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,

TABLE OF CONTENTS

		Page  We Value:
			Respect, Passion, Continuous Improvement, Trust, Customer Focus, and Innovation
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
RESPECT	TRUST	CUSTOMER FOCUS
PROXY STATEMENT SUMMARY 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.
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PASSION	CONTINUOUS IMPROVEMENT	INNOVATION
PROPOSAL 1: ELECTION OF OUR DIRECTORS 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.
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Table of Contents

A LETTER FROM OUR INDEPENDENT
BOARD CHAIRMAN

Table of Contents

2

Table of Contents

Table of Contents

RECOMMENDATIONS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	4
OUR STRATEGY AND TALENT SOLUTIONS	5
PROXY VOTING ROADMAP	8
CORPORATE GOVERNANCE	13
Overview Proposal 1: Election of Our Directors	13
AMN Healthcare Board of Directors	13
Evaluation of Board Composition & Director Nomination Process	16
Board Refreshment	17
Board Tenure Policy	17
Shareholder Recommendations and Nominations	17
Board and Committee Self-Evaluation Process	18
Director Independence	18
Our Corporate Governance Program			18	25
Our Annual Shareholder Corporate Governance Outreach Summary			19	25
Our Human Capital Management StrategyEnterprise Risk Oversight			20	26
Our Corporate Social Responsibility ProgramESG Oversight and Strategy			21	26
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	32
Our Board’s Aggregate Tenure PolicyBoard and Committee Structure			29	33
Board Meetings and Annual Meeting Attendance by Board MembersLeadership Structure			29	33
Committees of the Board			29	34
Executive Sessions ofNon-Management DirectorsMeetings and Attendance			32	38
Communications with the Board of DirectorsExecutive Sessions			32	38
Director Compensation and Ownership Guidelines	39
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES			33
Director Cash Compensation			33	39
Director Equity Compensation			33	40
Director Compensation Table			34	40
Director Equity Ownership Requirement			34	41
EXECUTIVE OFFICERS	42
EXECUTIVE COMPENSATION	COMPENSATION COMMITTEE REPORT44			35
Proposal 2: Advisory Vote on Executive Compensation	44
COMPENSATION DISCUSSION AND ANALYSISCompensation Committee Report on Executive Compensation			36	45
2021 Pay and Performance	45
IntroductionPerformance Goals for 2022	46

Table of Contents

Notice of Annual Meeting of Shareholders

VOTING MATTERS

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 of1. To elect nine directors to 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,

13

(2)

2. To approve, bynon-binding advisory vote, the compensation of our named executive officers

44

(3)3. To approve the AMN Healthcare Employee Stock Purchase Plan			80
4. To ratify the appointment of KPMG LLP asto be our independent registered public accounting firm for the fiscal year ending December 31, 2020, 2022			84

(5)

transact such other business, including consideration of5. To consider a shareholder proposal if properly presented as may properly come beforeat the 2022 Annual Meeting or any adjournment or postponement of the Annual Meeting.

86

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	MAIL	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 11, 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.

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:

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.

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

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

			Director	Other Public	Board Committees
Name		Age	Since	Company Boards	Audit	Comp	Gov	Exec
	JORGE A. CABALLERO  INDEPENDENT  Former Managing Partner of Deloitte’s Business Tax Services U.S.-India practice	65	2021	0	l		l
	MARK G. FOLETTA  INDEPENDENT  Former Executive Vice President and Chief Financial Officer, Tocagen Inc.	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 AMN Healthcare Services, Inc.	57	2003	1				l
	REAR ADMIRAL DR. SYLVIA TRENT-ADAMS, PHD, RN, FAAN  INDEPENDENT  EVP & Chief Strategy Officer, University of North Texas Health Science Center	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
2   Comp	Compensation Committee	Exec	Executive Committee	l	AMN HEALTHCARE SERVICES, INC.   Member

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2020 Proxy Statement

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Our Key Corporate Governance Policies

Average             Practice             8 years	Average 65 years	Description56%
Female	33% BIPOC	8/9 Independent Directors
Proxy Access

How to Vote your Shares

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

AMN HEALTHCARE SERVICES, INC.   12		2020 Proxy Statement		5

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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 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.

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.

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 oversight of the execution 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 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

We believe we have a slate of director nominees that are well-positioned to represent our shareholders and oversee the Company’s strategy, business operations and financial strength.

AMN HEALTHCARE BOARD OF DIRECTORS

The Board 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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Corporate Governance

		HEALTHCARE INDUSTRY We generally seek directors who have knowledge of and experience in the healthcare industry, which is useful in understanding the needs, regulatory requirements and complexities of our clients and healthcare professionals.
		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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Corporate Governance

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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Corporate Governance

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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BOARD REFRESHMENT

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.

BOARD TENURE POLICY

Our Board’s aggregate tenure policy reflects its commitment to consistently evaluate the composition of our Board to ensure that it collectively possesses the experience, skills, knowledge, and level of engagement necessary to serve the best interests of our shareholders. This policy, which is set forth below, was developed in part based on insight and feedback we received directly from shareholders in connection with our ongoing corporate governance shareholder engagement efforts.

The 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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Corporate Governance

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.

DIRECTOR INDEPENDENCE

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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Corporate Governance

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 | 65 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.

 

2022 Proxy Statement

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Corporate Governance

AMN HEALTHCARE SERVICES, INC.  MARK G. FOLETTA | 61

DIRECTOR SINCE: 2012   COMMITTEE: 2020 Proxy StatementAudit Committee (Chair) (Financial Expert)

SKILLS & QUALIFICATIONS:     7

Our Directors’ Skills Matrix

Finance/Audit

Teri G. Fontenot
Director Since 2019 Age: 66 Audit Committee Financial Expert				Finance
				Enterprise Risk Management
				Board Leadership
				Mergers & Acquisitions
				Healthcare Industry
				C-Suite Leadership
				Strategy
Former President & Chief Executive Officer of Woman’s Hospital

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Corporate Governance

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

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Corporate Governance