TABLE OF CONTENTSTable of Contents

RECOMMENDATIONS

A LETTER FROM OUR INDEPENDENT BOARD CHAIRMAN AND OUR CEO			1
		Page
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	4
PROXY STATEMENT SUMMARY	5
	1
CORPORATE GOVERNANCE	11
PROPOSAL 1: ELECTION OF OUR DIRECTORS			6
Proposal 1: Election of Our Directors	11
CORPORATE GOVERNANCE			18
AMN Healthcare Board of Directors	11
OverviewEvaluation of Board Composition & Director Nomination Process	12
Recent Board Refreshment	13
Board Tenure Policy	14
Shareholder Recommendations and Nominations	14
Board and Committee Self-Evaluation Process	15
Director Independence	15
Our Corporate Governance Program			18	25
Our Annual Shareholder Outreach SummaryCorporate Governance Program Overview			19	25
Our Human Capital Management StrategyShareholder Corporate Governance Outreach			20	26
Our Shareholder Areas of Interest	27
Enterprise Risk Oversight	27
Corporate Social Responsibility Program			21	30
Our Board’s Role in Risk Oversight			23
Director Independence			26
Board Leadership Structure			27
Policies and Procedures Governing Conflicts of Interest and Related Party Transactions			28	33
Our Board’s Aggregate Tenure PolicyBoard and Committee Structure			29	34
Board Leadership Structure	34
Committees of The Board	35
Meetings and Annual Meeting Attendance by Board Members			29	39
Committees of the BoardExecutive Sessions			29	39
Executive Sessions ofNon-Management DirectorsDirector Compensation and Ownership Guidelines			32	40
Communications with the Board of Directors			32
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES			33
Director Cash Compensation			33	40
Director Equity Compensation			33	40
Director Compensation Table			34	41
Director Equity Ownership Requirement	41
	34
EXECUTIVE COMPENSATION	42
COMPENSATION COMMITTEE REPORT			35
Proposal 2: Advisory Vote on Executive Compensation	42
COMPENSATION DISCUSSION AND ANALYSIS			36
Compensation Committee Report on Executive Compensation	43
Introduction2020 Pay and Performance			36	43
Executive SummaryApproval of Performance Goals for 2021	44

Notice of Annual Meeting of Shareholders

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 the Annual Meeting. The purpose of the meeting is to:

(1)	elect eight directors nominated by our Board of Directors to hold office until our next annual meeting or until their successors are duly elected and qualified,

VOTING MATTERS

		RECOMMENDATION	PAGE
1.	To elect eight directors to the Board of Directors		11
2.	To approve, by non-binding advisory vote, the compensation of our named executive officers		42
3.	To consider the frequency of the advisory vote on the compensation of our named executive officers		78
4.	To ratify the appointment of KPMG LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2021		79
5.	To consider a shareholder proposal if properly presented at the 2021 Annual Meeting		81

We will also take action upon any other business as may properly come before the 2021 Annual Meeting and any adjournments or postponements of that meeting.

HOW TO VOTE YOUR SHARES

(3)	ratify
ONLINE	CALL	MAIL	DURING THE MEETING
Please follow the appointment of KPMG LLP asinternet voting instructions sent to you and visit www.proxyvote.com, any time up until 11:59 p.m. (Eastern Time) on April 20, 2021.	Please follow the telephone voting instructions sent to you and call 1 (800) 690-6903, any time up until 11:59 p.m. (Eastern Time) on April 20, 2021.	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 2021 Annual Meeting to be counted.	You can also cast your vote at our independent registered public accounting firmVirtual 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 the fiscal year ending December 31, 2020, some reason you are unable to attend.

The Board of Directors has fixed 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 the Annual Meeting and at any adjournment or postponement thereof. Representation of at least a majority of the voting power represented by all outstanding shares is required to constitute a quorum at the Annual Meeting. Accordingly, it is important that your shares be represented at the Annual Meeting.

We will be using the Securities and Exchange Commission’s Notice and Access model (“Notice and Access”), which allows us to make proxy materials available electronically, as the primary means of furnishing proxy materials. We believe Notice and Access provides shareholders with a convenient method to access our proxy materials and vote. It also allows us to conserve natural resources 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, 2020,10, 2021, 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 20192020 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 20192020 Annual Report.

March 11, 2020

MARCH 10, 2021

By Order of the Board of Directors,

DeniseDENISE L. JacksonJACKSON

Chief Legal Officer and Corporate SecretaryCHIEF LEGAL OFFICER AND CORPORATE SECRETARY

4

YOUR VOTE IS IMPORTANT

WE URGE YOU TO VOTE BY TELEPHONE OR INTERNET, IF AVAILABLE TO YOU, OR IF YOU RECEIVE THESE PROXY MATERIALS BY MAIL, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY. 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.

Table of Contents

Proxy Statement Summary

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 Performance10, 2021.

PROPOSAL 1

ELECTION OF OUR DIRECTORS   (1) OUR BOARD RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL. More information on adjusted EBITDA, which refers to our adjusted earnings before interest, taxes, depreciation and amortization, and a reconciliation of our 2019 net income to adjusted EBITDA can be found atExhibit B to this proxy statement (pagepage B-1)11. Our Total Return(²) vs. Russell 2000 and S&P 500   (2) The total returns reflected are as of December 31, 2019 and calculated by combining share price appreciation and dividends paid to show the total return to shareholders expressed as an annual percentage. Sources include: S&P Dow Jones Indices and FactSet. AMN HEALTHCARE SERVICES, INC.   2020 Proxy Statement   1             PROXY STATEMENT  SUMMARY                Director Nominees OUR DIRECTOR NOMINEES   This year’s slate of director nominees to the Board of Directors (the “Board”) of AMN Healthcare Services, Inc. (the “Company” or “AMN”) includes a new director, Ms. Teri G. Fontenot,addition, Rear Admiral Sylvia Trent-Adams, PhD, RN, FAAN, who was appointed to the Board in September 2019.on October 1, 2020. The addition of Ms. Fontenot,Sylvia Trent-Adams, who is a former chief financial officerdistinguished leader in the U.S. Public Health Service Commissioned Corps and served as Deputy Surgeon General and Acting Surgeon General of three health systems and CEO of Women’s Hospital in Baton Rouge, Louisiana,the United States, supports our ongoing Board refreshment strategystrategy. Her experience and further strengthensinsight will be invaluable to our long-term client and diversifies the aggregate skills, experiencesclinician engagement and characteristics of our Board.retention strategies. Please find a list of all director nominees below. Additional information for each nominee can be found under “Election of Our Directors (Item(Proposal 1)” beginning on page 6.11.   Name    Age      Director Since        Professional Background      Board Committees   Mark G. Foletta      59        2012        Executive Vice President and Chief Financial Officer, Tocagen Inc.        Audit (Chair)   Teri G. Fontenot      66        2019        Former CEO of Women’s Hospital        Audit   R. Jeffrey Harris      65        2005      Former Of Counsel at Apogent Technologies, Inc.            Corporate Governance & Compliance (Chair); Executive             Michael M.E. Johns, M.D.      78        2008      Professor in the School of Medicine, Emory University            Compensation; Corporate Governance & Compliance             Daphne E. Jones      61        2018        Former Senior Vice President – Digital/Future of Work, GE Healthcare        Audit; Compensation   Martha H. Marsh      71        2010        Former President and CEO, Stanford Hospital and Clinics        Compensation (Chair)   Susan R. Salka      55        2003        Chief Executive Officer, AMN Healthcare Services, Inc.        Executive   Douglas D. Wheat      69        1999        Managing Partner, Wheat Investments, LLC        Board (Chairman); Executive                                       Name       Age   Independent   Director Since   Board Committees   Mark G. Foletta Former Executive Vice President and Chief Financial Officer, Tocagen Inc.   60     2012   Audit (Chair)   Teri G. Fontenot CEO Emeritus and Former CEO of Woman’s Hospital   67     2019   Audit; Corporate Governance & Compliance   R. Jeffrey Harris Former Of Counsel at Apogent Technologies, Inc.   66     2005   Corporate Governance & Compliance (Chair); Executive   Daphne E. Jones Former Senior Vice President – Digital/Future of Work, GE Healthcare   63     2018   Audit; Compensation   Martha H. Marsh Former President and CEO, Stanford Hospital and Clinics   72     2010   Compensation (Chair)   Susan R. Salka Chief Executive Officer, AMN Healthcare Services, Inc.   56       2003   Executive   Rear Admiral Dr. Sylvia Trent-Adams, PhD, RN, FAAN SVP & Chief Strategy Officer, University of North Texas Health Science Center   55     2020   Board   Douglas D. Wheat Managing Partner, Wheat Investments, LLC   70     1999   Board (Chairman); Executive   2   AMN HEALTHCARE SERVICES, INC.     20202021 Proxy Statement 5               PROXY  STATEMENT SUMMARY               Table of Contents Our Key Executive Compensation PracticesProxy Statement Summary   CURRENT BOARD COMPOSITION OUR KEY CORPORATE GOVERNANCE PRACTICES   Practice   Description Balanced Approach to Performance- based Pay Proxy Access   Performance-based awards are tied to the achievement of financial objectives, including revenue, adjusted EBITDA margin, adjusted EBITDA margin growth and total shareholder return, as well as strategic leadership objectives. Three-Year Performance Periods and Vest Schedules The performance periods and vest schedules for our equity awards span three years to promote a long-term approach to the achievement of strategic and financial objectives. 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 ornon-financial metrics that align with our short and long-term strategic goals. CEO Compensation at Risk In 2019, approximately 80% of our CEO’s target compensation was variable and at risk. Equity Ownership Guidelines CEOg 5x salary Named executive officersg 2x salary Other members of the CEO Committee (CEO’s direct reports)g 1.5x salary Executive Compensation Philosophy Reflects our commitment to equal pay principles and a values-based culture. “Double-Trigger” Change-in-Control Arrangements Beginning in 2019, our equity agreements include “double-trigger” mechanisms to align with our executive severance agreements, which have historically includeddouble-trigger” mechanisms. AMN HEALTHCARE SERVICES, INC.   2020 Proxy Statement   3             PROXY STATEMENT  SUMMARY                Our Key Corporate Governance Policies             Practice              Description Proxy Access Our Bylaws contain meaningful proxy access features that are consistent with market practice and were developed through shareholder conversations. Majority Voting in Uncontested Elections   Director nominees must receive the affirmative vote of a majority of the votes cast in order to be elected to the Board in uncontested elections. Director Resignation Policy   Our Director Resignation Policy requires an incumbent director to tender his or her resignation if he or she receives more votes “Against” his or her election than votes “For” his or her election in an uncontested election. The Corporate Governance and Compliance Committee and the Board, which we refer to as our Governance and Compliance Committee, would then consider and take appropriate action on such offer of resignation in accordance with this Policy. Board Aggregate Tenure Policy   Our Board has committed that it will maintain an average tenure for independent board directors of less than ten years. No “Poison Pill”   We do not have a stockholdershareholder rights plan or “poison pill” and no shareholder rights plan shall be adopted unless it is approved by a majority of the independent directors of the Board that find such action is consistent with the exercise of their fiduciary responsibilities. Board. Annual Election of Directors   All directors must be nominated andre-elected each year. Shareholder Engagement Program   We engage in a formal outreach program to provide us an opportunity to gain valuable insight from our shareholders on corporate governance matters that are most important to them. To consistently act in the best long-term interests of our shareholders, we continuously evaluate and act on, when appropriate, shareholder feedback. Human Rights Policy   To further our core values and reflect our commitment to human rights in our relationships with our clients, team members, vendors and communities, we have adopted a Human Rights Policy. 6 Table of Contents Proxy Statement Summary 2020 ESG HIGHLIGHTS We aim to deliver long-term sustainable value to our stakeholders by promoting a diverse, inclusive, and supportive culture that inspires innovation and fosters trust at all levels of our organization and within the communities we serve. Our work focuses on investing and developing our talent and communities and reducing our environmental impact. CORPORATE GOVERNANCE CORPORATE SUSTAINABILITY   •  Continued progress towards our energy, greenhouse gas, water and waste reduction goals •  Accelerated digital transformation strategy       Recent Recognition 4   AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement               PROXY  STATEMENT SUMMARY               How to Vote your Shares WHENHUMAN CAPITAL MANAGEMENT   WHERE Wednesday, April 22, 2020 at 8:30 a.m. Central Standard Time 8840 Cypress Waters Blvd., Suite 300 Dallas, Texas 75019 ONLINE CALL MAIL IN PERSONCOMMUNITY ENGAGEMENT       www.proxyvote.com 1 (800)690-6903   c/o Broadridge•  Supported social justice nonprofits focused on civic engagement related to racial equity •  Virtual volunteerism, charity races and fundraising •  Distributed thousands of International Esparanza Foundation Guatemala cloth masks to team members and healthcare professionals •  Established the AMN Healthcare Impact Fund to support our charitable efforts RECENT RECOGNITION           2018 - 2021   2019 - 2021   2020 - 2021     Bloomberg Gender Equality Index   Human Rights Campaign Corporate Equality Index   Newsweek America’s Most Responsible Companies           2020   2019   2019     Forbes America’s Best Employers for Women   PILLAR Corporate Diversity Achievement   Womens Forum of New York Gender Parity in Boardroom 2021 Proxy Statement 7 Table of Contents Proxy Statement Summary PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION OUR BOARD RECOMMENDS THAT YOU VOTE 51 Mercedes Way Edgewood, NY 11717FOR THIS PROPOSAL. More information on page 42. OUR FINANCIAL PERFORMANCE   8840 Cypress Waters Blvd., Suite 300 Dallas, TX 75019           Please follow the internet voting instructions sent to you and visitRECORD REVENUE www.proxyvote.com,$2.39B any time up until 11:59 p.m. (Eastern Time) on April 21, 2020.2020   Please follow the telephone voting instructions sentNET INCOME to you and call$70.7M 1 (800)690-6903, any time up until 11:59 p.m. (Eastern Time) on April 21, 2020.2020   If you receive printed copies of our proxy materials, please mark, date and sign your proxy card per the instructions and return it by mail in thepre-addressed envelope provided with your proxy materials. The proxy card must be received prior to the 2020 Annual Meeting to be counted.RECORD In person at the 2020 Annual Meeting. Even if you plan to attend, we encourage you to vote in advance by Internet, telephone or mail so your vote will be counted if for some reason you are unable to attend. Our Board’s Voting Recommendations           Item      Description of Proposal    For        Against        Page                           1    Election of eight director nominees                6       2    Approval, on an advisory basis, compensation of our named executive officers                69       3    Ratify the appointment of the independent auditor                72       4    Reduce the threshold necessary to call a special shareholders meeting to 15%                73       5    Shareholder proposal – Make Shareholder Right to Call Special Meeting More Accessible                74   ADJUSTED EBITDA(1) AMN HEALTHCARE SERVICES, INC.  $320.7M 2020 Proxy Statement   5 PROPOSAL 1:  ELECTION OF OUR DIRECTORS     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 established 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. 6   AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement PROPOSAL 1:  ELECTION  OF OUR DIRECTORS 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. (1) The Committee evaluates a matrix that maps the collective skills, experiences and characteristics of the Board to the skills, experiences and characteristics it considers necessary to support the Company’s long-term growth objectives and business strategy and engages in discussions on whether additional skills, experiences or characteristics should be identified and if the consideration of additional director candidates is advisable;   (1) (2)More information on adjusted EBITDA, which refers to our adjusted earnings before interest, taxes, depreciation and amortization, and a reconciliation of our 2020 net income to adjusted EBITDA can be found at Exhibit A to this proxy statement (page 91). OUR TOTAL RETURN VS. RUSSELL 2000 AND S&P 500 3 YEAR TOTAL RETURN (%) If it determines that additional director candidates may be reasonably necessary, the Committee discusses and prioritizes the skills, experiences and characteristics it desires to target based on the Company’s long-term growth objectives and business strategy; and 5 YEAR TOTAL RETURN (%) 10 YEAR TOTAL RETURN (%)   8 (3) Once certain skills, experiences and characteristics are identified, the Committee considers potential director candidates from its pool of candidates, reviews recommended director nominees that possess the skills, experiences and characteristics desired, and recommends the nominees to the Board for approval. Since establishing the processes described above, the Board has appointed two new directors. In July 2018, the Board appointed Daphne E. Jones, an accomplished 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 oversightTable of Contents Proxy Statement Summary CEO COMPENSATION PAY MIX The illustration below provides a summary of the executioncomponents of the Company’s digital and strategic initiatives. In September 2019, the Board appointed Ms. Teri G. Fontenot, an executive with extensive experience in healthcare leadership, women’s healthcare, corporate finance, economic policy and healthcare policy. Our Board is proudcompensation paid to be among a unique group of companies with 44% female representation.our Chief Executive Officer. 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 PAY FOR PERFORMANCE ALIGNMENT CEO COMPENSATION VS. REVENUE CEO COMPENSATION VS. ADJUSTED EBITDA         CONSISTENTLY HIGH SAY-ON-PAY RESULTS 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. 2021 Proxy Statement 9 Table of Contents Proxy Statement Summary KEY EXECUTIVE COMPENSATION PRACTICES Practice Description Balanced Approach toPerformance-based Pay Performance-based awards are tied to the achievement of financial objectives, including revenue, adjusted EBITDA, adjusted EBITDA margin and total shareholder return, as well as strategic leadership and human capital management objectives. Three-Year PerformancePeriods and VestSchedules The performance periods and vest schedules for our equity awards span three years to promote a long-term approach to the achievement of strategic and financial objectives. Balanced Mix of PayComponents 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 2020, approximately 81% of our CEO’s target compensation was variable and at risk. Equity OwnershipGuidelines CEO → 5x salary Named executive officers → 2x salary Other members of the CEO Committee (CEO’s direct reports) → 1.5x salary Executive CompensationPhilosophy Reflects our commitment to equal pay principles and a values-based culture. “Double-Trigger” Change-in-Control Arrangements Beginning in 2019, our equity agreements include “double-trigger” mechanisms to align with our executive severance agreements, which have historically included “double-trigger” mechanisms. PROPOSAL 3 ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES OUR BOARD RECOMMENDS THAT YOU VOTE FOR EVERY YEARFOR THIS PROPOSAL. More information on page 78. PROPOSAL 4 RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM OUR BOARD RECOMMENDS THAT YOU VOTE FORTHIS PROPOSAL. More information on page 79. PROPOSAL 5 SHAREHOLDER PROPOSAL OUR BOARD RECOMMENDS THAT YOU VOTE AGAINSTTHIS PROPOSAL. More information on page 81. 10 Table of Contents Corporate Governance PROPOSAL 1: ELECTION OF OUR DIRECTORS Eight directors are to be elected at our 20202021 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. In late February 2021, one of our directors, Dr. Michael M.E. Johns, informed the Board of his decision not to stand for re-election at the Annual Meeting. As a result of Dr. John’s decision not to stand for re-election, the Board approved a decrease in its size to eight members, effective upon the election of the Company’s directors at the Annual Meeting. The proxy will be voted in accordance with the directions stated on the card, or, if no directions are stated, for election of each of the eight nominees listed below. Upon the recommendation of the Board’s Corporate Governance and Compliance Committee (the “Governance and Compliance Committee”), the Board has nominated for election the eight directors listed below, all of whom are currently serving as directors on our Board. The director nominees for election are willing to be duly elected and to serve. If any such nominee is not a candidate for election at the Annual Meeting, an event that the Board does not anticipate, the proxies may be voted for a substitute nominee(s). The business experience, board service, qualifications and affiliations of our director nominees are set forth below. We believe we have a slate of director nominees that are well-positioned to represent our shareholders and oversee the Company’s strategy, business operations and financial strength. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES AMN HEALTHCARE BOARD OF DIRECTORS The Board believes that incumbent directors should not expect to be re-nominated annually. In determining whether to recommend a director for re-election, the Governance and Compliance Committee considers the needs of the Company and the diversity of the Board and believes that our directors should satisfy several qualifications, including but not limited to, demonstrated integrity, a record of personal accomplishment, the director’s overall engagement in board activities, the results of the annual Board evaluation and other attributes that are discussed further in our Corporate Governance Guidelines (the “Governance Guidelines”) and in the “Evaluation of Board Composition and Director Nomination Process” section below. The Board also endeavors to 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.   HEALTHCARE INDUSTRY As the leader in total talent healthcare solutions, we generally seek directors who have knowledge of and experience in the healthcare industry, which is useful in understanding the needs and complexities of our clients and healthcare professionals as well as our industry compliance obligations. 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 risk management experience play an important role in the Board’s ability to oversee key enterprise 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 impacting by government policy and regulations. 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.   2021 Proxy Statement 11 AMN HEALTHCARE SERVICES, INC.   Table of Contents   Corporate Governance DIRECTOR NOMINEE SNAPSHOT The illustration below summarizes the key experience, qualifications and attributes for each director nominee and highlights the balanced mix of experience, qualifications and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. 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 or genders that align with our long-term strategic objectives. 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. 12 Table of Contents Corporate Governance DIRECTOR SEARCH PROCESS When assessing and prioritizing desired characteristics, skills and backgrounds, the Governance and Compliance Committee considers, among other things, the Board’s current skill set, 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 pool of potential director candidates that it identified from various databases and sources, including recommendations from shareholders, consultants and industry experts, who possess the desired characteristics, skills and experiences. It may also engage a third party to conduct or assist with the search or evaluation. The Governance and Compliance Committee regularly evaluates its potential candidate pool and adds and eliminates individuals based on factors such as candidates’ professional affiliations and availability, director retirements, changing market conditions or strategic objectives and/or newly considered enterprise risks. The list provides a platform from which the Governance and Compliance Committee can quickly engage and nominate candidates, if necessary. RECENT BOARD REFRESHMENT Recently, the Board has appointed three new directors, each of whom has significantly added to the Board’s diversity of skills, background and experiences and strengthened its ability to support and oversee the Company’s strategic objectives. Our Board is also proud to currently be among a unique group of companies with more than 50% female representation. 2021 Proxy Statement 13 Table of Contents Corporate Governance BEYOND THE BOARDROOM To increase each director’s engagement with and understanding of our strategy, each director participates in an extensive orientation program upon joining the board, including meeting with members of our executive leadership team and other key leaders of the Company to gain a deeper understanding of AMN’s businesses, operations, culture and values. Periodic briefing sessions are also provided to members of the board on subjects that would assist them in discharging their duties. BOARD TENURE POLICY Our Board’ aggregate board tenure policy reflects its commitment to consistently evaluate the composition of our Board to ensure that it collectively possesses the experience, skills, knowledge, and level of engagement necessary to serve the best interests of our shareholders. The terms of this policy, which is set forth below, was developed in part based on insight and feedback we received directly from shareholders in connection with our ongoing corporate governance shareholder engagement efforts. The Board does not believe in a specific limit for the overall length of time an independent director may serve. Directors who have served on the Board for an extended period can provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company’s history, policies, and objectives. The Board also believes that new directors will strengthen the diversity of the Board, provide fresh perspectives and value as the Company evolves. To achieve this balance, the Board will maintain an average Board tenure for independent board directors of less than ten years. Upon the conclusion of the Annual Meeting, the average aggregate tenure for our Board’s independent directors will be approximately 8 years. SHAREHOLDER RECOMMENDATIONS AND NOMINATIONS The Governance and Compliance Committee considers shareholder recommendations of qualified director candidates when such recommendations are submitted in writing to the Company’s Corporate Secretary at 12400 High Bluff Drive, Suite 100, San Diego, California 92130, 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 of Board Composition & Director Nomination Process” above. To have a director nominee considered for election at our 2022 Annual Meeting of Shareholders, a shareholder must submit the nomination in writing to the attention of our Corporate Secretary and also satisfy the requirements set forth in our Bylaws regarding shareholder director nominees no later than January 21, 2022 and no sooner than December 22, 2021, assuming the date of the 2022 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 2022 proxy statement for election, a shareholder must submit the nomination in writing to the attention of our Corporate Secretary and also satisfy the requirements set forth in the “proxy access” provisions of our Bylaws no earlier than October 11, 2021 and no later than November 10, 2021. 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. 14 Table of Contents Corporate Governance 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. DIRECTOR INDEPENDENCE The Board has determined that director nominees 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 a business relationship between LHC Group, Inc., of which Ms. Fontenot is an independent director, and the Company. We discuss this relationship in more detail in the “Certain Transactions” section below. The Board considered the nature of this relationship, the annual amount of payments we receive from LHC Group and the fact that the nature of this relationship resulted solely from Ms. Fontenot’s role as an independent director of LHC Group, Inc., and determined that the relationship did not preclude the Board from making an independence determination for Ms. Fontenot and that the relationship fell within our standards of independence. COMMUNICATIONS WITH THE BOARD OF DIRECTORS The Board has established the following procedure for shareholders and other interested parties to communicate with members of the Board, its Chair or the independent directors as a group. All such communications should be addressed to the attention of our Corporate Secretary at our offices located at 12400 High Bluff Drive, Suite 100, San Diego, California 92130. The Corporate Secretary opens, reviews, and maintains a log of all written communications to the Board, one of its committees or specific director(s) and promptly forwards to the Chair of the Board those that the Secretary believes require immediate attention. The Corporate Secretary will also periodically provide the Chair of the Board and the Company’s Chief Executive Officer (if appropriate) with a summary of all such communications and any actions taken if not previously forwarded to the Chair of the Board. Factors that will be considered when determining whether or not the matter requires immediate attention include, but are not limited to, whether the matter relates to a pressing governance matter, such as executive compensation or our Corporate Social Responsibility (“CSR”) strategy whether the topic is of broad concern such that the Board can publicly discuss, whether the matter could have a material impact on the Company’s performance or stock price, the size and/or number of shareholders making the request and any other factors the Governance and Compliance Committee deems relevant. 2021 Proxy Statement 15 Table of Contents Corporate Governance DIRECTOR BIOGRAPHIES   2020 Proxy Statement     7 MARK G. FOLETTA | 60 PROPOSAL 1:  ELECTION OF OUR DIRECTORSDIRECTOR SINCE: 2012 COMMITTEE: Audit Committee (Chair) (Financial Expert)     SKILLS & QUALIFICATIONS       Finance/Audit   Mergers & Acquisitions   C-Suite Leadership   Legal/Risk Management   Healthcare Industry Our Directors’ Skills Matrix     The Board of Directors recommends that shareholders vote “FOR��� each of the following nominees 8   Experience   AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement PROPOSAL 1:  ELECTION  OF OUR DIRECTORS Mark G. Foletta Additional Director Qualifications Director Since 2012•   Age: 59 Audit Committee Chair Financial Expert Finance Enterprise Risk Management Board Leadership Mergers & Acquisitions Healthcare Industry C-Suite Leadership Strategy Executive Vice President and Chief Financial Officer Tocagen Inc. Experience and Qualifications The Board has concluded that Mr. Foletta is qualified to serveServes 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 a financial expert for its Audit Committee, for which he serves as Chairman. Since February 2017, Mr. Foletta has served as Executive Vice President and Chief Financial Officer of Tocagen Inc. Mr. Foletta served as the Interim Chief Financial Officer of Biocept, Inc., a publicly-traded diagnostics company, from August 2015 to July 2016, and he also served as Senior Vice President, Finance and Chief Financial Officer of Amylin Pharmaceuticals, Inc. from March 2006 until October 2012. While at Amylin, Mr. Foletta assisted with developing and launching the organization’s initial enterprise risk management assessment. From March 2000 to March 2006, Mr. Foletta served as Vice President, Finance and Chief Financial Officer of Amylin. Mr. Foletta received a Bachelor of Arts from the University of California, Santa Barbara. He is also a Certified Public Accountant (inactive) and a member of the Corporate Directors Forum. Board Experience Since November 2014, Mr. Foletta has served on the Board of DexCom, Inc., a publicly-traded diabetes care technology company, since November 2014, where he is the Lead Independent Director •  Serves on the Board of Directors of Enanta Pharmaceuticals, a publicly-traded biotechnology company, where he is the Lead Director. From February 2013 through June 2018, Mr. Foletta servedchair of the Audit Committee (June 2020 – present) •  Served as a director of Regulus Therapeutics Inc., and was Chairman of its Audit Committee and a member of its Nominating and Governance Committee. While at Regulus and DexCom, Mr. Foletta helpedCommittee (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. Additionally, Mr. Foletta serves as a director of Viacyte, Inc., a privately held company. He previously servedassessment while at Regulus and DexCom •  Served as a director and Chairman of the Audit Committee of Ambit Biosciences Corporation (sold in 2014), and also served •  Served as a director of Anadys Pharmaceuticals, Inc. (sold in 2011). •  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 Chief Financial Officer of Amylin Pharmaceuticals, Inc. (March 2006 - October 2012); assisted with developing and launching the organization’s initial enterprise risk management assessment •  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 an audit committee financial expert and he serves as Chairman of the Audit Committee. 16 Table of Contents Corporate Governance   TERI G. FONTENOT | 67 DIRECTOR SINCE: 2019   AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement COMMITTEE: Audit Committee     9 (Financial Expert); Corporate Governance PROPOSAL 1:  ELECTION OF  OUR DIRECTORS & Compliance Committee     Teri G. Fontenot Director Since 2019 Age: 66 Audit Committee Financial Expert Finance   Enterprise Risk ManagementSKILLS & QUALIFICATIONS   Board Leadership     Finance/Audit   Mergers & Acquisitions   C-Suite Leadership   Healthcare Industry   C-Suite Leadership   Legal/Risk Management Strategy   Healthcare Industry   Former President & Chief Executive Officer of Woman’s Hospital   Government/Policy Advocacy   Board Experience Experience andAdditional Director Qualifications The Board has concluded that Ms. Fontenot is qualified to serve•  Serves on the Board because she brings considerable audit, financialof Directors and is a member of the Audit Committee for LHC Group, Inc., a publicly-traded in-home healthcare experience both as an executive officerservices company (2019 - present) •  Serves on the Board of Directors and directoris a member of healthcare companies. The Board has determined that Ms. Fontenot qualifiesthe Audit Committee of Amerisafe. Inc., a publicly-traded specialty provider of workers’ compensation insurance (June 2016 - present) •  Served as a financial expertmember of the Board of Directors of Landauer (a formerly publicly-held company), including its Audit and appointed her asGovernance Committee, until its sale in 2017 •  Member of the American College of Healthcare Executives Board of Governors and a member of its Audit Committee. Since March 2019, Ms. Fontenot has servedCommittee •  Held a six-year term on the Advisory Committee on Research on Women’s Health for the National Institutes of Health •  A director on the Board of the Baton Rouge Water Company, a private company •  A director on the Board of Companion Animal Alliance, a not-for profit agency •  Served on the Board of Directors of the Sixth District Federal Reserve Bank of Atlanta, including as CEO Emeritus of Woman’s Hospital, the largest independently-owned women’s and infant’s hospital in the United States providing comprehensive subspecialty services to women. From 1996 to March 2019, Ms. Fontenot served as President and CEO of Woman’s Hospital. From 1992 to 1996, Ms. Fontenot served as the Chief Financial Officer and Executive Vice President of Woman’s Hospital. Under her leadership, Woman’s Hospital became the largest birthing hospital and neonatal intensive care unit in Louisiana. Prior to joining Woman’s Hospital in 1992, Ms. Fontenot served as Chief Financial Officer of three other hospitals located in Louisiana and Florida and is a Certified Public Accountant (inactive).its Audit Committee chair for two years (2007 - 2019) Board Experience• Ms. Fontenot has served  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 in 2012. She is on the American College of Healthcare Executives Board of Governors and a member of its Audit Committee, and she held asix-year term on the Advisory Committee on Research on Women’s Health for the National Institutes of Health. Ms. Fontenot is also a director on the board of the Baton Rouge Water Company, a private company, and a director on the board of Companion Animal Alliance, a not-for profit agency. From 2007 to 2019, Ms. Fontenot served on the board of directors of the Sixth District Federal Reserve Bank of Atlanta, including as its Audit Committee chair for two years. Ms. Fontenot currently serves on the board of directors and a member of the audit committees for LHC Group, Inc. and Amerisafe. Inc. and she was a member of the board of directors of Landauer (a formerly publicly-held company) until its sale in 2017. She is a Fellow of the American College of Healthcare Executives, where she presents frequently on women’s health and leadership topics. 10   AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement PROPOSAL 1:  ELECTION  OF OUR DIRECTORS R. Jeffrey Harris Director Since 2005 Age: 65 Corporate Governance and Compliance Committee Chair Executive Committee Corporate Governance Strategy(2012)   Legal•  CEO Emeritus of Woman’s Hospital, the largest independently-owned women’s and infant’s hospital in the United States providing comprehensive subspecialty services to women (March 2019 - present) •  President and CEO of Woman’s Hospital (1996 - March 2019) •  Chief Financial Officer and Executive Vice President of Woman’s Hospital (1992 - 1996) •  Chief Financial Officer of three other hospitals located in Louisiana and Florida prior to joining Woman’s Hospital in 1992 and is a Certified Public Accountant (inactive) The Board has concluded that Ms. Fontenot is qualified to serve on the Board because she brings considerable audit, financial and healthcare experience. The Board has determined that Ms. Fontenot qualifies as an audit committee financial expert and appointed her as a member of its Audit Committee. 2021 Proxy Statement 17 Table of Contents Corporate Governance R. JEFFREY HARRIS | 66 DIRECTOR SINCE: 2005   C-SuiteCOMMITTEE: Leadership Corporate Governance   & Compliance Committee Healthcare Industry(Chair) ;   Mergers & Acquisitions Executive Committee       SKILLS & QUALIFICATIONS     Former Of Counsel at           Apogent Technologies, Inc.             Legal/Risk Management   Mergers & Acquisitions   C-Suite Leadership   Healthcare Industry   Board Experience Experience andAdditional Director Qualifications The Board has concluded that Mr. Harris is qualified to serve on the Board because he brings considerable mergers and acquisitions experience, which is a key component of AMN’s strategy. Additionally, Mr. Harris has experience serving as a director on public company compensation and corporate governance committees, which is essential to designing and maintaining our executive compensation programs and guiding our corporate governance strategies. Mr. Harris served as Of Counsel at Apogent Technologies, Inc. from December 2000 through 2003, and as Vice President, General Counsel and Secretary from 1988 to 2000, when the company was named Sybron International. Board Experience•   Since 2002, Mr. Harris has been involved as an investor in, and a director of, early stage companies. Mr. Harris servedServed on the Board of Directors for Sybron Dental Specialties from April(April 2005 - 2006) until it was acquired by Danaher Corporation in 2006. Mr. Harris served •  Served on the Board of Directors for Playtex Products, Inc. from 2001(2001 - October 2007) until it was acquired by Energizer Holdings acquired it in October 2007. Mr. Harris was •  Served as a director of Prodesse, Inc., an early stage biotechnology company from 2002(2002 - 2009), until 2009, whenit was acquired by Gen-Probe Incorporated (2009) Gen-Probe•  Incorporated acquired it. Mr. Harris also served as directorDirector of Apogent Technologies, Inc. from 2000 to 2004, when(2000 - 2004) until it was acquired by Fisher Scientific International, Inc. From 2008 until 2018, he served •  Served as a director of Guy & O’Neill, Inc. He currently serves, a privately-held private label and contract manufacturing company (2008 - 2018) •  Serves on the Board of Brookfield Academy, anon-profit entity, and is Chairman of the Board and aco-founder of BrightStar Wisconsin Foundation, Inc., anon-profit economic development corporation. Additionally, Mr. Harris is a directorcorporation •  Director of Okanjo Partners, Inc., anearly-stage technology company.company •  Of Counsel at Apogent Technologies, Inc., a laboratory, life science and 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 committees. 18 Table of Contents Corporate Governance AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement DAPHNE E. JONES | 63   11 PROPOSAL 1:  ELECTION OF  OUR DIRECTORSDIRECTOR SINCE: Michael M.E. Johns, M.D. Director Since 2008 Age: 78 Corporate Governance and Compliance Committee Compensation Committee Board Leadership 2018   StrategyCOMMITTEE: Audit Committee;   C-Suite Leadership Compensation Committee   Healthcare Industry   SKILLS & QUALIFICATIONS   Professor, Emory University School of Medicine   Digital/Technology   C-Suite Leadership   Healthcare Industry   Board Experience Experience andAdditional Director Qualifications The Board has concluded that Dr. Johns is qualified to serve on the Board because he has extensive“C-suite”•   healthcare leadership experience and is a recognized healthcare thought leader. This expertise is valuable in shaping our strategy to deliver innovative and expanded service offerings as a healthcare workforce solutions company. Dr. Johns is a Professor in the School of Medicine at Emory University, where he also served as Chancellor from October 2007 through August 2012. Dr. Johns served as Interim Executive Vice President of Health Affairs for Emory University and as Interim Chairman and CEO of Emory Healthcare from September 1, 2015 through January 31, 2016. He served as the Interim Executive Vice President for Medical Affairs and Interim Chief Executive Officer of the University of Michigan Health System from June 2014 through March 2015. From 1996 to 2007, Dr. Johns served as Executive Vice President for Health Affairs and Chief Executive Officer of the Robert W. Woodruff Health Sciences Center of Emory University. From 1990 to 1996, Dr. Johns was Dean of the Johns Hopkins School of Medicine and Vice President of the Medical Faculty at Johns Hopkins University. From 1990 to 1996, Dr. Johns was Dean of the Johns Hopkins School of Medicine and Vice President of the Medical Faculty at Johns Hopkins University. Dr. Johns is a member of The National Academy of Medicine of the National Academy of Science. Board Experience Dr. Johns servesServes on the Board of Directors of Intelligent Fingerprinting, a privately held company, as well as several philanthropic entities. Heand is also a member of the Corporate Governance and Nominating Committee for Masonite International Corp., a publicly-traded global designer, manufacturer and distributor of internal and external doors for the construction and renovation industry, since February 2018 •  Serves on the Board of RegentsDirectors and is a member of the Uniformed Services UniversityAudit Committee for the Health Sciences, University of Michigan Medical CenterBarnes Group Inc., a publicly-traded engineered products and Vanderbilt University Medical Center. Dr. Johns servedindustrial technologies company, since September 2019 •  Served on the Board of the Genuine Parts Company from 2000 until April 2015, and at various times during his tenure, wasThurgood Marshall College Fund, a member of its Compensation, Governance and Nominating Committee and its Audit Committee. He also served on the Boardnot-for-profit organization and the Compensation Committee of Johnson & Johnson from 2005 to 2014 and served as a member ofnation’s largest organization exclusively representing the Board of West Health Institute, a non-profit medical research organization. From 1996 to 2007, Dr. Johns served as Chairman of the Board of Directors of Emory Healthcare. 12   Black College Community   AMN HEALTHCARE SERVICES, INC.•     2020 Proxy Statement PROPOSAL 1:  ELECTION  OF OUR DIRECTORS Daphne E. Jones Director Since 2018 Age: 61 Audit Committee Compensation Committee Digital / Technology Healthcare Industry C-Suite Leadership Strategy Former Senior Vice President – Digital/Future of Work GE Healthcare Experience and Qualifications The Board has concluded that Ms. Jones is qualified to serve on the Board because she brings considerable information technology, global digital technology use, data management and privacy experience as a seasoned“C-suite” executive with extensive experience in multinational corporations. Ms. Jones’ digital use and technology expertise and experience will be critical to our successful execution of our digital strategies. Ms. Jones served as the Senior Vice President - Digital/Future of Work for GE Healthcare, the healthcare business of GE from May(May 2017 to- October 2017 and prior to that she served as the 2017) •  Senior Vice President - Chief Information Officer for GE Healthcare Diagnostic Imaging and Services since August 2014. Prior to joining GE Healthcare, Ms. Jones was the (August 2014 - May 2017) •  Senior Vice President, Chief Information Officer for Hospira, Inc., a provider of pharmaceuticals and infusion technologies from October(October 2009 through- June 2014. Previously she served as 2014) •  Chief Information Officer at Johnson & Johnson from 2006(2006 to 2009 and2009); served in various information technology roles with Johnson & Johnson from 1997 through 2006. Ms. Jones began her career in sales and systems engineering at IBM. Board Experience Ms. Jones serves on the board of Masonite International Corp, where she is a member of the Audit Committee. She also serves on the board of directors for Barnes Group Inc. and Destiny Transformations Group, LLC. Ms. Jones previously served on the board of the Thurgood Marshall College Fund, anot-for-profit organization and the nation’s largest organization exclusively representing the Black College Community.(1997 - 2006)   The Board has concluded that Ms. Jones is qualified to serve on the Board because she brings considerable information technology, global digital technology use, data management and privacy experience as a seasoned “C-Suite” executive with extensive experience in multinational corporations. Ms. Jones’ digital use and technology expertise and experience is critical to our successful execution of our technology and digital strategies. 2021 Proxy Statement 19 Table of Contents Corporate Governance AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement MARTHA H. MARSH | 72   13 PROPOSAL 1:  ELECTION  OF OUR DIRECTORSDIRECTOR SINCE: Martha H. Marsh Director Since 2010 Age: 71 Compensation Committee Chair Board Leadership   StrategyCOMMITTEE: Compensation   Committee C-Suite(Chair) Leadership   Healthcare Industry   SKILLS & QUALIFICATIONS       C-Suite Leadership   Healthcare Industry   Former President and CEO, Stanford Hospital and Clinics   Board Experience Experience andAdditional Director Qualifications The Board has concluded that Ms. Marsh is qualified to serve•  Serves on the Board because she has extensive“C-suite” leadership and expertise in the healthcare industry. Ms. Marsh’s experience and understanding of the challenges and opportunities of large healthcare facilities are immensely useful in directing our strategy to innovate and provide enhanced and expanded workforce solutions service offerings to meet our clients’ evolving needs. Ms. Marsh served as President and CEO of Stanford Hospital and Clinics for eight years, from April 2002 until her retirement in August 2010. Previously, Ms. Marsh served as the CEO of UC Davis Medical Center and the Chief Operating Officer of the UC Davis Health System from 1999 to 2002. Prior to that time, she served as the Senior Vice President for Professional Services and Managed Care at the University of Pennsylvania Health System, and before that as President and CEO of Matthew Thornton Health Plan in Nashua, New Hampshire. Board Experience From 2012 through 2019, Ms. Marsh served as a director of Owens & Minor, Inc. as the Chairperson of the Governance and Nominating Committee and also served on its Compensation and Benefits Committee. Since October 2015, she has served as a directorDirectors 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. SheCommittee •  Served on the Board of Directors of Owens & Minor, Inc., a publicly-traded healthcare services and logistics company, from 2012 through 2019; also servesserved 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. Prior tocompany •  Served on the Board of Thoratec Corporation’s acquisitionCorporation until it was acquired by St. Jude Medical in 2015 she had served on Thoratec’s Board. Ms. Marsh is a past •  Former Chair of the Board of Trustees for the California Hospital Association and the California Association of Hospitals and Health Systems and a former •  Former director of Ascension Healthcare Network, a privately-held company.company •  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 for Professional Services and Managed Care at the University of Pennsylvania Health System •  Served as President and CEO of Matthew Thornton Health Plan in Nashua, New Hampshire   The Board has concluded that Ms. Marsh is qualified to serve on the Board because she has extensive “C-Suite” leadership and expertise in the healthcare industry. Ms. Marsh’s experience and understanding of the challenges and opportunities of large healthcare facilities are immensely useful in directing our strategy to innovate and provide enhanced and expanded talent solutions service offerings to meet our clients’ evolving needs. 20 Table of Contents Corporate Governance 14     AMN HEALTHCARE SERVICES, INC.  SUSAN R. SALKA | 56   2020 Proxy Statement PROPOSAL 1:  ELECTION  OF OUR DIRECTORSDIRECTOR SINCE: Susan R. Salka Director Since 2003 Age: 55 Executive Committee Healthcare Industry   Board LeadershipCOMMITTEE: Executive Committee   C-Suite Leadership   MergersSKILLS & AcquisitionsQUALIFICATIONS   Corporate Governance   Finance   Healthcare Industry   Mergers & Acquisitions   Finance/Audit   Strategy   Chief Executive Officer AMN Healthcare Services, Inc.   C-Suite Leadership   Board Experience Experience andAdditional Director Qualifications Ms. Salka has served as our President since May 2003 and our CEO since May 2005. The Board has concluded that Ms. Salka is qualified to serve•  Serves on the Board because she has nearly three decades of Directors for McKesson Corp., a publicly-traded medical supplies and equipment, pharmaceutical distribution and healthcare services industry experience, including 30 years of experience with us in various roles, including Chief Financial Officer and Chief Operating Officer. During her service to the Company, she has helped grow our business both organically and through acquisitions into the national industry leader we are today. Prior to joining us, Ms. Salka worked at BioVest Partners, a venture capital firm, and at Hybritech, a subsidiary of Eli Lilly & Co., which Beckman Coulter later acquired. Board Experience Ms. Salka is recognized as a leader in corporate governance and currentlytechnology solutions company, since October 2014; also serves as a director of McKesson Corp., including as ChairpersonChair of its Corporate Governance Committee and as a member of its Compensation Committee. Ms. Salka servedCommittee •  Served on the Board of Directors and the Audit Committee of Beckman Coulter from 2007(2007 until 2011, when2011) until it was acquired by Danaher Corporation acquired it. Additionally, she served •  Served on the Board of Playtex Products, Inc. from 2001(2001 - October 2007) until it was acquired by Energizer Holdings acquired it in October 2007. •  President of AMN Healthcare Services, Inc. (since May 2003); CEO (since May 2005) Diversity, Equality and Inclusion• Under Ms. Salka’s leadership, AMN has become the largest and most diversified total talent solutions company in healthcare. Ms. Salka is passionate about corporate social responsibility, diversity, inclusion, and equality. She participates in many of the company’s community initiatives, including the annual medical and community development trip to Guatemala. As one of the top 25 New York Stock Exchange (“NYSE”) female CEOs, she is also an advocate for promoting women in leadership and the boardroom. AMN is part of the Bloomberg Gender Equality Index and Human Rights Campaign Foundation Corporate Equality Index. Ms. Salka serves on the  Executive Committee 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.legislators •  Worked at BioVest Partners, a venture capital firm, and at Hybritech, a subsidiary of Eli Lilly & Co., which Beckman Coulter later acquired   The Board has concluded that Ms. Salka is qualified to serve on the Board because she has nearly three decades of healthcare services industry experience, including 30 years of experience with us in various roles, including Chief Financial Officer and Chief Operating Officer. During her service to the Company, she has helped grow our business both organically and through acquisitions into the national industry leader we are today. 2021 Proxy Statement 21 Table of Contents Corporate Governance   SYLVIA TRENT-ADAMS | 55 DIRECTOR SINCE: 2020   SKILLS & QUALIFICATIONS   Healthcare Industry   C-Suite Leadership   Government/Policy Advocacy   Board Experience Additional Director Qualifications •  Serves as a member of the Board of Visitors for the University of Minnesota School. •  Senior 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. 22 Table of Contents Corporate Governance DOUGAS D. WHEAT | 70 DIRECTOR SINCE: 1999 COMMITTEE: Board Chair; Executive Committee SKILLS & QUALIFICATIONS   Healthcare Industry   Mergers & Acquisitions   Finance/Audit   Legal/Risk Management Board Experience Additional Director Qualifications •  Serves as Chairman of the Board of Overseas Shipholding Group, a publicly-traded ocean transportation services company, since 2014 AMN HEALTHCARE SERVICES, INC.  •  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   2020 Proxy Statement   15 PROPOSAL 1:  ELECTION  OF OUR DIRECTORS•   Douglas D. Wheat Director Since 1999 Age: 69 Board Chair Executive Committee Healthcare Industry Legal Mergers & Acquisitions Board Leadership / Governance Corporate Finance Strategy Managing Partner Wheat Investments, LLC Experience and Qualifications The Board has concluded that Mr. Wheat is qualified to serve on the Board because he possesses significant healthcare staffing industry knowledge as well as extensive expertise in corporate finance and mergers and acquisitions. Such knowledge and expertise are critical to the successful design and implementation of our growth strategy. He is currently the Managing Partner of Wheat Investments, a private investment firm. From 2007 to 2015, Mr. Wheat was the foundingfirm •  Founding and Managing Partner of the private equity company Southlake Equity Group. From 1992 until 2006, Mr. Wheat wasGroup (2007 - 2015) •  President of Haas Wheat & Partners. Prior to the formation of Haas Wheat, Mr. Wheat was aPartners (1992 - 2006) •  A founding member of the merchant banking group Donaldson, Lufkin & Jenrette specializing in leveraged buyout financing. From 1974 to 1984, Mr. Wheat practicedfinancing •  Practiced corporate and securities law in Dallas, Texas. Mr. Wheat received both his J.D. and B.S. degrees from the University of Kansas. Board Experience Mr. Wheat is the Chairman of the Board of Overseas Shipholding Group and the Chairman of the Board of International Seaways, Inc. He previously served as Vice Chairman of Dex Media, Inc. and as Chairman of SuperMedia prior to its merger with Dex One. Mr. Wheat has also previously served as a member of the Board of Directors of several other companies, including, among others: (1) Playtex Products (of which he also served as Chairman), (2)Dr. Pepper/Seven-Up Companies, Inc., (3) Dr. Pepper Bottling of the Southwest, Inc., (4) Walls Industries, Inc., (5) Alliance Imaging, Inc., (6) Thermadyne Industries, Inc., (7) Sybron International Corporation, (8) Nebraska Book Corporation, (9) ALC Communications Corporation, (10) Mother’s Cookies, Inc., and (11) Stella Cheese Company. 16   AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement PROPOSAL 1:  ELECTION OF OUR DIRECTORSTexas (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 acquisitions, all of which are critical to the successful design and implementation of our growth strategy. 2021 Proxy Statement 23 Table of Contents Corporate Governance RETIRING DIRECTOR We AMN and its Board would like to recognize and thank Mr. Stern whoDr. Johns for his dedicated and tenured service to the Company and the Board. Dr. Johns will be retiring from the Board effective upon the conclusion of ourthe Annual Meeting.   Andrew M. Stern   MICHAEL M.E. JOHNS, M.D. DIRECTOR SINCE: 2008 During Mr. Stern’s nearly 19Dr. Johns’ 12 years of board service toon the Company,Board, he has offered immeasurable insights on healthcare policy administration and operational priorities.was instrumental to establishing the Company’s leading academic physician search practice. The Company and the Board thank Mr. SternDr. Johns for his dedicated leadership and service and wish him the best in his future endeavors. Director Since 2001 AMN HEALTHCARE SERVICES, INC.   2020 Proxy Statement   17             CORPORATE GOVERNANCE                   24 Table of ContentsCORPORATE GOVERNANCE Overview of Our Corporate Governance Program   OUR CORPORATE GOVERNANCE PROGRAM Our Board and executive leaders believe that strong CORPORATE GOVERNANCE PROGRAM OVERVIEW Strong and effective corporate governance is essential to our success. A cornerstone of our corporate governance program issuccess and we pride ourselves on providing transparent disclosure to our stakeholders on an ongoing and consistent basis. Our holistic approach integrates all components of effective governance, including a strong ethical culture, a commitment to diversity, equality and inclusion backed by action, a comprehensive enterprise risk management program, a formal shareholder engagement program, sound financial, regulatory and legal compliance functions and corporate social responsibility.sustainability. Our holistic strategy focuses on delivering long-term shareholder value to AMN stakeholders, and our program has been recognized for maintaining the highest standards of governance. AMN alignsWe align our practices with the Investor Stewardship Group’s (“ISG”) Corporate Governance Framework for U.S. Listed Companies.Companies provided by the Investor Stewardship Group (“ISG”). Below is an illustrationa snapshot of how certain of our governance practices directly support each of the ISG principles.   ISG Principle AMN’s Practice ISG Principle AMN’s Practice Boards are accountable to shareholders. •  We provide shareholder proxy access to our shareholders with features that are consistent withincorporates market practices and that incorporatedwas designed with shareholder input. •  Our directors stand for election annually, with a majority voting standard in uncontested director elections. DirectorsIncumbent directors that do not receive majority support must tender their resignation for consideration by the Board. Shareholders should be entitled to voting rights in proportion to their economic interest. •  We have one class of common stock, with each share carrying equal voting rights. We believe in a “one share,one-vote” standard. •  We do not have a “poison pill.” Boards should be responsive to shareholders and be proactive in order to understand their perspectives. •  Our robust shareholder outreach program allows us to solicit ongoing feedback from our shareholders on corporate governance matters most important to them. •  The Board regularly considers and acts upon feedback received from our shareholders. A detailed discussion of the specific actions that the Board has taken in 2019over the past year in response to shareholder feedback is located in the “Our Annual Shareholder Outreach Summary”“Shareholder Corporate Governance Outreach” section below. Boards should have a strong, independent leadership structure. •  We have a strong, independent Board Chairman and independent committee chairs with clearly defined responsibilities. •  Our Board regularly reviews its leadership structure and composition at least annuallyrelative to changing market dynamics and discusses its appropriateness in this proxy statement.the Company’s key risks and strategic objectives. •  Key Board committees are completely independent and include: Corporate Governance and Compliance; Audit; and Compensation. Boards should adopt structures and practices that enhance their effectiveness. •  88% of our director nominees are independent. •  Our directors reflect a diverse set of experiences and skills that are relevant to our long-term business strategy and our refreshment strategy is continuously evaluated. •More than 50% of our director nominees are diverse from a gender, race or ethnicity standpoint. •  Annual Board and committee-level assessments are conducted withbi-annual individual director interviews to ensure effectiveness. •  Our Board has committed that it will maintain an average tenure for independent board directors of less than ten years. •  Our Board has access to management and outside consultants to ensure effectiveness. Boards should develop management incentive structures that are aligned with the long-term strategy of the company. •  Target compensation mix is not overly weighted toward annual incentive awards and balances cash and long-term equity awards in accordance with certain financial andnon-financial metrics that align with our short and long-term strategic goals. •  Our executive severance agreements and equity awards contain “double trigger” mechanics. •  We have stock ownership requirements for our named executive officers that require ownership of unrestricted shares. •  Our executive compensation programs are aligned with shareholder returns, financial results and promote a values-based culture. 2021 Proxy Statement 25 18   AMN HEALTHCARE SERVICES, INC.   Table of Contents   2020 Proxy Statement               CORPORATE  GOVERNANCE               Our Annual Shareholder Outreach SummaryCorporate Governance   SHAREHOLDER CORPORATE GOVERNANCE OUTREACH We understand that Accountability to AMN stakeholders is an essential component of our success, which is why we must earnengage with our shareholders in a variety of ways throughout the year to discuss and maintainobtain feedback on a range of important topics. Management and our shareholders’ continued support by adheringBoard will engage with shareholders to the highest standards ofsolicit their views on corporate governance, culture, human capital management, corporate social responsibility and social responsibility. To this end, fivediversity, equality and inclusion (“DEI”). In addition, our Investor Relations team also meets regularly with shareholders, prospective investors and investment analysts to discuss company performance, strategy and sustainable growth. Over the past few years, ago, we initiated a formal shareholder corporate governanceour 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, our discussions focused on the following topics: ENGAGEMENT SUMMARY   Human Capital Strategy   OUTREACH ENGAGEMENT TOPICS DISCUSSED RESULTS   During the fall, we sent letters to our top shareholders representing approximately Board64% Refreshment of our shares outstanding We engaged with shareholders representing approximately one-third of our outstanding stock on corporate governance matters from January 2020 – January 2021 Social &•  COVID-19 Response Governance•  Human Capital Management Issues•   Board Composition & Refreshment   Diversity, Equality•  Strategy and Culture •  Diversity & Inclusion   •  Added a new director for the third consecutive year •  Published new SASB & TCFD disclosures •  Investments in human   capital management •  Investments in digital capabilities •  Published an infographic to our DEI website that highlights key 2020 ESG actions taken •  Advanced our DEI strategy incorporating social justice and accelerating other DEI initiatives     Gender Pay Equality