.
Eligibility and Administration
The Board, or a duly authorized committee thereof, will administer and will have authority to interpret the terms of the ESPP and determine eligibility of participants. The administrator may designate certain of AMN’s subsidiaries as participating “designated companies” in the ESPP and may change these designations from time to time. Employees of AMN and its participating designated companies are eligible to participate in the ESPP if they meet the eligibility requirements under the ESPP established from time to time by the administrator. However, an employee may not be granted rights to purchase shares under the ESPP if such employee, immediately after the grant, would own (directly or through attribution) shares possessing 5% or more of the total combined voting power or value of all classes of common stock or other classes of shares.
Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions by the deadline established by the administrator prior to the first day of the applicable offering period. Non-employee directors and consultants are not eligible to
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Management Proposal
participate in the ESPP. Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period.
As of the date of this proxy statement, AMN had approximately 8,691 employees who would have been eligible to participate in the ESPP had the ESPP been in operation on such date and the subsidiaries for whom such employees work had been designated as participating designated companies under the ESPP.
Shares Available for Awards
A total of 1,000,000 shares of AMN common stock will be reserved for issuance pursuant to grants made under the ESPP. The number of shares subject to the ESPP may be adjusted for changes in our capitalization and certain corporate transactions, as described below under the heading “Changes in Capitalization and Effect of Certain Corporate Transactions.” We cannot precisely predict the AMN share usage under the ESPP as it will depend on a range of factors including the level of AMN employee participation, the contribution rates of participants, the trading price of AMN common stock and AMN future hiring activity. Any shares distributed pursuant to an award may consist, in whole or in part, of authorized and unissued common stock, treasury common stock or common stock purchased on the open market.
Participating in an Offering
● | Offering Periods and Purchase Periods. AMN common stock will be offered under the ESPP during offering periods. The length of the offering periods under the ESPP will be determined by the administrator and may be up to 27 months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The administrator may select one or more purchase dates for each offering period. Offering periods under the ESPP will commence when determined by the administrator. The administrator may, in its discretion, modify the terms of future offering periods. |
● | Enrollment and Contributions. The ESPP permits participants to purchase common stock through payroll deductions of up to a specified dollar amount or a specified percentage of their eligible compensation specified by the administrator. The administrator may establish a maximum number of shares that may be purchased by a participant during any offering period. In addition, no employee may purchase more than $25,000 worth of our Common Stock (determined based on the fair market value of the shares at the time such rights are granted) in each calendar year during which such rights are outstanding. |
● | Purchase Rights. On the first trading day of each offering period, each participant will automatically be granted a purchase right to purchase shares of AMN common stock. Unless an employee’s participation is discontinued, his or her purchase right will be exercised automatically on the purchase date at the applicable purchase price. |
● | Purchase Price. The purchase price of the shares, in the absence of a contrary designation by the administrator, will be 85% of the lower of the fair market value of AMN common stock on the first trading day of the offering period or on the Purchase Date. The fair market value per share of AMN common stock under the ESPP generally is the closing sales price of AMN common stock on the date for which fair market value is being determined, or if there is no closing sales price for a share of AMN common stock on the date in question, the closing sales price for a share of AMN common stock on the last preceding date for which such quotation exists. |
● | Withdrawal and Termination of Employment. Participants may voluntarily end their participation in the ESPP during an offering period prior to the end of the offering period and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation in the ESPP ends automatically upon a participant’s termination of employment. |
Changes in Capitalization and Effect of Certain Corporate Transactions
In the event of certain changes in our capitalization, the administrator will appropriately adjust (1) the number of shares reserved under the ESPP, (2) the number of shares and purchase price of all outstanding purchase rights and (3) the number of shares that are subject to purchase limits under ongoing offerings.
In addition, in the event of a corporate transaction, each outstanding purchase right shall be assumed or an equivalent purchase right shall be substituted by the successor corporation or a parent or subsidiary of the successor corporation. If the successor corporation refuses to assume or substitute outstanding purchase rights, any offering periods then in progress shall be shortened with a new purchase date prior to the proposed sale or merger. For purposes of the ESPP, a corporate transaction generally will be deemed to occur in the event of the consummation of: (i) a sale or other disposition of all or substantially all of our consolidated assets; (ii) a sale or other disposition of at least 50% of our outstanding securities; (iii) a merger, consolidation or similar transaction following which we are not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which we are the surviving corporation but the shares of our Common Stock outstanding immediately prior to such transaction are converted or exchanged into other property by virtue of such transaction.
2022 Proxy Statement | 81 |
Management Proposal
Foreign Participants
The administrator may provide special terms, establish supplements to, or amendments, restatements or alternative versions of the ESPP, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States.
Transferability
A participant may not transfer rights granted under the ESPP other than by will or the laws of descent and distribution, and such rights are generally exercisable only by the participant.
Plan Amendment and Termination
The administrator has the authority to amend or terminate the ESPP, provided that except in certain circumstances such amendment or termination may not materially impair any outstanding purchase rights without the holder’s consent. The stockholder approval of any amendment to the ESPP will be obtained as required by applicable law or listing requirements.
Material U.S. Federal Income Tax Consequences
The U.S. federal income tax consequences of the ESPP under current income tax law are summarized in the following discussion which deals with the general tax principles applicable to the ESPP and is intended for general information only. Other federal taxes and foreign, state and local income taxes are not discussed, and may vary depending on individual circumstances and from locality to locality.
The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the ESPP. This means that an eligible employee will not recognize taxable income on the date the employee is granted a purchase right under the ESPP. In addition, the employee will not recognize taxable income upon the purchase of shares. Upon such sale or disposition, the participant generally will be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the date of grant and more than one year from the date of purchase, or if the participant dies while holding the shares, the participant (or the participant’s estate) will recognize ordinary income measured as the lesser of (1) the excess of the fair market value of the shares at the time of such sale or disposition (or death) over the purchase price or (2) the excess of the fair market value of the shares at the time the purchase right was granted over the purchase price. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income, and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price. AMN will not be entitled to an income tax deduction with respect to the grant or exercise of a right to purchase our shares, or the sale of such shares by a participant, where such participant holds such shares for at least the holding periods described above.
If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price and AMN will be entitled to a tax deduction for compensation expense in the amount of ordinary income recognized by the employee. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them. If the shares are sold or otherwise disposed of before the expiration of the holding periods described above but are sold for a price that is less than the purchase price, the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the date of purchase over the purchase price (and AMN will be entitled to a corresponding deduction), but the participant generally will be able to report a capital loss equal to the difference between the sales price of the shares and the fair market value of the shares on the date of purchase.
THE DISCUSSION ABOVE IS INTENDED ONLY AS A SUMMARY AND DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT TO RECIPIENTS OF PURCHASE RIGHTS UNDER THE EMPLOYEE STOCK PURCHASE PLAN. AMONG OTHER ITEMS THIS DISCUSSION DOES NOT ADDRESS ARE TAX CONSEQUENCES UNDER THE LAWS OF ANY STATE, LOCALITY OR FOREIGN JURISDICTION, OR ANY TAX TREATIES OR CONVENTIONS BETWEEN THE UNITED STATES AND FOREIGN JURISDICTIONS. THIS DISCUSSION IS BASED UPON CURRENT LAW AND INTERPRETATIONAL AUTHORITIES WHICH ARE SUBJECT TO CHANGE AT ANY TIME.
82 |
Management Proposal
New Plan Benefits
Benefits under the ESPP will depend on the employees’ enrollment and contribution elections, and the fair market value of the shares at various future dates. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the ESPP.
The closing price of the Company’s common stock as of the record date on March 14, 2022 was $95.61.
Recommendation of the Board
THE BOARD RECOMMENDS THAT THE AMN STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMN HEALTHCARE EMPLOYEE STOCK PURCHASE PLAN.
2022 Proxy Statement | 83 |
PROPOSAL 4: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM
The Audit Committee appointed KPMG LLP (“KPMG”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The Board proposes and recommends that the shareholders ratify this appointment.
SELECTION AND ENGAGEMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG served as our principal independent registered public accounting firm for 2021. We expect representatives from KPMG to be present at the Annual Meeting. They will be given the opportunity to make a statement if they so desire and are expected to be available to respond to any appropriate questions.
AUDIT FEES, AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEES
The following sets forth the fees paid or accrued for audit services and the fees paid for audit-related, tax and all other services rendered by KPMG for each of the last two years:
2021 ($) | 2020 ($) | |||
Audit Fees(1) | 2,000,000 | 2,313,125 | ||
Audit-Related Fees(2) | 10,960 | 34,268 | ||
Tax Fees(3) | 248,750 | 395,810 | ||
All Other Fees | - | - |
(1) | Audit fees in 2021 consist of fees for professional services rendered in connection with the (i) annual audits of our consolidated financial statements, and the effectiveness of internal control over financial reporting and (ii) reviews of the interim consolidated financial statements included in quarterly reports. |
(2) | Audit-related fees in 2021 consist principally of fees not reported under the “Audit Fees” heading, including fees in respect of accounting consultations and the licensing of KPMG’s accounting online research tool. |
(3) | Tax fees in 2021 consist of professional services rendered primarily relating to consultations in connection with research and development credits, an audit of the Company by the California State Franchise Tax Board and state sales and use tax compliance as well as other tax-related consulting services. |
Pursuant to the 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 2020 and 2021, the Audit Committee approved all fees billed by KPMG prior to the engagement.
THE BOARD RECOMMENDS A VOTE “
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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 control and the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.
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Audit Committee Matters
KPMG LLP (“KPMG”) is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting. The Audit Committee’s responsibility is to monitor, evaluate and oversee these processes. The Audit Committee members are not employees of the Company and are not professional accountants or auditors. The Audit Committee’s primary purpose is to assist the Board to fulfill its oversight responsibilities by reviewing the financial information provided to shareholders and others, the systems of internal controls that management has established to preserve the Company’s assets, and the audit process.process, including the review of critical audit matters with the Company’s independent registered accounting firm, and technology-related risks, including cybersecurity risks. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures or to determine that the Company’s financial statements are complete and accurate and in accordance with accounting principles generally accepted in the United States of America. The Audit Committee has reviewed and discussed the audited financial statements with management. In giving the Audit Committee’s recommendation to the Board, it has relied on management’s representations that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of the independent registered public accounting firm, KPMG, included in its report on the Company’s consolidated financial statements.
The Audit Committee is responsible for the appointment, subject to shareholder ratification, of the Company’s independent registered public accounting firm. The members of the Audit Committee are independent as defined by Section 303A of the NYSE Listed Company Manual.
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 ofnon-audit services to the Company is compatible with KPMG’s independence. KPMG advised the Audit Committee that KPMG was and continues to be independent accountants with respect to the Company.
The Audit Committee discussed with KPMG the overall scope and plans for its audits. The Audit Committee has met with KPMG, with and without management present, to discuss the results of its audits, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.
Based upon the Audit Committee’s discussions with management and KPMG, the Audit Committee’s review of the representations of management and the report of KPMG to the Audit Committee, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 20192021. filed with the SEC.
Audit Committee Members |
Mark G. Foletta Financial Expert Teri G. Fontenot Financial Expert Daphne E. Jones Financially Literate Jorge A. Caballero Financial Expert |
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2022 Proxy Statement |
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PROPOSAL 3Shareholder Proposal
RATIFICATION OF THE SELECTION OF OUR
INDEPENDENT PUBLIC ACCOUNTING FIRM
The Audit Committee appointed KPMG LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2019. The Board proposes and recommends that the shareholders ratify this appointment.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG served as our principal independent registered public accounting firm for 2019. 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. The following sets forth the fees paid or accrued for audit services and the fees paid for audit-related, tax and all other services rendered by KPMG for each of the last two years:
Audit Fees
KPMG billed $2,307,320 and $2,204,925 for audit fees in 2019 and 2018, respectively. Audit fees consist of fees for professional services rendered in connection with the (i) annual audits of our consolidated financial statements, and the effectiveness of internal control over financial reporting and (ii) reviews of the interim consolidated financial statements included in quarterly reports.
Audit-Related Fees
KPMG billed $45,474 and $48,968 for audit-related services in 2019 and 2018, respectively. Audit-related fees consist principally of fees not reported under the “Audit Fees” heading, including fees in respect of accounting consultations.
Tax Fees
KPMG billed (1) $373,730 in 2019 for professional services rendered primarily relating to consultations in connection with an audit of the Company by the California State Franchise Tax Board, research and development credits and state sales and use tax compliance, and (2) $412,974 in 2018 for professional services rendered primarily relating to consultations in connection with an audit of the Company by the Internal Revenue Service and tax consultations related to research and development credits.
All Other Fees
We did not incur any other fees billed by KPMG in 2019 or 2018.
Pursuant to the Audit Committee Charter, it is the policy of the Audit Committee to review in advance, and grant any appropriatepre-approvals of all auditing services to be provided by the independent registered public accounting firm and allnon-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 2017 and 2018, the Audit Committee approved all fees billed by KPMG prior to the engagement.
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REDUCE THE THRESHOLD NECESSARY TO CALL A SPECIAL MEETING OF SHAREHOLDERS
After careful consideration, the Board recommends that shareholders voteFOR the amendment to the Company’s Bylaws to enable shareholders who continuously own at least 15% of the Company’s outstanding common stock for at least one year to call special meetings.
The Company is asking shareholders to approve an amendment (the “Special Meeting Bylaws Amendment”) to the Company’s Bylaws to permit shareholders of record who continuously for at least one year own, in the aggregate, at least 15% of the Company’s outstanding common stock to call a special meeting of shareholders. The Special Meeting Bylaws Amendment would (i) lower the ownership threshold to permit shareholders who own at least 15% of our outstanding common stock to call a special meeting of shareholders, and (ii) add a requirement that eligible shareholders continuously own their common stock for one year in order to satisfy the 15% threshold.
The Board believes that special meetings of shareholders should be extraordinary events that are held only when strategic concerns or other similar considerations require that the matters to be addressed not be delayed until the next annual meeting. Moreover, because special meetings are expensive and time-consuming for the Company and potentially disruptive to its normal business operations, the Board believes that a small percentage of shareholders should not be entitled to utilize the right to call a special meeting for their own interests, which may not be shared by the majority of the Company’s shareholders. The Board will continue to have the ability to call special meetings of the shareholders in other instances when they determine it is appropriate.
In light of these considerations and based on the fact that approximately 83% and 76% of all of the S&P and Russell 3000 companies, respectively, that offer a special meeting right to shareholders have a threshold that is equal to or greater than 15%, the Board believes that establishing an ownership threshold of at least 15% for shareholders to call a special meeting reflects best practices and achieves a reasonable balance between enhancing shareholder rights and adequately protecting the long-term interests of the Company and its shareholders. The Board believes that an ownership threshold of at least 15% is appropriate based on the Company’s current size and shareholder composition, as it would provide the Company’s shareholders with a meaningful right to request a special meeting, while mitigating the risk that corporate resources are wasted to serve the narrow self-interests of a few minority shareholders. The Board also believes that adding a one year holding requirement for eligible shareholders to satisfy the 15% special meeting threshold ensures that shareholders seeking to call a special meeting are doing so with the long-term interests of the Company and its shareholders in mind.
The Board has determined that the Special Meeting Bylaws Amendment is advisable and in the best interests of the Company and its shareholders and has directed that it be submitted to the Company’s shareholders for approval. The text of the Special Meeting Bylaws Amendment proposed by this Proposal is attached to this proxy statement as Annex A. If this Proposal 4 is approved by a majority of the shares entitled to vote and present or represented by proxy at the Annual Meeting and Proposal 5 is not, the Special Meeting Bylaws Amendment would become immediately effective. If, however, Proposals 4 and 5 are both approved by a majority of the shares entitled to vote and present or represented by proxy at the Annual Meeting, the Board intends to solicit feedback from our shareholders and then act in manner that it deems to be in the best interests of the Company and its shareholders to reasonably implement each proposal.
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PROPOSAL 5: |
SHAREHOLDER PROPOSAL
The Company has been advised that Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who has indicated he is a beneficial owner of at least $2,000 in market value of AMN’s Common Stock, intends to submit the following proposal at the Annual Meeting.Meeting
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AMN is not responsible for the accuracy or content of this shareholder proposal, which is presented as received from the proponent in accordance with SEC rules. |
“Proposal 5 – Make— Special Shareholder Right to Call Special Meeting More AccessibleImprovement
ShareownersShareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareownershareholder meeting. Shareholders shall not be disqualified from formal participation in calling for a special shareholder meeting (orbased solely on their length of stock ownership.
It is important to adopt this proposal because all AMN shares not held for one continuous year are now 100% disqualified from formally participating in the lowest percentage under state law). The Boardcall for a special shareholder meeting. Under this ill-conceived AMN rule management discriminates against shareholders who bought AMN stock during the past 12 months.
Under the current rule potential shareholders with new ideas for management are thus discouraged from buying our stock because they will not be full-fledged shareholders until a year later.
It currently takes 15% of Directors would continue to have its existing powershares that are owned for more than one continuous year to call a special shareholder meeting.
Adoption The owners of this proposal topic15% of shares held for more than a continuous year could include a provisiondetermine that the current 20%they own 30% of our stock when length of stock ownership threshold would still apply if a single shareholder callingis factored out. Thus for a special meeting owned 10% or more of AMN Healthcare stock.
A 10% stock ownership threshold is also important because the current 20% stock ownership threshold for shareholders to call a special meetingpractical purposes we may be unreachable due to time constraints and the detailed technical requirements that can trip up half of shareholders who wantleft with a special shareholder meeting. Thus the 20%30% stock ownership threshold to call a special meeting can be a 40% stock ownership threshold to call a special meeting for practical purposes after our company attorneys do the screening out process.shareholder meeting.
This shareholder proposal topic within the 10% stock ownership thresholdformat that did not discriminate against shares owned for less than a year, won our 44%-support support at our 2018 annual meeting. The 2018 proposal did notThis 44% support likely represented more than 51% support from the shares that have access to independent proxy voting advice.
Special meetings allow shareholders to vote on important matters, such as electing new directors with special expertise or independence that may be lacking in our current or future directors as was the following provision thatcase with the 3 new Exxon directors supported by the Engine No. 1 hedge fund at the 2021 Exxon annual meeting.
A reasonable shareholder right to call for a special shareholder meeting can make shareholder engagement meaningful. If management is insincere in this proposal: Adoption of this proposal topic could includeits shareholder engagement, a provision that the current 20% stock ownership threshold would still apply if a single shareholder callingright for shareholders to call for a special meeting owned 10% orcan make management think twice about insincerity.
Our bylaws give no assurance that any sort of engagement with shareholders will continue. A more reasonable shareholder right to call for a special shareholder meeting will help ensure that management engages with shareholders in good faith because shareholders will have a viable Plan B as an alternative.
Please vote yes:
Special Shareholder Meeting Improvement — Proposal 5
THE BOARD’S STATEMENT IN OPPOSITION TO PROPOSAL 5 | |
The Company provides shareholders of AMN Healthcare stock.
Makingrecord holding 15% of our common stock for at least one year with the right to call a special meeting, more accessible toproviding shareholders with meaningful rights while protecting the interests of all our shareholders. We believe this is showing increased support. For instance this proposal topic won 51% support at O’Reilly Automotive, Inc. (ORLY) in 2019.aligned with best practices and strikes an appropriate balance.
Please vote to improve shareholder engagement:
Make Shareholder Right to Call Special Meeting More Accessible – Proposal 5”
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The Board has carefully considered the proponent’s proposal to reduce the threshold to call a special meeting from the Company’s current 20% threshold to 10% (or the lowest percentage under state law or 20%, if a single shareholder requesting a special meeting holds 10%of shareholders holding 15% or more Company shares). of the Company’s outstanding common stock for at least one year, to a threshold of 10% with no required holding period. The Board does not find itthis proposal to be in the best interestsinterest of our shareholders forshareholders.
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Shareholder Proposal
In 2020, the following reasons: (1) it applies different thresholds for different shareholders (i.e., those holding more than 10% and those holding less than 10%) creating an implied class system of shareholders, (2) it is confusing and creates uncertainty regarding the threshold necessary given the referenceproponent submitted a similar proposal to state law; (3) it would allow a small minority of shareholdershis current proposal to create a financial and administrative burden on all of our shareholders and the Company, and (4) we are committed to corporate governance and, in addition todecrease the special meeting right, provide a number of other ways for shareholders, includingthreshold from the proponent,Company’s then existing 20% threshold to express their views on the Company and its Board.
10%. In addition and in an effort to continually consider shareholder perspectives and implement corporate governance best practices, wethe Company engaged with the proponent of this Proposal and proposed terms that we believeit believed, and still believes, constitute best practices eliminates confusion associated with this Proposal’s multiple circumstantial thresholds, and promotespromote the long termlong-term interest of our shareholders. After coming to what wethe Company believed to be an agreement with the proponent, our Board acted in good faith to amend the Company’s bylaws as agreed and in full expectation that this Proposal would be withdrawn. However, after filing the Form on8-K disclosing the amendment, the proponent elected not to withdraw as we believe we had agreed.
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We also note thatIn response, the Company put forth its own proposal to reduce the threshold to call a similar proposal submitted by this same proponent to decrease the special meeting threshold to 10% was voted down only two years ago. At15% and to include a requirement that time, we engagedeligible shareholders continuously own their common stock for one year in order to satisfy the threshold. The Company’s proposal passed with our shareholders to discuss85.7% shareholder support and the Company’s current threshold of 20%. Our shareholders did not express concern regarding the 20% threshold requirement, especially in light of the Company’s strong corporate governance record and consistent engagement and transparency withCompany amended its shareholders.bylaws accordingly.
For these reasons and the other additional reasons set forth below, yourthe Board unanimously recommends that you vote AGAINST this proposal 5.
Reducing the threshold from 20% to 10% (or another unspecified “lowest percentage under state law”) applies different thresholds for different shareholders resulting in classification of shareholders, is confusing and creates uncertainty, and would allow a small minority (i.e., 10%) to create a financial and administrative burden on all of our shareholders and the Company, even with thecarve-out for a single large shareholder. Proposal 5
While the Board supports giving shareholders a meaningful ability to call special meetings, the Board believes that this proposal does not appropriately balance the interests of all shareholders.
The lower 10% (or another “lowest percentage under state law”) threshold requested by this proposal wouldcould increase the risk that a small minority of shareholders with special interests could trigger the heavy expenses and the distraction from the business to convene a special meeting on matters that are not widely viewed as important or could efficiently be addressed at the next annual meeting. The Board believes that an ownership threshold of at least 15% is appropriate based on the Company’s current size and shareholder proposal attemptscomposition, as it provides the Company’s shareholders with a meaningful right to remedy this by providing that if a shareholder with 10% or more of Company shares requestsrequest a special meeting, thenwhile mitigating the risk that a 20% threshold would apply. However, this is inadequate and does not, for example, protect against the 9.9% shareholder who would only need to solicit the votes of additional 0.1%small minority of shareholders could create a financial and administrative burden on all our shareholders and the Company.
In addition, maintaining a one year holding period for eligible shareholders to
satisfy the ownership threshold ensures that shareholders seeking to call a special meeting whileare doing so with the long-term interests of the Company and its shareholders in mind.
Special meetings require substantial resources, and the elimination of a 10.1%holding requirement as requested by the proposal could increase the potential for misuse of the special meeting right by special-interest shareholder would need to solicit votegroups with no long-term vested interest in the Company. Given the size of an additional 9.9%. We also believe that this proposal is confusingthe Company and provides different thresholds for differentour large number of shareholders, which we do not believe to be a standard governance practice.
Our Board believes that the current 20% threshold is equal or better than most of our peers. Of all the S&P 500 and Russell 3000 companies that offer a special meeting is a significant undertaking that requires substantial management and expense resources. The Board and management would be required to divert time and focus from their responsibility of managing the Company on behalf of all shareholders to prepare for, and conduct, the meeting, consequently distracting from their primary focus of operating our business and maximizing long-term shareholder value. Accordingly, special meetings should be extraordinary events that occur only when there are urgent and important strategic matters or concerns.
The Company’s bylaws provide shareholders of record holding 15% or more of the Company’s outstanding common stock for at least one year with the right to call special meetings, thus allowing for shareholders to call a special meeting when extraordinary matters arise, without enabling a small minority of shareholders that may not have held a financial stake in the Company for a meaningful period to call disruptive, time-consuming, and expensive meetings.
We believe that the Company’s overall corporate governance reflects best practices and provides shareholders with meaningful rights approximately 75%to communicate their views and 73%, respectively have a threshold that is equalensure Board and management accountability and responsiveness to or greater than ours and approximately 83% and 76% have a threshold that is equal to or greater than 15%.shareholders.
Given the Company’s demonstrated commitment to effective corporate governance, there are a number of other ways for shareholders to express their views in addition to a special meeting right. Therefore, the changes requested by this Proposal are unnecessary.
The Board believes that the Company’s commitment to ongoing and consistent dialogue with shareholders, combined with the following corporate governance practices, sufficiently serve to protect shareholders. This includes allowing multiple paths for shareholders to express their views to the Board, all without the added risks and expenses associated with a 10% (or lower) special meeting threshold:
● | “Proxy access” right to nominate directors |
● | Annual director elections |
● | Action by written consent |
● | No supermajority voting requirement |
● | No poison pill |
“Proxy access” right to nominate directors
Annual director elections
Action by written consent
No supermajority voting requirement
No poison pill
No classified common stock
For all the above reasons, the proponent’s proposed 10% or unspecified lower threshold for shareholders to convene a special meeting, even with the applicationIn light of the 20% threshold for a singleBoard’s belief that the Company’s existing shareholder holding 10% or moremeeting right is aligned with best practices and strikes the appropriate balance between providing shareholders with meaningful rights while adequately protecting the long-term interests of the Company shares,and all its shareholders, and the Board’s demonstrated commitment to strong corporate governance and responsiveness to shareholders, the Board believes the adoption of this shareholder proposal is unnecessary and not in shareholders’ best interest.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
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2022 Proxy Statement |
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Table of ContentsSECURITY OWNERSHIP AND OTHER MATTERS
Security Ownership of Certain Beneficial Owners and ManagementOther Matters
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of February 24, 2020 (the “Record Date”)22, 2022 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 22, 2022, 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 22, 2022 in both the numerator and the denominator.
Name | Number of Shares of Common Stock Beneficially Owned(1) | Percent of Class | |||
BlackRock, Inc.(2) | 7,331,318 | 15.70 | % | ||
The Vanguard Group(3) | 5,602,447 | 12.00 | % | ||
R. Jeffrey Harris(4) | 85,949 | * | |||
Susan R. Salka(5) | 26,916 | * | |||
Martha H. Marsh(6) | 52,890 | * | |||
Douglas D. Wheat(7) | 39,703 | * | |||
Mark G. Foletta(8) | 39,012 | * | |||
Brian M. Scott(9) | 35,351 | * | |||
Christopher S. Schwartz(10) | 33,754 | * | |||
Denise L. Jackson(11) | 18,267 | * | |||
Mark C. Hagan(11) | 14,745 | * | |||
Daphne E. Jones(12) | 9,480 | * | |||
Teri G. Fontenot(13) | 6,321 | * | |||
Sylvia Trent-Adams(14) | 3,336 | * | |||
Jorge A. Caballero(15) | 437 | * | |||
Jeffrey R. Knudson(16) | 0 | * | |||
All current directors, director nominees and executive officers as a group | 368,861 | * |
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(2) | Of the 7,331,318 shares of Common Stock BlackRock, Inc. beneficially owns, it has sole voting power over 7,239,003 shares of Common Stock, shared voting power over 0 shares, and sole dispositive power over 7,331,318 shares. BlackRock, Inc.’s address is 55 East 52nd Street, New York, NY 10055. Ownership amount and other information contained in this table and accompanying footnote for BlackRock, Inc., including voting power and dispositive power information, are based solely on information contained in the Schedule 13G filed by BlackRock, Inc. with the SEC on January 28,2022. |
(3) | Of the 5,602,447 shares of Common Stock The Vanguard Group (“Vanguard”) beneficially owns, it has sole voting power over 0 shares, shared voting power over 90,430 shares, sole dispositive power over 5,470,742 shares and shared dispositive power over 90,430 shares. Vanguard’s address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Ownership amount and other information contained in this table and accompanying footnote for Vanguard, including voting power and dispositive power information, are based solely on information contained in the Schedule 13G/A (Amendment No. 7) filed by Vanguard with the SEC on February 9, 2022. |
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Security Ownership and Other Matters
(4) | Includes (A) 49,072 shares of Common Stock owned directly by Mr. Harris and (B) 36,877 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following |
(5) | Includes |
(6) | Includes (A) 21,901 shares of Common Stock owned directly by Ms. Marsh and (B) 30,989 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following |
Includes (A) 2,826 shares of Common Stock owned directly by |
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Includes (A) 12,276 shares of Common Stock owned directly by Mr. Foletta and (B) 26,736 shares of Common Stock deemed to be beneficially owned | |
(9) | All shares of Common Stock reflected in this row are owned directly by Mr. Scott and reflect the number of shares he owned as of August 9, 2021, his last day of employment with the Company. |
(10) | All shares of Common Stock reflected in this row are owned directly by Mr. Schwartz, who served as our Interim Principal Financial Officer from August 10, 2021 through November 5, 2021. |
(11) | All shares of Common Stock reflected in this row are owned directly by the named executive officer. |
(12) | Includes (A) 7,341 shares of Common Stock owned directly by Ms. Jones and (B) 2,139 shares of Common Stock deemed to be beneficially owned by reason of the |
Includes (A) 2,826 shares of Common Stock owned directly by Ms. Fontenot and (B) 3,495 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 22, 2022, which 3,495 shares consist of (i) 1,356 shares of Common Stock underlying vested RSUs for which receipt has been deferred until her separation from service and (ii) 2,139 shares of Common Stock underlying RSUs that will vest within 60 days from February 22, 2022 on April 21, 2022. | |
(14) | Includes 3,336 shares of Common Stock deemed to be beneficially owned by Ms. Trent-Adams by reason of the right to acquire such shares within 60 days following February 22, 2022, which 3,336 shares consist of (i) 1,197 shares of Common stock underlying vested RSUs for which receipt has been deferred until her separation of service and (ii) 2,139 shares of Common Stock underlying RSUs that will vest within 60 days from February 22, 2022 on April 21, 2022. |
(15) | Includes 437 shares of Common Stock underlying RSUs that were granted to |
(16) | Mr. Knudson joined the Company on November 2, 2022, so his equity awards have not vested as of |
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SECTION 16(A) REPORTING COMPLIANCE
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Section 16(a) Beneficial Ownership 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. 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 2019.
2021.
Shareholder Proposals for the 2021 Annual Meeting of ShareholdersSHAREHOLDER PROPOSALS FOR THE 2023 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 20212022 Annual Meeting of Shareholders without including such proposal in our proxy statement must deliver written notice to our Secretary not before December 23, 2020January 6, 2023 and not later than January 22, 2021.February 5, 2023. We must receive shareholder proposals intended to be included in the 20212023 proxy statement no later than November 11, 2020.24, 2022.
2022 Proxy Statement | 89 |
Security Ownership and Other Matters
The shareholder proposals must comply with the requirements of Rule14a-8 promulgated by the SEC under the Exchange Act.
If a shareholder proposal is not properly submitted for inclusion in the 20212023 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 20212023 proxy statement about the nature of the matter and how management intends to vote on such matter.
ANNUAL REPORT
Shareholders will receive with this proxy statement a copy of our Annual Report including the financial statements set forth in our annual report onForm 10-K, as filed with the SEC for the fiscal year ended December 31, 20192021 and certain exhibits thereto.
Shareholders may request additional copies by sending a written request to AMN Healthcare Services, Inc., 12400 High Bluff Drive,8840 Cypress Waters Blvd., Suite 100, San Diego, California 92130,300, Dallas, Texas 75019, Attn: Denise L. Jackson, Chief Legal Officer and Corporate Secretary.
DELIVERY OF PROXY STATEMENT, ANNUAL REPORT OR NOTICE OF INTERNET AVAILABILITY
Delivery of Proxy Statement, Annual Report or Notice of Internet Availability
We may satisfy SEC rules regarding delivery of our proxy materials, including our proxy statement, or delivery of the Notice of Internet Availability of Proxy Materials (the “Notice”) by delivering a single copy of these documents to an address shared by two or more shareholders. This process is known as “householding.” To the extent we have done so, we have delivered only one set of proxy materials or one Notice, as applicable, to shareholders who share an address with another shareholder, unless contrary instructions were received prior to the mailing date.
We undertake to deliver promptly upon written or oral request a separate copy of our proxy statement, our annual report and/or our Notice, as requested, to a shareholder at a shared address to which a single copy of these documents was delivered. To make such a request, please contact our Secretary at the
address set forth in the section immediately above entitled “Annual Report” or by calling our offices at866-871-8519. If your Common Stock is held by a brokerage firm or bank and you prefer to receive separate copies of our proxy statement, our annual report, or the Notice, either now or in the future, please contact your brokerage or bank. If your brokerage or bank is unable or unwilling to assist you, please contact us as indicated above.
Shareholders sharing an address who are receiving multiple copies of proxy materials and who want to receive a single copy of our annual reports, proxy statements and/or our Notices may do so by contacting our Secretary at the address set forth in the section immediately above entitled “Annual Report” or by calling our offices at866-871-8519.
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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.
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GENERAL INFORMATIONGeneral Information
When and where is the Annual Meeting?
WHEN AND WHERE IS THE ANNUAL MEETING?
Our 20202022 Annual Meeting will be held virtually on Friday, May 6, 2022, at our offices located at 8840 Cypress Waters Boulevard, Suite 300, Dallas, Texas 75019 on Wednesday, April 22, 2020,
at 8:10:30 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 doesWHAT IS “NOTICE AND ACCESS” AND WHY DOES AMN use it?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 11, 2020,24, 2022, 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 11, 2020.24, 2022. 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 stewardship 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 amWHY AM I receiving these proxy materials?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 atwww.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.
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What is included in the proxy materials?
Our proxy materials include:
Our Notice of Annual Meeting of Shareholders,
This proxy statement, and
Our 2019 Annual Report including the financial statements set forth in our annual report onForm 10-K.
● | Our Notice of Annual Meeting of Shareholders, |
● | This proxy statement, and |
● | Our 2021 Annual Report including the financial statements set forth in our annual report on Form 10-K. |
If you receive a paper copy of these materials by mail, the proxy materials will also include a proxy card.
Who pays the cost of soliciting proxies for the Annual Meeting?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 $9,000$9,500 for these services, plus reasonableout-of-pocket expenses.
2022 Proxy Statement | 91 |
General Information
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 24, 2020,March 14, 2022, 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 46,854,44445,970,550 shares. Each shareholder is entitled to one vote for each share of Common Stock he or she held as of the Record Date. Shares cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy.
What matters will be addressed at the Annual Meeting?WHAT MATTERS WILL BE ADDRESSED AT THE ANNUAL MEETING?
At the Annual Meeting, shareholders will be asked:
● | To elect the nine directors nominated by the Board and named in this proxy statement, |
● | To approve, by non-binding advisory vote, the compensation of our named executive officers, |
● | To approve the AMN Healthcare Employee Stock Purchase Plan, |
● | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, 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. |
To elect the eight directors nominated by the Board and named in this proxy statement,
To approve, bynon-bindingWHAT IS THE VOTE REQUIRED FOR EACH PROPOSAL AND WHAT ARE MY CHOICES? advisory vote, the compensation of our named executive officers,
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020,
To approve the proposal to reduce the threshold necessary to call a special shareholders meeting from 20% to 15%, subject to a one year holding requirement, 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.
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Voting Allowed | ||||||||
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What is the vote required for each proposal and what are my choices?
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Proposal | Majority of the votes cast | No | ||
Proposal | Majority of the shares entitled to vote and present or represented by proxy | No | ||
Proposal | Majority of the shares entitled to vote and present or represented by proxy |
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Proposal | Majority of the shares entitled to vote and present or represented by proxy |
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Proposal | Majority of the shares entitled to vote and present or represented by proxy | 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.
An incumbent director who is not elected because he or she does not receive a majority of the votes cast will continue to serve as a holdover director but will tender his or her resignation to the Board. Within 90 days after the date of the certification of the election results, the Governance and Compliance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken, and the Board will act on the Governance and Compliance Committee’s recommendation and publicly disclose its decision and rationale.
With respect to Proposals 2, 3, 4 and 5 (or on any other matter to be voted on at the Annual Meeting), you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposals 2, 3, 4 or 5, the ABSTAIN vote will have the same effect as an AGAINST vote.
How does the Board recommend thatHOW DOES THE BOARD RECOMMEND THAT I vote?VOTE?
The Board recommends that you vote:
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● | FOR: the approval, |
● | FOR: the approval of the AMN Healthcare Employee Stock Purchase Plan, |
92 |
General Information
● | FOR:the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, |
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AGAINST: the shareholder proposal |
HOW DO I VOTE MY SHARES?
ONLINE | CALL |
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How do I vote my shares?
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the proxy materials. The proxy card must be received prior to the Annual Meeting. |
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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.
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 “streetname.“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 ifWHAT WILL HAPPEN IF I do not vote my shares?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 hasdiscretionhas discretion to vote. Under the rules of the NYSE, your broker or nominee does not have discretion to vote your shares onnon-routine matters such as Proposals 1, 2, 43 and 5. We believe that Proposal 34 — 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.
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What is the effect of a brokernon-vote?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 brokernon-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Brokernon-votes will be counted for purposes of calculating whether a quorum is present at the
Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to certain proposals. Accordingly, a brokernon-vote will not impact our ability to obtain a quorum nor will it impact any vote that requires a majority of the votes cast (Proposal(Proposals 1) or any proposal that requires the majority of the shares entitled to vote and present or represented by proxy (Proposals 2, 3, 4 and 5).
2022 Proxy Statement | 93 |
General Information
MayMAY I revoke my proxy or change my vote?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.
HOW DO I ATTEND THE VIRTUAL ANNUAL MEETING?
How can I findTo protect the resultshealth and safety of our shareholders and employees, our Annual Meeting will be held virtually on Friday, May, 6, 2022, at 10:30 a.m. Central Time. Shareholders may sign-in to the virtual Annual Meeting starting at 10:15 a.m. (Central Time) by going to www.virtualshareholdermeeting.com/AMN2022. We hope to return to an in-person annual shareholder meeting format in the future when we believe the risk to the health and safety of our shareholders, employees, and other participants are mitigated. 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?Meeting will start promptly at 10:30 a.m. (Central Time). A copy of the list of registered shareholders entitled to vote at the meeting will also be available for examination during the virtual Annual Meeting.
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 May 6, 2022 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.
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 Form8-K that we will file with the SEC within four business days after the Annual Meeting.
If the official results are not available at that time, we will provide preliminary voting results in the Form8-K and will providedisclose the final results in an amendment to the Form8-K as soon as they become available.
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EXHIBITExhibit A TO PROXY STATEMENT
Information Required to Have a Nominee of a Shareholder Considered by the Corporate Governance and Compliance Committee for Election at the 2021 Annual Meeting of ShareholdersProxy Statement
To have a nominee considered by the Corporate Governance and Compliance Committee for election at theNON-GAAP RECONCILIATION FOR CONSOLIDATED ADJUSTED EBITDA FOR PURPOSES OF 2021 Annual Meeting of Shareholders, a shareholder must submit the recommendation with the information set forth below in writing to our Secretary at our corporate headquarters no later than January 22, 2021 and no sooner than December 23, 2020.
The name and address of the candidate; and
A brief biographical description of the candidate, including the candidate’s occupation for at least the last five years, and a statement of the qualifications of the candidate taking into account the qualifications requirements set forth in our Governance Guidelines as well as:
BONUS ACHIEVEMENT
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| Year Ended | |||
Net income |
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327,388 | ||||||||
| 116,533 | |||||||
Income before income taxes | 443,921 | |||||||
Interest expense, net, and other | 34,077 | |||||||
Income from operations |
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We may require any shareholder nominee to furnish such other information as we may reasonably require to determine the eligibility of the shareholder nominee to serve as one of our directors.
477,998 | ||||||
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Depreciation (included in cost of revenue) | 2,545 | |||||
Share-based compensation | 25,217 | |||||
Acquisition, integration, and other costs | 28,514 | |||||
Adjusted EBITDA | 635,426 | |||||
(in thousands) | December 31, 2021 ($) | |||||
Revenue |
Nurse and allied solutions | 2,990,103 | |||||||
Physician and leadership solutions | 594,243 | |||||||
Technology and workforce solutions | 399,889 | |||||||
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Segment operating income(1) | ||||||||
Nurse and allied solutions | 461,311 | |||||||
Physician and leadership solutions | 81,439 | |||||||
Technology and workforce solutions | 187,578 | |||||||
730,328 | ||||||||
Unallocated corporate overhead(2) | 94,902 | |||||||
Adjusted EBITDA(3) | 635,426 | |||||||
Adjusted EBITDA | 635,426 | |||||||
Adjustments(4) | 24,420 | |||||||
Pre-bonus AEBITDA(5) | 659,846 |
Non-GAAP Reconciliation for Consolidated Adjusted EBITDA for Purposes of 2019 Bonus Achievement
Year Ended December 31, | ||||
(in thousands) | 2019 | |||
Revenue | ||||
Nurse and allied solutions | $ | 1,419,965 |
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Locum tenens solutions |
| 324,653 |
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Other workforce solutions |
| 477,489 |
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$ | 2,222,107 |
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Segment operating income(1) | ||||
Nurse and allied solutions | $ | 199,806 |
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Locum tenens solutions |
| 25,108 |
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Other workforce solutions |
| 110,225 |
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| 335,139 |
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Unallocated corporate overhead(2) |
| 57,740 |
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AEBITDA(3) | $ | 277,399 |
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Depreciation and amortization |
| 58,520 |
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Share-based compensation |
| 16,241 |
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Acquisition and integration costs |
| 25,723 |
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Interest expense, net, and other |
| 28,427 |
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Income from operations before income tax |
| 148,488 |
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Income tax expense |
| 34,500 |
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Net income | $ | 113,988 |
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Year Ended December 31, | ||||
(in thousands) | 2019 | |||
AEBITDA | $ | 277,399 |
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Adjustments(4) |
| 168 |
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Pre Bonus AEBITDA(5) | $ | 277,567 |
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(1) | Segment operating income represents net income plus interest expense (net of interest income) and other, income tax expense, depreciation and amortization, depreciation (included in cost of revenue), unallocated corporate overhead, acquisition, integration, and |
(2) | Please note that the amount set forth in this line item excludes the amounts set forth in the line item below entitled “acquisition, integration, and |
(3) |
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Exhibit A to Proxy Statement
(4) | This amount represents the net adjustments to |
(5) | Pre-bonus AEBITDA represents the adjustments made to |
96 |
Exhibit B Employee Stock Purchase Plan
ADOPTED BY THE BOARD OF DIRECTORS:
MARCH 1, 2022
1. | GENERAL; PURPOSE. |
(a) | The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Company, by means of the Plan, seeks to retain the services of Eligible Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations. |
(b) | The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes grants of Purchase Rights under the Non-423 Component that do not meet the requirements of an Employee Stock Purchase Plan. Except as otherwise provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component. In addition, the Company may make separate Offerings which vary in terms (provided that such terms are not inconsistent with the provisions of the Plan or the requirements of an Employee Stock Purchase Plan to the extent the Offering is made under the 423 Component), and the Company will designate which Designated Company is participating in each separate Offering. |
2. | DEFINITIONS. |
As used in the Plan, the following definitions will apply to the capitalized terms indicated below:
(a) | “423 Component” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees. |
(b) | “Affiliate” means any entity, other than a Related Corporation, whether now or subsequently established, which is at the time of determination, a “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition. |
(c) | “Applicable Law” means shall mean the Code and any applicable securities, federal, state, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of the New York Stock Exchange, NASDAQ Stock Market or the Financial Industry Regulatory Authority). |
(d) | “Board” means the Board of Directors of the Company. |
(e) | “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment. |
2022 Proxy Statement | 97 |
Exhibit B Employee Stock Purchase Plan
(f) | “Code” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. | ||
(g) | “Committee” means a committee of one or more members of the Board to whom authority has been delegated by the Board in accordance with Section 3(c). | ||
(h) | “Common Stock” means the common stock, $0.01 par value, of the Company. | ||
(i) | “Company” means AMN | ||
(j) | “Compensation” means, unless otherwise determined by the Board, an Eligible Employee’s base pay, prior to salary reduction (such as pursuant to Sections 125, 132(f) or 401(k) of the Code), not including bonus, payments for overtime, shift premium, incentive compensation, incentive payments, commissions and other compensation received from the Company or its Affiliate and excluding relocation, expense reimbursements, tuition or other reimbursements and income realized as a result of participation in any plan of the Company or its Affiliate. | ||
(k) | “Contributions” means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions and, with respect to the 423 Component, to the extent permitted by Section 423. | ||
(l) | “Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: | ||
(i) | a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its subsidiaries; | |
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(ii) | a sale or other disposition of more than 50% of the outstanding securities of the Company; | |
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(iii) | a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or | |||||||
(iv) | a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. | |||||||
(m) | “Designated 423 Company” means any Related Corporation selected by the Board as participating in the 423 Component. |
(n) | “Designated Company” means any Designated Non-423 Corporation or Designated 423 Company, provided, however, that at any given time, a Related Corporation participating in the 423 Component shall not be a Related Corporation participating in the Non-423 Component. |
(o) | “Designated Non-423 Company” means any Related Corporation or Affiliate selected by the Board as participating in the Non-423 Component. |
(p) | “Director” means a member of the Board. |
(q) | “Eligible Employee” means an Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan. |
(r) | “Employee” means any person, including an Officer or Director, who is “employed” for purposes of Section 423(b)(4) of the Code by the Company or a Related Corporation or solely with respect to the Non-423 Component, an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan. |
(s) | “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code. |
(t) | “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder. |
(u) | “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows: |
(i) | If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in such source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists. | |
(ii) | In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance with Applicable Laws and regulations and, to the extent applicable as determined in the sole discretion of the Board, in a manner that complies with Sections 409A of the Code. | |
(v) | “Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or regulatory body, |
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Table of ContentsANNEX A TO PROXY STATEMENT
Exhibit B Employee Stock Purchase Plan
or quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court or other tribunal, and for the avoidance of doubt, any tax authority) or other body exercising similar powers or authority; or (d) self-regulatory organization (including the New York Stock Exchange, the NASDAQ Stock Market and the Financial Industry Regulatory Authority). | |
(w) | “Non-423 Component” means the part of the Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees. |
(x) | “Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering Document” approved by the Board for that Offering. |
(y) | “Offering Date” means a date selected by the Board for an Offering to commence. |
(z) | “Officer” means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the Exchange Act. |
(aa) | “Participant” means an Eligible Employee who holds an outstanding Purchase Right. | |
(bb) | “Plan” means this AMN Healthcare Services, Inc. Employee Stock Purchase Plan, as amended from time to time, including both the 423 Component and the Non-423 Component. | |
(cc) | “Purchase Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering. | |
(dd) | “Purchase Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods. | |
(ee) | “Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the Plan. | |
(ff) | “Related Corporation” means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. | |
(gg) | “Securities Act” means the U.S. Securities Act of 1933, as amended. | |
(hh) | “Tax-Related Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items arising out of or in relation to a Participant’s participation in the Plan, including, but not limited to, the exercise of a Purchase Right and the receipt of shares of Common Stock or the sale or other disposition of shares of Common Stock acquired under the Plan. | |
(ii) | “Trading Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed is open for trading. | |
3. | ADMINISTRATION. |
(a) | The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 3(c). |
(b) | The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan: |
(i) | To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical). | |
(ii) | To designate from time to time (A) which Related Corporations of the Company will be eligible to participate in the Plan as Designated 423 Companies, (B) which Related Corporations or Affiliates will be eligible to participate in the Plan as Designated Non-423 Companies, (C) which Affiliates or Related Corporations may be excluded from participation in the Plan, and (D) which Designated Companies will participate in each separate Offering (to the extent that the Company makes separate Offerings). | |
(iii) | To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective. | |
(iv) | To settle all controversies regarding the Plan and Purchase Rights granted under the Plan. | |
(v) | To suspend or terminate the Plan at any time as provided in Section 13(b). | |
(vi) | To amend the Plan at any time as provided in Section 13. | |
(vii) | Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan with respect to the 423 Component. | |
(viii) | To adopt such rules, procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside the United States. Without limiting the generality of, and consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans |
2022 Proxy Statement | 99 |
Exhibit B Employee Stock Purchase Plan
regarding, without limitation, eligibility to participate in the Plan, the definition of eligible “earnings,” handling and making of Contributions, establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements, and which, if applicable to a Designated Non-423 Company, do not have to comply with the requirements of Section 423 of the Code. | ||
(c) | The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan and any applicable Offering Document to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. Further, to the extent not prohibited by Applicable Law, the Board or Committee may, from time to time, delegate some or all of its authority under the Plan to one or more officers of the Company or other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan. |
(d) | All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. |
4. | SHARES OF COMMON STOCK SUBJECT TO THE PLAN. |
(a) | Subject to the provisions of Section 12(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed 1,000,000 shares of Common Stock. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 4(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. |
(b) | If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. |
(c) | The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market. |
5. | GRANT OF PURCHASE RIGHTS; OFFERING. |
The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate, and with respect to the Company’s Bylaws to Effectuate Proposal 4
Below is reflection423 Component, will comply with the requirement of Section 423(b)(5) of the changes to Section 2.3 (Special Meetings)Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Company’s Bylaws thatPlan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering will be adopted if Proposal 4 of this Proxy Statement is approved by a majorityeffective, which period will not exceed 27 months beginning with the Offering Date, and the substance of the shares entitledprovisions contained in Sections 5 through 98, inclusive.
6. | ELIGIBILITY. |
(a) | Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 3(b), to Employees of a Related Corporation or an Affiliate. Except as required by Applicable Law, an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company, the Related Corporation or the Affiliate, as the case may be, for such continuous period preceding such Offering Date as the Board may (unless prohibited by Applicable Law) require, but in no event will the required period of continuous employment be equal to or greater than two years. In addition, the Board may provide that no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee’s customary employment with the Company, the Related Corporation or the Affiliate is more than 20 hours per week and more than five months per calendar year or such other criteria as the Board may determine consistent with Section 423 of the Code with respect to the 423 Component. The Board may also exclude from participation in the Plan or any Offering Employees who are “highly compensated employees” (within the meaning of Section 423(b)(4)(D) of the Code) of the Company or a Related Corporation or a subset of such highly compensated employees, in accordance with Section 423 of the Code. |
(b) | No Employee will be eligible for the grant of any Purchase Rights under the 423 Component if, immediately after any such Purchase Rights are granted, such Employee owns stock possessing five percent or more of the total combined voting power |
100 |
Exhibit B Employee Stock Purchase Plan
or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 6(b), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee. | |
(c) | As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights under the 423 Component only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which, when aggregated, exceeds $25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time. |
(d) | Officers of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may also exclude from participation in the Plan or any Offering Employees who are “highly compensated employees” (within the meaning of Section 423(b)(4)(D) of the Code) of the Company or a Related Corporation or a subset of such highly compensated employees, in accordance with Section 423 of the Code. |
(e) | Notwithstanding anything in this Section 6 to the contrary, in the case of an Offering under the Non-423 Component, an Eligible Employee (or group of Eligible Employees) may be excluded from participation in the Plan or an Offering if the Board has determined, in its sole discretion, that participation of such Eligible Employee(s) is not advisable or practical for any reason. |
7. | PURCHASE RIGHTS; PURCHASE PRICE. |
(a) | On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the Board during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering. |
(b) | The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised and shares of Common Stock will be purchased in accordance with such Offering. |
(c) | In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock (rounded down to the nearest whole share) available will be made in as nearly a uniform manner as will be practicable and equitable. |
(d) | The purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be specified by the Board prior to commencement of an Offering and will not be less than the lesser of: |
(i) | an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the Offering Date; or | |
(ii) | an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date. | |
8. | PARTICIPATION; WITHDRAWAL; TERMINATION. |
(a) | An Eligible Employee may elect to participate in an Offering and authorize payroll deductions as the means of making Contributions by completing and delivering to the Company or a Company Designee, within the time specified in the Offering, an enrollment form provided by the Company or Company Designee. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board or the maximum percentage of the Participant’s Compensation specified by the Board. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where Applicable Law requires that Contributions be deposited with a third party. If permitted in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering Date (or, in the case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. If required under Applicable Law or if specifically provided in the Offering and to the extent permitted by Section 423 of the Code with respect to the 423 Component, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through payment by cash, check or wire transfer prior to a Purchase Date. |
(b) | During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company or a Company Designee a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute as soon as practicable to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering shall thereupon terminate. A Participant’s withdrawal from that Offering will |
2022 Proxy Statement | 101 |
Exhibit B Employee Stock Purchase Plan
have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings. | |
(c) | Unless otherwise required by Applicable Law, Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period required by Applicable Law) or (ii) is otherwise no longer eligible to participate. The Company will distribute as soon as practicable to such individual all of his or her accumulated but unused Contributions. |
(d) | Unless otherwise determined by the Board, a Participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in service) by or between the Company and a Designated Company or between Designated Companies will not be treated as having terminated employment for purposes of participating in the Plan or an Offering; however, if a Participant transfers from an Offering under the 423 Component to an Offering under the Non-423 Component, the exercise of the Participant’s Purchase Right will be qualified under the 423 Component only to the extent such exercise complies with Section 423 of the Code. If a Participant transfers from an Offering under the Non-423 Component to an Offering under the 423 Component, the exercise of the Purchase Right will remain non-qualified under the Non-423 Component. The Board may establish different and additional rules governing transfers between separate Offerings within the 423 Component and between Offerings under the 423 Component and Offerings under the Non-423 Component. |
(e) | During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in Section 11. |
(f) | Unless otherwise specified in the Offering or as required by Applicable Law, the Company will have no obligation to pay interest on Contributions. |
9. | EXERCISE OF PURCHASE RIGHTS. |
(a) | On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. Fractional shares may be issued unless specifically disallowed in the Offering. |
(b) | Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such Participant after the final Purchase Date of such Offering without interest (unless otherwise required by Applicable Law). |
(c) | No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and, subject to Section 423 of the Code with respect to the 423 Component, the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest (unless the payment of interest is otherwise required by Applicable Law). |
10. | COVENANTS OF THE COMPANY. |
The Company will seek to vote and presentobtain from each U.S. federal or represented by proxy atstate, foreign or other regulatory commission, agency or other Governmental Body having jurisdiction over the Annual Meeting.
2.3 Special Meetings.
(a)General. Unless otherwise prescribed by applicable law, special meetings of StockholdersPlan such authority as may be called at any time by only (i) the Board, (ii) the Chairman or the Presiding Director (if one has been designated) or (iii) the holders of record whofor at least one year continuously“own” (as defined in Section 2.12(f)) in the aggregate not less thanfifteentwenty percent (1520%) (the “Requisite Percentage”) of the outstandingrequired to grant Purchase Rights and issue and sell shares of Common Stock prior tothereunder unless the date such request is delivered to the Secretary (the “Request Date”) (such request by Stockholders herein referred to as a “Stockholder Requested Special Meeting”), for any purpose or purposes prescribed in the notice of the meeting and shall be held at such place (if any), on such date and at such time as the Board may fix. In lieu of holding a special meeting of Stockholders at a designated place, the Board may,Company determines, in its sole discretion, determine that doing so is not practical or would cause the Company to incur costs that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any special meetingliability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of Stockholders may be held solely by means of remote communication. Business transacted at any special meeting of Stockholders shall be limited to the purpose stated in the notice.
such Purchase Rights.
102 |
Exhibit B Employee Stock Purchase Plan
11. | DESIGNATION OF BENEFICIARY. |
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(b) | If | |
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| ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS. |
(a) | In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the maximum number of securities subject to |
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(b) | In the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the |
13. | AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN. |
(a) | The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 12(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by Applicable Law. |
(b) | The Board may suspend or |
(c) | Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to |
2022 Proxy Statement | 103 |
Exhibit B Employee Stock Purchase Plan
14. | TAX QUALIFICATION; TAX WITHHOLDING. |
(a) | Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants. |
(b) | Each Participant will make arrangements, satisfactory to the Company and any applicable Related Corporation, to enable the Company or the Related Corporation to fulfill any withholding obligation for Tax-Related Items. Without limitation to the foregoing, in the Company’s sole discretion and subject to Applicable Law, such withholding obligation may be satisfied in whole or in part by (i) withholding from the Participant’s salary or any other cash payment due to the Participant from the Company or a Related Corporation; (ii) withholding from the proceeds of the sale of shares of Common Stock acquired under the Plan, either through a voluntary sale or a mandatory sale arranged by the Company; or (iii) any other method deemed acceptable by the Board. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied. |
(c) | The 423 Component is exempt from the application of Section 409A of the Code, and any ambiguities herein shall be interpreted to so be exempt from Section 409A of the Code. The Non-423 Component is intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that an option granted under the Plan may be subject to Section 409A of the Code or that any provision in the Plan would cause an option under the Plan to be subject to Section 409A, the Committee may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other action the Committee determines is necessary or appropriate, in each case, without the participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with Section 409A of the Code, but only to the extent any such amendments or action by the Committee would not violate Section 409A of the Code. Notwithstanding the foregoing, the Company shall have no liability to a participant or any other party if the option under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto. |
15. | EFFECTIVE DATE OF PLAN. |
The Plan will become effective on the date of the annual meeting of stockholders of the Company held in 2022, provided that this Plan is approved by the Company’s stockholders at such meeting. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 13(a) above, materially amended) by the Board.
16. | MISCELLANEOUS PROVISIONS. |
(a) | Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company. |
(b) | A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent). |
(c) | The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at will nature of a Participant’s employment or amend a Participant’s employment contract, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation or an Affiliate, or on the part of the Company, a Related Corporation or an Affiliate to continue the employment of a Participant. |
(d) | The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflicts of laws rules. |
(e) | If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted. |
(f) | If any provision of the Plan does not comply with Applicable Law, such provision shall be construed in such a manner as to comply with Applicable Law. |
104 | ||||
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AMN HEALTHCARE SERVICES, INC.
8840 CYPRESS WATERS BOULEVARD, SUITE 300
DALLAS, TX 75019
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. ET on May 5, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/AMN2022
You may attend the meeting vis 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. ET on May 5, 2022. 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:
D74666-P71744 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
AMN HEALTHCARE SERVICES, INC.
The Board of Directors recommends you vote FOR the | |||||||||||
1. | Election of Directors | ||||||||||
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Nominees: | For | Against | Abstain | ||||||||
1a. | Jorge A. Caballero | o | o | o | |||||||
1b. | Mark G. Foletta | ||||||||||
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1c. | Teri G. Fontenot | ||||||||||
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1d. | R. Jeffrey Harris | ||||||||||
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1e. | |||||||||||
Daphne E. Jones | o |
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1f. | Martha H. Marsh | ||||||||||
1g. | Susan R. Salka | ||||||||||
1h. | Sylvia Trent-Adams | o | o | o | |||||||
1i. | 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 of the Company’s named executive officers. | o | o | o | |||||||
3. | To approve the AMN Healthcare Employee Stock Purchase Plan. | o | o | o | |||||||
4. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. | o | o | o | |||||||
The Board of Directors recommends you vote AGAINST the following proposal: | For | Against | Abstain | ||||||||
5. | A shareholder proposal entitled: “Special Shareholder Meeting Improvement”. | o | o | o | |||||||
NOTE: Such other business as may properly come before the meeting or any adjournment 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 AnnualReport/10-K are available at www.proxyvote.com.
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E92737-P33303
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D74667-P71744
AMN HEALTHCARE SERVICES, INC.
Annual Meeting of Shareholders
May 6, 2022 at 10:30 AM CDT
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”), that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held virtually (www.virtualshareholdermeeting.com/AMN2022) at 10:30 AM Central Time on May 6, 2022 or at any adjournment or postponement thereof, with all the powers which the undersigned would possess if personally present.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
Continued and to be signed on reverse side