Ms. Fontenot joined the Board under which LHC Group provides home health contingent staffing services to the Company. The approximately $1.8 million in fees that we received from LHC Group in 2019 were negotiated on anarm’s-length basis and are within the categorical independence standardsensures that the Board continues to maintain an appropriate mix of objectivity, skills and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our longer-tenured directors. Currently, 50% of our Board has adopted. The relationship does not prevent Ms. Fontenot from qualifying as an independent director under the categorical independence standards,served less than five (5) years, and the Board considers Ms. Fontenothas an aggregate tenure of nine (9) years. Each of the five directors that we have added to bethe Board over the past five years have brought additional skills and perspectives to the Board and strengthened the Board’s ability to support and oversee the Company’s long-term strategic objectives. These five directors all represent gender, race and ethnicities that have been historically underrepresented on boards.
 | |  | |  | |  | |  |
 Daphne E. Jones –
Experience with strategic, entrepreneurial, and global use technologies in the healthcare sector. | | Teri G. Fontenot –
Experience in healthcare leadership, corporate finance, economic policy and healthcare. | | Sylvia
Trent-Adams –
Experience in directing and coordinating major federal health programs, as well as strategic planning and leadership of a healthcare institution. | | Jorge A.
Caballero –
Accomplished global executive with extensive experience in audit, financial, risk management and mergers and acquisitions. | | Cary Grace –
A proven executive with large organizations with significant experience developing and executing profitable growth strategies. |
Onboarding and Continuing Education
Our director onboarding process is designed to provide new directors with information, context, and perspectives that enables new directors to effectively contribute to the Board’s work. During the initial months after joining the Board, new directors have individual meetings with each of our current directors, including specific committee-focused meetings with the chair of each committee. New directors are also invited to attend all committee meetings to assist in their development. Each new director is also assigned an independent director.experienced AMN Healthcare board member to share feedback, provide perspective on boardroom activities and dynamics, help with meeting preparation, and act as a resource between meetings.
In addition to providing new directors with a library of resources that includes governance, finance and core background documents, key business executives and functional leaders from across the organization meet with new directors to increase their understanding of AMN’s businesses, operations, culture and values. Throughout their tenure directors participate in informal meetings with other directors and senior leaders to share ideas, build stronger working relationships, gain broader perspective and strengthen their working knowledge of our business, strategy, performance and culture.
We encourage and facilitate director participation in continuing education programs and each director is provided membership in the National Association of Corporate Directors as well as subscriptions to other governance publications and resources. In 2022, individual directors also participated in issue-focused educational programs in areas including ESG, cyber and climate, some receiving certifications. Periodic educational sessions are also provided to members of the Board through the Company by both internal and external resources on subjects that would assist them in discharging their duties. For example, in 2022 board members received educational briefings on topics including, but not limited to, ESG and Stakeholder Capitalism, Social Issues and Crisis Communication and Investor Perspectives.
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Corporate Governance
Board Tenure Policy
Our Board’s Aggregate Tenure Policy
In February 2019, our Board adopted an aggregate board tenure policy that reflects its commitment to consistently evaluate the composition of our Board to ensure that it collectively possesses the necessary experience, skills, knowledge, and level of engagement necessary to serve the best interests of our shareholders. The terms of the followingThis policy, werewhich 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 believes that directors should not expect to bere-nominated annually. In determining whether to recommend a director forre-election, the Governance and Compliance Committee considers the needs of the Company and the diversity of the Board as a whole, the director’s participation in and contributions to the activities of the Board, the results of the annual Board evaluation and past meeting attendance.
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 provide value as the Company evolves. To achieve this balance, effective in 2020, the Board will maintain an average Board tenure for independent board directors of less than ten years.
Upon the conclusion of the Annual Meeting, theThe average aggregate tenure for our Board’s independent directors will be slightly less than 9is approximately nine (9) 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 2999 Olympus Blvd., Suite 500, 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 of Board Meetings andComposition & Director Nomination Process” above. To have a director nominee considered for election at our 2024 Annual Meeting Attendance by Board Members
We expect eachof Shareholders, a shareholder must submit the nomination in writing to the attention of our directorsCorporate Secretary and also satisfy the requirements set forth in our Bylaws regarding shareholder director nominees no later than February 17, 2024 and no sooner than January 18, 2024, assuming the date of the 2024 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 2024 proxy statement for election, a shareholder must submit the nomination in writing to attendthe attention of our Corporate Secretary and also satisfy the requirements set forth in the “proxy access” provisions of our Bylaws no earlier than November 6, 2023 and no later than December 6, 2023. In addition, a shareholder who intends to solicit proxies in support of director nominees submitted under the advance notice provisions of our Bylaws must provide the notice required under Rule 14a-19 promulgated by the SEC under the Exchange Act to our Corporate Secretary no later than March 18, 2024.
The Company received no recommendations for director nominees or director nominations from any shareholder for election to be held at the Annual Meeting.
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Corporate Governance
Board and Committee Self-Evaluation Process
In line with our value of continuous improvement, each meetingdirector conducts an evaluation of the performance of the Board and each committee for which they serve on an annual basis. Additionally, on a biennial basis, the Chair of our Governance and Compliance Committee conducts individual conversations with each director. Each step of the committees on which he or she serves. We also expect our directors to attend ourBoard’s annual meetings. Ourevaluation process is further illustrated below.
Director Independence
The Board has an excellent recorddetermined 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 attendance and engagement.During 2019,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. Ms. Fontenot serves as an independent director of Orlando Health, Inc., and served as an independent director of LHC Group, Inc. from 2019 until its sale to United Healthcare in February 2023. We discuss these relationships in more detail in the “Certain Transactions” section below. The Board considered the nature of these related party relationships and the annual amount of payments we receive from each LHC Group, Inc. and Orlando Health, Inc. The Board determined that neither relationship precluded the Board from making an independence determination for Ms. Fontenot and that the related party relationships fell within our standards of independence.
Set forth below is a brief description of the backgrounds and qualifications of each director. These, along with the skills and experience described earlier in this section, led the Board to conclude that the director should be nominated for election at the 2023 Annual Meeting.
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Corporate Governance
Director Biographies
Director Since: 2021 Committee: Audit Committee
(Financial Expert); Corporate
Governance & Compliance
Committee Skills & Qualifications: 
Finance/
Audit 
Legal/Risk
Management 
Mergers &
Acquisitions
| | Jorge A. Caballero | 66
Qualification Highlights ● Managing Partner of Deloitte’s Business Tax Services U.S.- India practice (2016–2019) ● New Jersey Tax Managing Partner of Deloitte (2003–2011) ● Assistant Vice President of Tax of Beneficial Corporation, a consumer finance company that was acquired by Household International, Inc. in 1998 (1983–1986) Board Experience ● Deloitte Tax LLP, a global professional services firm and one of the Big Four accounting firms, where he was the Chief Diversity Officer (2009–2016) ● United Way of Essex and West Hudson in New Jersey, a non-profit organization where he served as the chair of Board of Directors and Finance Committee (2003–2019) ● The College of New Jersey, where he served as the chair of the Board of Directors, Finance Committee, and Audit and Risk Management Committee (2007–2019) ● Jersey Battered Women’s Service, a private, non-profit agency, where he served as the chair of the Finance, Human Resources, and Infrastructure Committees (1993–2001)
Mr. Caballero brings to the Board significant public company accounting and financial reporting expertise and a top-level perspective in organizational management. Mr. Caballero’s career has provided him with practical knowledge of executive management of complex, global businesses and extensive experience in a wide range of financial and accounting matters including management of global financial operations, financial oversight, risk management and the alignment of financial and strategic initiatives. Mr. Caballero also brings deep corporate governance experience through his work with public and private companies and in his board leadership positions at Deloitte and extensive experience in mergers and acquisitions, a critical component to AMN’s growth strategy. The Board has determined that Mr. Caballero qualifies as an audit committee financial expert and has appointed him to the Audit Committee. |
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Corporate Governance
Director Since: 2012 Committee: Audit Committee (Chair)
(Financial Expert) Skills & Qualifications:
Finance/
Audit
Legal/Risk
Management 
Healthcare
Industry 
C-Suite
Leadership
| | Mark G. Foletta | 62
Qualification Highlights ● 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) ● 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 ● Assisted with developing and launching the initial enterprise risk management assessment at Amylin Pharmaceuticals and guided the launch of the initial risk management assessment at both Regulus and DexCom Board Experience ● DexCom, Inc., a publicly traded diabetes care technology company, since November 2014, where he is the Lead Independent Director ● Enanta Pharmaceuticals, a publicly traded biotechnology company, where he is the Chair of the Audit Committee (June 2020 – present) ● Regulus Therapeutics Inc., where he served as Chair of the Audit Committee and a member of the Nominating and Governance Committee (February 2013 – June 2018) ● Viacyte, Inc., a privately held company ● Ambit Biosciences Corporation, where he served as Chair of the Audit Committee (sold in 2014) ● Anadys Pharmaceuticals, Inc. (sold in 2011)
Mr. Foletta brings to the Board considerable audit, financial, healthcare and enterprise risk management experience as both an executive officer and director of healthcare companies. Mr. Foletta’s prior experience as a public company CFO provides the Board with extensive public company accounting and financial reporting expertise to guide AMN’s commitment to strong financial discipline, effective allocation of capital and accurate disclosure practices. The Board has designated Mr. Foletta as an audit committee financial expert, and he serves as the Chair of the Audit Committee. |
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Corporate Governance
Director Since: 2019 Committee: Audit Committee
(Financial Expert); Corporate
Governance & Compliance
Committee Skills & Qualifications:
Finance/
Audit 
Government/
Policy Advocacy 
Human Capital
Management
Healthcare
Industry
C-Suite
Leadership
| | Teri G. Fontenot | 69
Qualification Highlights ● President and CEO of Woman’s Hospital, the largest independently-owned women’s and infant’s hospital in the United States providing comprehensive subspecialty services to women (March 1996 – March 2019) ● Chief Financial Officer and Executive Vice President of Woman’s Hospital (1992 – 1996) ● Chief Financial Officer of three other hospitals located in Louisiana and Florida prior to joining Woman’s Hospital in 1992 ● Certified Public Accountant (inactive) ● Held a six-year term on the Advisory Committee on Research on Women’s Health for the National Institutes of Health Board Experience ● Amerisafe, Inc., a publicly traded specialty provider of workers’ compensation insurance, where she serves on the Audit and Governance Committees (June 2016 - present) ● Orlando Health, Inc., a not-for-profit organization (September 2021-present) ● Baton Rouge Water Company (2009-Present) and Dynamic Infusion Therapy (May 2021-present) both privately held companies ● LHC Group, Inc., a publicly traded in-home healthcare services company, where she served on the Clinical Quality and Corporate Development Committees and as Chair of the Audit Committee (2019 until its sale to United Healthcare in February 2023) ● Landauer (a formerly publicly traded company), where she served on its Audit and Governance Committee, until its sale in 2017 ● PELITAS, a privately held company (June 2021 until its sale in 2022) ● Sixth District Federal Reserve Bank of Atlanta, including as its Audit Committee chair for two years (2004 - 2009) ● Served on numerous healthcare boards at a local, state and national level, including the Board of Directors of the Louisiana Hospital Association, and the American Hospital Association where she served as Chairperson (2012)
Ms. Fontenot brings substantial operational and strategic experience in the healthcare industry as a former chief executive officer and chief financial officer of four healthcare institutions and as the chair of an insurance provider. Ms. Fontenot’s more than 30 years in healthcare and finance leadership provides valuable insights into AMN Healthcare’s strategic discussions regarding the dynamic economic environment and healthcare industry and continued development of client-centric total talent solutions. The Board has determined that Ms. Fontenot qualifies as an audit committee financial expert and appointed her as a member of the Audit Committee. |
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Corporate Governance
Director Since: 2022 Committee: Executive Committee Skills & Qualifications:
C-Suite
Leadership 
Digital/
Technology
Human Capital
Management
Healthcare
Industry 
Mergers &
Acquisitions
Finance/
Audit
Legal/Risk
Management | | Cary Grace | 54
Qualification Highlights ● President and CEO of AMN Healthcare Services, Inc. ● Chief Executive Officer of the Global Retirement, Investment and Human Capital Solutions business at Aon PLC from 2016 to January 2020 ● Led Aon’s Global M&A integration, its Enterprise Client Management function as well as its digitally enabled private health exchanges; served on the Policy and Governance Team, the Operating Committee and was a named executive officer of the corporation ● More than 14 years at Bank of America, where she led several institutional and private banking businesses, including their $9 billion Mass Affluent Client Business Board Experience ● State Farm Insurance, a mutual company offering auto, home, life and health insurance as well as investment services, since 2022 ● League, Inc. a privately held digital platform and technology company empowering consumer health engagement, since 2020 ● FinTech Evolution Acquisition Group (2021-March 2023); served as Chair of its Audit Committee
Ms. Grace brings to the Board more than three decades of experience developing and executing profitable growth strategies for leading professional and financial services organizations across human capital, banking, investments, health, and mergers and acquisitions. Ms. Grace’s extensive experience in leading initiatives and services with a focus on digital enablement provides valuable insight and leadership as AMN continues to evolve and develop technology related and enabled solutions for clients and clinicians. Ms. Grace is also a passionate advocate for diversity and inclusion and with deep knowledge of environmental, social and governance (ESG) in business, causes closely tied to AMN’s purpose and values and a key differentiator providing competitive advantage. |
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Director Since: 2005 Committee: Corporate Governance
& Compliance Committee (Chair);
Executive Committee; Search
Committee Skills & Qualifications:
Legal/Risk
Management
Healthcare
Industry
Mergers &
Acquisitions
C-Suite
Leadership
| | R. Jeffrey Harris | 68
Qualification Highlights ● Of Counsel at Apogent Technologies, Inc., a laboratory, life science and diagnostic products company (December 2000 - 2003) ● Vice President, General Counsel and Secretary at Apogent Technologies, Inc. (1988 - 2000), when the company was named Sybron International Board Experience ● Sybron Dental Specialties (April 2005 - 2006) until it was acquired by Danaher Corporation ● Playtex Products, Inc. (2001 - October 2007) until it was acquired by Energizer Holdings ● Prodesse, Inc., an early-stage biotechnology company (2002 - 2009), until it was acquired by Gen-Probe Incorporated (2009) ● Apogent Technologies, Inc. (2000 - 2004) until it was acquired by Fisher Scientific International, Inc. ● Guy & O’Neill, Inc., a privately held private label and contract manufacturing company (2008 - 2018) ● Chairman (2013-2021), president, board member and a co-founder of BrightStar Wisconsin Foundation, Inc., a non-profit economic development corporation ● Okanjo Partners, Inc., an early-stage technology company
Mr. Harris brings considerable mergers and acquisitions experience to the Board, which is a key component of AMN’s growth strategy. Mr. Harris’ legal, regulatory and corporate governance expertise provides valuable insights to the Board and Management as we operate in a constantly changing and increasingly complex regulatory environment and strive to deliver industry-leading results supported by strong governance and compliance practices. Mr. Harris serves as the Chair of the Corporate Governance & Compliance Committee. |
| | |
Director Since: 2018 Committee: Audit Committee;
Compensation Committee Skills & Qualifications:
Digital/
Technology
C-Suite
Leadership
Healthcare
Industry
| | Daphne E. Jones | 65
Qualification Highlights ● Senior Vice President, Digital/Future of Work for GE Healthcare, the healthcare business of GE (May 2017 - October 2017) ● Senior Vice President, Chief Information Officer for GE Healthcare Diagnostic Imaging and Services (August 2014 - May 2017) ● Senior Vice President, Chief Information Officer for Hospira, Inc., a provider of pharmaceuticals and infusion technologies (October 2009 - June 2014) ● Chief Information Officer at Johnson & Johnson (2006 to 2009); served in various information technology roles with Johnson & Johnson (1997 - 2006) ● Founder, The Board Curators, LLC (July 2021 -present) ● Founder, Destiny Transformations Group, LLC (April 2018 - present) Board Experience ● Masonite International Corp., a publicly traded global designer, manufacturer, and distributor of internal and external doors for the construction and renovation industry, where she serves as a member of the Corporate Governance and Nominating Committee (February 2018 - present) ● Barnes Group Inc., a publicly traded engineered products and industrial technologies company, where she serves on the Audit Committee (September 2019 - present) ● Thurgood Marshall College Fund, a not-for-profit organization and the nation’s largest organization exclusively representing the Black College Community
Ms. Jones brings to the Board considerable information technology, global digital technology use, data management and privacy experience as a seasoned “C-Suite” executive with extensive experience in multinational corporations. Ms. Jones’ digital use and technology expertise and experience provides valuable insights in leading innovative change, technological advancement and strategic growth and is critical to our successful execution of our technology and digital strategies. |
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Corporate Governance
Director Since: 2019 Committee: Compensation
Committee (Chair); Search Committee Skills & Qualifications:
C-Suite
Leadership
Human Capital
Management
Healthcare
Industry
| | Martha H. Marsh | 74
Qualification Highlights ● 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) ● Senior Vice President for Professional Services and Managed Care at the University of Pennsylvania Health System ● President and CEO of Matthew Thornton Health Plan in Nashua, New Hampshire ● Former Chair of the Board of Trustees for the California Hospital Association and the California Association of Hospitals and Health Systems Board Experience ● Edwards Lifesciences Corporation, a publicly traded structural heart disease and critical care monitoring company, where she serves as Lead Director and is a member of its Compensation and Governance Committee (2015 - present) ● Owens & Minor, Inc., a publicly traded healthcare services and logistics company, from 2012 through 2019; also served as a member of its Compensation and Benefits Committee and as Chairperson of its Governance and Nominating Committee ● Teichert, a privately held company, where she is a member of the Compensation Committee ● Thoratec Corporation until it was acquired by St. Jude Medical in 2015 ● Former Director of Ascension Healthcare Network, a privately held company
With more than 40 years of experience in the healthcare industry, including as CEO or other C Suite Executive of multiple healthcare systems and facilities, Ms. Marsh provides the Board with experience and understanding of the challenges and opportunities of the large healthcare facilities, like the ones we serve, that are immensely useful in directing our strategy to innovate and provide enhanced and expanded talent solution service offerings to meet our clients’ evolving needs. Ms. Marsh’s experience in executive leadership and service on several public company boards also provides the Board with valuable experience in public company governance and top-level perspective in organizational management and execution of corporate strategy. Ms. Marsh serves as the Chair of our Compensation Committee. |
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Corporate Governance
Director Since: 2020 Committee: Compensation
Committee; Corporate Governance
& Compliance Committee Skills & Qualifications:
Healthcare
Industry
C-Suite
Leadership
Government/
Policy Advocacy
Human Capital
Management
| | Sylvia Trent-Adams | 57
Qualification Highlights ● President, University of North Texas Health Science Center at Fort Worth (since September 2022) ● Executive Vice President and Chief Strategy Officer of the University of North Texas Health Science Center at Fort Worth (October 2020 –September 2022) ● Served in the U.S. Public Health Service Commissioned Corps 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 Board Experience ● University of Minnesota School of Nursing, Board of Visitors ● Institute for Healthcare Improvement, an independent not-for-profit organization, focused on advancing and sustaining better outcomes in health and healthcare ● One Safe Place, a non-profit organization
Dr. Trent-Adams is an active C-Suite healthcare leader which provides the Board with valuable insights as AMN continues to evolve to serve the more diverse needs of our clients and the complexities of large growing health systems and to proactively anticipate their needs driven by changes in care delivery, reimbursement, and other factors. Dr. Trent-Adams’ experience serving in high levels of the federal government health service and understanding of the drivers and development of public policy enhances the Board’s ability to provide effective oversight of clinical quality, government policy and regulatory risk, all of which are critical to the successful design and implementation of our growth strategy. |
| | |
Director Since: 1999 Committee: Board Chair;
Executive Committee; Search
Committee (Chair) Skills & Qualifications:
Legal/Risk
Management
Finance/
Audit
Mergers &
Acquisitions
| | Douglas D. Wheat | 72
Qualification Highlights ● Managing Partner of Wheat Investments, a private investment firm ● Founding and Managing Partner of Southlake Equity Group (2007 - 2015) ● President of Haas Wheat & Partners (1992 - 2006) ● A founding member of the merchant banking group Donaldson, Lufkin & Jenrette specializing in leveraged buyout financing ● Practiced corporate and securities law in Dallas, Texas (1974 - 1984) Board Experience ● Overseas Shipholding Group, a publicly traded ocean transportation services company, where he serves as Chairman (2014 - present) ● International Seaways, Inc., a publicly traded oil and gas tanker company, where he serves as Chairman (2016 - present) ● Former member of the Board of Directors of several other companies including Dex Media, Inc. (Vice Chairman), SuperMedia, prior to its merger with Dex One (Chairman), Playtex Products (Chairman), Dr. Pepper/Seven-Up Companies, Inc., Dr. Pepper Bottling of the Southwest, Inc., Walls Industries, Inc., Alliance Imaging, Inc., Thermadyne Industries, Inc., Sybron International Corporation, Nebraska Book Corporation, ALC Communications Corporation, Mother’s Cookies, Inc., and Stella Cheese Company
Mr. Wheat brings to the Board significant healthcare staffing industry knowledge as well as extensive expertise in corporate finance and mergers and acquisitions, all of which are critical to the successful design and implementation of our growth strategy. Additionally, Mr. Wheat has significant experience serving AMN Healthcare under different operating environments, management teams and financial market cycles strengthening the Board’s collective knowledge, perspective, and capabilities to guide the Company through both anticipated and unexpected environments. |
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Corporate Governance
Our Corporate Governance Program
Shareholder Corporate Governance Outreach
Accountability to AMN Healthcare shareholders is an essential component of our success, which is why we engage with our shareholders in a variety of ways throughout the year to discuss and obtain feedback on a range of important topics. Management will engage with shareholders to solicit their views on corporate governance, industry leadership, human capital management, corporate social responsibility and diversity, equality, equity, and inclusion. In addition, our Investor Relations team also meets regularly with shareholders, prospective investors, and investment analysts to discuss company performance, strategy, and sustainable growth.
Our outreach efforts have evolved into a robust program with a customized approach to each shareholder and the topics and initiatives that are most important to them. We believe this results in more meaningful dialogue on relevant topics, builds stronger relationships with our shareholders and ultimately a more successful company. With this customized strategy in place, we conduct a formal outreach in the fall of each year. We look forward to the opportunity to connect with our shareholders and find these engagements to be enlightening and productive. Each shareholder we met six times,with expressed appreciation for our interest in their views, and took two actionswe certainly appreciated their time and insight.
Additionally, in 2022, we conducted a comprehensive ESG materiality assessment through engagement with key internal and external constituencies, including our shareholders, that identified and prioritized environmental, social and governance issues likely to have meaningful long-term impact on our Company. Among the top issues identified by unanimous written consent. In 2019, no memberinvestor respondents as internal and external priorities are healthcare professional pipeline, recruitment, retention and engagement, workplace health and safety, and diversity, equity and inclusion of our corporate team members.
2022 Engagement Summary
 | |  | |  | |  |
| | | | | | |
We sent letters to our largest shareholders representing approximately 55% of our shares outstanding Included Shareholders representing over 50% of our shares outstanding in our ESG Materiality Assessment | | We met with shareholders representing approximately 17% of our outstanding stock on corporate governance matters in 2022 and the first quarter of 2023 Shareholders representing over 19% of our outstanding stock provided feedback to our ESG Materiality Assessment | | ● Strategy and Culture ● Human Capital Management ● Healthcare Professional Shortage ● DEI and Pay Equity | | ● Publication of second ESG Report aligned with the UN SDGs, SASB & TCFD frameworks in April 2023 ● Continued investments in human capital management infrastructure ● Increased financial support to organizations focused on diversity, equality, equity and inclusion efforts, mental health, and wellbeing ● Increased efforts for healthcare professional pipeline development in partnership with clients and universities |
Although the focus of each of our shareholders may differ, AMN’s purpose, long-term strategy, commitment to elimination of equity barriers, pay for performance approach to executive compensation and emphasis on corporate governance and social responsibility were well received.
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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, attended fewer than 75%its Chair or the independent directors as a group. All such communications should be addressed to the attention of our Corporate Secretary at our offices located at 2999 Olympus Blvd., Suite 500, Dallas, Texas 75019. The Corporate Secretary opens and reviews all written communications to the Board, one of its committees or specific director(s) and promptly forwards to the Chair of the aggregateBoard and/or the appropriate Committee Chairperson. The Corporate Secretary will also periodically provide the Chair of the Board, the Committee Chairperson, and the Company’s Chief Executive Officer (if appropriate) with a summary of all such communications and any actions taken 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.
Enterprise Risk Oversight
The Board is responsible for overseeing our enterprise-wide risk management program. In conjunction with this responsibility, the Board addresses our key risks, risk capacity and risk appetite levels that provide the foundation for our overall business strategy and annual goals. The Board believes that overseeing processes for assessing and managing the various risks we face is important to value creation and value preservation for our shareholders. As a result, the Board meets with executive management to oversee the Company’s enterprise risk governance framework and discuss how the Company’s identified key risks impact its long-term strategies and operational execution. This includes (i) at least an annual review by the Board of our Enterprise Risk Management Program and Crisis Management Plan, (ii) at least a quarterly review by the Audit Committee of reports on significant cybersecurity risks and material breaches, if any, (iii) an annual review by the Audit Committee of the Company’s Risk Management program, (iv) quarterly review by the Governance and Compliance Committee of its compliance, ESG and clinical quality programs, and, (v) quarterly reviews of human capital trends by the Compensation Committee.
Purposeful and calculated risk taking is important for us to be competitive and to achieve our long-term goals. Our enterprise risk governance framework reflects a collaborative process where the Board, executive management and other team members apply a disciplined approach to our strategic planning and operational decisions that is designed to balance the opportunities and threats to our business.
As part of our annual strategic planning process, Executive Management and the Board identify the key risks that jeopardize achievement of our strategic plan. Executive Management and the Board discuss our risk tolerance in light of our (i) existing risk capacity, (ii) appetite, if any, to take on additional risk or lessen our risk, (iii) risk velocity and (iv) mitigation factors. The Board’s determination of our key risks and our tolerance for each ultimately influences how we operate our business, including how we allocate resources and make strategic and operational decisions. We also have designed and maintain internal processes and an internal control environment that further facilitates the identification and management of risks, including response readiness processes, such as planning, disaster recovery and business continuity. As an example, in response to a cybersecurity tabletop exercise with the Board, the Company implemented a technology tool to improve business continuity plans and enhance program efficiencies and oversight and created stand-alone crisis communication channels for clients, healthcare professionals and team members. Additionally, in 2022, we reviewed with the Board a crisis notification and board engagement framework, including escalation process levels based on the type and severity of the issue.
In addition to the foregoing, the responsibilities of each of the Board’s standing committees are designed to focus attention on risk areas implicated by its area of expertise, and each committee reports regularly to the Board on its identification and assessment of such risks. For example, throughout 2021 and 2022, the Compensation Committee provided oversight of a human capital infrastructure project designed to mitigate an identified key risk related to talent. All committees play significant roles in carrying out the risk oversight function that typically focus in their areas of expertise. The general risk and oversight functions among the Board and its Committees is as follows. For more detail on the specific oversight and responsibilities of each Committee, see pages 48 - 52.
| CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE: | | AUDIT COMMITTEE: | | COMPENSATION COMMITTEE: |
| | | | |
● Ethics and Compliance Program ● Clinical Quality Program ● ESG Program | | ● Accounting, auditing and financial Controls and Disclosure ● Technology related risks, including cybersecurity ● Enterprise Risk Management process | | ● Compensation Program ● Human Capital Management |
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Corporate Governance
Information Security, Cybersecurity and Data Privacy
Maintaining the privacy and security of the information we create and receive about the Company, our employees, clients, vendors and others is a component of the Company’s enterprise risk management program. We have systems in place to safely receive and store that information and to detect, contain and respond to data security incidents. While everyone at AMN Healthcare plays a part in information security and data privacy, oversight responsibility is shared by the Board, its committees and management.
| Responsible Party | | Oversight area |
| Board | | Oversight of these topics within AMN Healthcare’s enterprise risks |
| Audit Committee | | Primary oversight responsibility for information security and cybersecurity, including internal controls designed to mitigate risks related to these topics |
| Corporate Governance andCompliance Committee | | Primary oversight responsibility for data privacy, including legal and regulatory compliance |
| Management | | Our Chief Information and Digital Officer, Chief Legal Officer and senior members of our information security, risk management and privacy compliance teams are responsible for identifying and managing risks related to these topics and reporting to the respective committee and/or full Board. |
Our program and practices in these areas include the following:
| ● | Frequent Board and Committee Education. Management provides regular updates to the Board, Audit Committee and/ or Governance and Compliance Committee on these topics throughout the year and, at least annually, an information security program review is presented to the full board. In addition, the directors attend educational sessions offered through third party services. |
| ● | Systems and processes. We use a combination of industry-leading tools and technologies to protect AMN Healthcare and the personal information we maintain and operate a proactive threat intelligence program to identify and assess risk. |
| ● | Understanding evolving threats. Our information security team works to understand evolving threats and industry trends. |
| ● | Collaboration with organizations across all industries. We share information and collaborate with organizations across different industries to fight cybercrime and advance capabilities in these areas. |
| ● | Tabletop Exercises involving the Board and Management. We engage in regular tabletop exercises to simulate real-life cybersecurity and data privacy threats to provide our Board and/or management team with the opportunity to practice crisis response and implement policies and processes. |
| ● | Operations Based on Best Practices. We have adopted the National Institute of Standards and Technology (NIST) Cybersecurity Framework to better understand, manage, and reduce our cybersecurity risk and protect our networks and data. |
| ● | Data Privacy Program. We have invested in resources and technology to meet the evolving data privacy regulatory requirements. |
| ● | Regular training and compliance activities for our team members. Our team members receive annual training to understand the behaviors necessary to protect company and personal information and receive annual training on privacy laws and requirements. We also offer ongoing practice and education for team members to recognize and report suspicious activity, including phishing campaigns. |
| ● | Use of third parties. Beyond our in-house capabilities we engage with security and technology vendors to assess our program and test our technical capabilities. |
| ● | Risk Transfer. We maintain insurance coverage to limit our exposure to certain events, including network security matters. |
We continuously assess the risks and changes in the cyber environment and dynamically adjust our program and investments as appropriate. The Company has experienced cyber threats resulting in immaterial cyber incidents and expects cyber threats to continue with varying levels of sophistication. The Audit Committee receives quarterly reports on any notable incidents that may have occurred during the quarter.
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Our Strategic Approach to ESG
We envision a healthy, just, equitable, and sustainable world where all can thrive. We believe it is our responsibility to do our part in bringing this vision to life, which includes fostering a diverse and thriving workforce, leveraging the core of our business to advance health and health equity, and serving as a catalyst in partnership with our stakeholders to get further, faster, together. Recognizing that responsibility, AMN Healthcare is committed to using its unique reach and resources to advance social change and contribute to meet the demands of a more sustainable future. Our approach is premised on our core belief that achieving measurable results in ESG initiatives provides us with a competitive advantage by improving key stakeholder engagement, supporting talent acquisition, engagement, and retention, driving innovation and costs savings while reducing financial and non-financial risks, and improving the health of our workforce and communities. In working to achieve these results, we have embedded health, diversity, equity and inclusion and an ongoing commitment to sustainability into the core of our business strategy to drive shared value and position AMN Healthcare as the employer and strategic partner of choice. As a company steeped in our core values of customer focus, passion, trust, respect, continuous improvement, and innovation, we have always held our operations to high standards, and we are excited to share the progress we have made on our ESG initiatives and commitments.
Our ESG Pillars
Our ESG strategy is focused on four priority areas that matter most to our business and society and where we see the most meaningful opportunities to create a measurable impact in the coming years: (1) Corporate Governance; (2) Health & Wellness, (3) Diversity, Equality, Equity and Inclusion (“DEI”), and (4) Sustainability.
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 | | CORPORATE GOVERNANCE |
| CORPORATE GOVERNANCE |
| | | | |
| | COMMITMENTS | | PROGRESS IN 2022 |
| | | | |
 | | 1. Strong ethics, human rights, data privacy and cybersecurity 2. Comprehensive reporting of financial performance and social & environmental impact 3. Board diversity reflects value chain 4. Political advocacy aligns with our values and ESG goals | | COMPLETED MATERIALITYASSESSMENT  Conducted first materiality assessment integrating feedback from internal and external stakeholders to focus and prioritize ESG issues
ENHANCED TCFD DISCLOSURES AND ESG REPORTING Enhanced TCFD disclosures and conducted scenario analysis Published first ESG report in 2022 aligned with GRI, SASB and TCFD frameworks ESG EDUCATION Provided ESG training for the full Board to promote understanding and alignment on the issues that matter most to our company and the communities in which we conduct business AWARD-WINNING BOARDDIVERSITY 56% of our Board members are women 33% of our Board members are BIPOC COMMITMENT TO ADVANCINGHEALTH EQUITY Inaugural signatory to Healthcare Leadership Council commitment to shared principles aimed at eliminating health disparities |
BOARD OVERSIGHT
The AMN Healthcare Board of Directors sets the tone for our Company’s commitment to our values, ethics, compliance, DEI and other ESG initiatives. The Board exercises active oversight of ESG matters, and the Board and its committees regularly and carefully review key governance documents, including our Corporate Governance Guidelines, Code of Conduct, and Code of Ethics for Senior Financial Officers, to ensure they contain practices that are relevant and support our ESG objectives and the values-based culture we strive to maintain. The foundation of our corporate governance strategy is to promote transparent disclosure to our stakeholders on an ongoing and consistent basis, so we publish these documents, among others, under the “Governance” section of the “Investors Relations” page on the Company’s website at https://ir.amnhealthcare.com/governance/governance-documents. We are happy to provide these materials in print for any stakeholder upon request.
Risk management is an integral component of AMN Healthcare’s business strategy, culture, and operations, so our Board’s oversight role and governance practices continue to evolve to support the resilience of our business and sustainability of our operations. Our strategy focuses on identifying the risks and opportunities, including ESG, that are most relevant to our business and then prioritizing those areas where we can achieve the greatest impact. To support the continuous evolution of these practices, we develop strategies to monitor or mitigate ESG risks, capitalize on opportunities, and disclose our progress to stakeholders on an ongoing and consistent
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basis. Our Governance and Compliance Committee regularly reviews ESG disclosure frameworks, initiatives, policies and disclosures from management. Our Governance and Compliance Committee oversees, and the Board is engaged and receives regular updates on our ESG initiatives. Our Board continues to invest in increasing their collective ESG acumen and expertise. For example, in 2022, the Conference Board ESG Center gave an Expert Briefing to our full Board on “Stakeholder Expectations & the Roles of the Board in ESG.”
Our executive management team sets the tone each day to foster a culture that represents the AMN Healthcare Difference and functions as the foundation for advancing our long-term ESG strategy. To help support our strategy, we have a dedicated team of cross-functional professionals who are focused on ensuring that our day-to-day operations are aligned with our ESG goals and principles.
ETHICS AND COMPLIANCE
Our core values are put into motion and reinforced by our ethics and compliance program’s many components, purposely designed to instill accountability at all levels of the organization. In this regard, our Ethics in Action program manages compliance training and monitors the development and completion of department operational compliance audit plans which are a key risk mitigation tool. For more than a decade, our leadership has appointed Ethics Champions and Records Champions throughout the company to serve as ambassadors of ethics and compliance requirements.
 | | HEALTH AND WELLNESS |
As a healthcare total talent solutions company, AMN Healthcare is empowering the future of care. Critical to our success in helping our clients improve patient outcomes and equal access to healthcare is continually enhancing the well-being of our own team members and other healthcare professionals. Prioritizing the health, safety and wellbeing of our colleagues and healthcare professionals is essential to delivering on our business objectives and is a pillar of our ESG strategy.
| HEALTH AND WELLNESS |
| | | | |
| | COMMITMENTS | | PROGRESS IN 2022 |
| | | | |
 | | 1. Drive health & wellness for our team members & healthcare professionals 2. Increase availability & quality of healthcare for communities 3. Meaningfully help our clients optimize talent management and improve patient experience & outcomes 4. Positively impact social & environmental determinants of health | | HEALTHCARE ACCESS, QUALITY AND EQUITY  Over 250,000 healthcare professional placements in 2022
Increased supply of healthcare professionals through Connetics acquisition, which along with our O’Grady Peyton business, enabled us to place 1,700 nurses from 32 countries globally Over 3,000 interpreters worked over 200 million minutes to provide language services for over 14 million patient encounters Partnered with Remote Area Medical to provide free care clinic to Dallas-Fort Worth area residents In partnership with the International Esperanza Project, our clinicians treated 1,300 patients and provided 127 life changing surgeries, and our team members installed 280 smoke free stoves and 280 water filters, advancing health for families in rural Guatemala CARING FOR OUR TEAM Launched and invested $3 million in AMN Caring for Caregivers Fund Invested additional $2 million in the AMN Team Member Hardship Fun Enhanced company match to 401(k) contributions Health insurance premium waivers |
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CULTURE OF TEAM MEMBER WELLBEING
Throughout the pandemic, we have worked hard to support our front-line healthcare professionals and other team members as our healthcare system was placed under an unprecedented strain. Our commitment to supporting our colleagues’ mental, physical, and economic well-being continued throughout 2022.
To reward our team members’ exceptional performance and provide for their future, during the first six months of 2022, AMN Healthcare enhanced its employer match to 100% of 401(k) and deferred compensation contribution on up to 10% of each team member’s salary for eligible team members and provided a one-time contribution of $3,300 to each of our team members with an active 401(k) or deferred compensation plan financial account as of December 31, 2022. We also demonstrated our support for our team members’ physical well-being by waiving 100% of health insurance premiums for all team members for four months.
We recognize that our team members and healthcare professionals may need extra support in times of crisis. During 2022, we also contributed an additional $2 million into our AMN Team Member Hardship Fund, which we launched in 2021 to provide financial support for team members experiencing extreme financial hardship. In 2022, the AMN Team Member Hardship Fund provided $363,232 to 87 grantees experiencing financial hardship. Also in 2022, we invested $3 million into and launched our AMN Caring for Caregivers Fund to provide similar support to our healthcare professionals. In 2022, its inaugural year, the AMN Caring for Caregivers Fund provided $221,221 to 97 grantees experiencing financial hardship. Through these funds, corporate team members and healthcare professionals can receive financial support for qualifying events such as life-threatening or serious illnesses, natural disasters, funeral costs, or other events causing financial strain. This support is in addition to the insurance and other benefits and employee assistance programs available to support our team members and healthcare professionals.
COMMUNITY HEALTH AND WELLNESS
AMN Healthcare is committed to driving health equity by removing barriers and enhancing patient access to quality healthcare. In 2022, our AMN Healthcare Language Services team continued to meet the demand for language and interpretation services for patients with Limited English Proficiency and hearing-impaired patients, promoting equitable access to healthcare. In 2022, over 3,000 interpreters provided services in over 14 million patient interactions, breaking down language and communication barriers to support access to healthcare and improved outcomes.
AMN Healthcare strives to have a positive impact on health in our global community, which is why we partner with the International Esperanza Project (IEP), a nonprofit dedicated to inspiring hope in developing countries through healthcare, community infrastructure, and education. In 2022, we were able to continue our support of IEP and once again send teams of corporate team members and healthcare professionals to provide essential healthcare services and install clean cookstoves and water purification systems in homes to help drive health and wellness for families in rural communities in Guatemala.
To support healthcare and wellness in our local communities, we continued our support for non-profits such as the Ronald McDonald House, Alzheimer’s Foundation, American Cancer Society and many more through volunteerism and financial contributions. In 2022, we piloted our partnership with Remote Area Medical (“RAM”) that works with healthcare organizations to create large pop-up healthcare clinics in areas with high levels of need. At the Dallas-Fort Worth RAM clinic in December 2022, we partnered with the University of North Texas Health Science Center at Fort Worth, where we provided funding and volunteers which helped serve 538 patients.
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 | | DIVERSITY, EQUALITY, EQUITY AND INCLUSION |
AMN Healthcare is living proof of the power of Diversity, Equality, Equity and Inclusion. We are passionate about bringing diversity to our team, promoting social justice and achieving equity, and are committed to actively engaging in building an organization and society where equality is the norm, equity is achieved, and inclusion is universal so that all can thrive. Our Diversity, Equality, Equity and Inclusion philosophy is grounded in the belief that we should respect all voices, seek diverse perspectives, and succeed when we act together as a positive force for all humanity. We have the opportunity to influence each other, our industry, and our communities by fostering a diverse team.
| DIVERSITY, EQUALITY, EQUITY AND INCLUSION |
| | | | |
| | COMMITMENTS | | PROGRESS IN 2022 |
| | | | |
 | | 1. DEI excellence in all recruiting & hiring for team members & healthcare professionals 2. Representative diversity at ALL levels 3. Equity in compensation and promotion 4. Deeply inclusive culture of belonging 5. Significant diverse supplier spend & economic impact in communities | | DIVERSE REPRESENTATION THROUGHOUT AMN  Increased representation of Leader-level team members from historically underrepresented groups (any combination of BIPOC, LGBTQ+, Disabled, or Veterans) by 52%, from 23% in 2019 to 35% in 2022
69% of our team members and 63% of our leaders are women Representation among team members is approaching parity with US Bureau of Labor statistics on race and ethnicity Initiated collection of EEO-1 data for the Healthcare professionals we employ and place INCLUSION THROUGHERG PARTICIPATION Added two new Employee Resource Groups and increased participation to 39% of team members in 2022 PAY TRANSPARENCY AND EQUITY Implemented enterprise-wide infrastructure to align job functions and compensation Salary transparency for all job postings nationwide INCREASED SPEND WITH DIVERSEAND SMALL SUPPLIERS Spent $961,271,590 with diverse and/or small suppliers in 2022, a 154% increase from 2021 and 472% increase from 2020, promoting economic growth in our communities |
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Our strategy to advance and enhance Diversity, Equality, Equity and Inclusion is built on the three defining pillars of Workforce, Workplace and Marketplace.
CREATING A DIVERSE AND INCLUSIVE WORKFORCE
We would not be able to empower the future of care without our team members, who work tirelessly to ensure that our clients and healthcare professionals have everything they need to deliver quality patient care. As a company we are enriched by the unique voices, backgrounds and perspectives that our team members bring to the organization, and we are proud of the positive impact our diverse team has on the healthcare industry. To ensure workforce diversity that reflects U.S. demographics, we track progress on recruitment, promotion, and retention to ensure compositional diversity and representation of gender, race/ethnicity, sexual orientation, disability, age, and veteran status, across all levels of the organization.
DIVERSITY GROWTH: UNDERREPRESENTED GROUPS AT AMN HEALTHCARE
We believe that our diverse workforce and inclusive environment drives better outcomes which has made us the leader in total talent solutions. We are proud to have made significant progress in hiring and promoting historically underrepresented team members, i.e., BIPOC, LGBTQ+, people with disabilities and veterans, across all levels of AMN Healthcare. Our corporate workforce increasingly reflects the diversity of the communities that we serve, which strengthens us, our clients and our communities.
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Growth of Historically Underrepresented Groups Among AMN Healthcare Team Members 2019 to 2022
| | | | | |
| 2019 | | 2022 | | Change from
2019 to 2022
(%) |
| 34% | TEAM MEMBERS | — | 45% | TEAM MEMBERS | |  | 32% |
| | | | | | | | |
| 37% | INDIVIDUAL CONTRIBUTORS | — | 47% | INDIVIDUAL CONTRIBUTORS | | | 27% |
| | | | | | | | |
| 23% | LEADERS | — | 35% | LEADERS | | | 52% |
| | | | | | | | |
| 18% | DIRECTORS & ABOVE | — | 29% | DIRECTORS & ABOVE | | | 61% |
| | | | | | | | |
The diverse backgrounds and experiences we seek to represent are broad. As of January 2023, we are proud that: 69% of our team members are women; 63% of our leaders are women; 56% of our board of directors are women. Our team is 58% Millennials, 31% Generation X, 6% Baby Boomers, and 5% Generation Z. Additionally, team members that self-identified as veterans, disabled or LGBTQ+ represented approximately 3%, 2%, and 3% of our team, respectively.
For the last six years, AMN Healthcare has been named to the Bloomberg Gender-Equality Index and received a top ranking – 95 out of 100 – in the Human Rights Campaign’s Corporate Equality Index. AMN also received the 2022 National Association of Corporate Directors Diversity, Equity and Inclusion Award, which recognizes top companies and their boards for leveraging the power of DEI to enhance their organization and create long-term, measurable benefit for all stakeholders and communities. We believe that human capital management infrastructure, including our DEI commitment is fundamental to our continued recognition as one of America’s Most Responsible Companies in each of the last three years.
HIRING
AMN Healthcare strives to attract and retain the best talent that supports and aligns with our DEI goals based on the belief that a diverse, inclusive and healthy workforce enables us to best address the needs of our stakeholders. To maintain a diverse workforce reflective of the communities we serve, we are committed to sourcing candidates from historically underrepresented groups and focus our recruitment efforts on hiring team members with a wide range of diverse characteristics including gender, ethnicity, LGBTQ+, disability and military service. We also internally track our hiring, promotion and retention rates to inform our overall progress against achieving DEI targets and to guide our strategy in maintaining an inclusive workforce.
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| Intentional Language in Job Postings |
| |
 | Routine review of job postings to ensure use of neutral language to eliminate unintended barriers to prospective applicants. |
| |
| Diverse Candidate Slates |
| |
| We increased our outreach to both passive and active candidate pools to ensure a diverse slate of candidates for all leadership positions. |
PROMOTION, RETENTION AND TEAM MEMBER ENGAGEMENT
Throughout 2022, approximately 1,200 team members were promoted or transferred internally into new positions, representing one-third of our corporate workforce. Our professional development education assistance program provides reimbursement to our corporate team members to advance their knowledge and skills through certificate and degree programs. We offer leadership development curricula led by our team of learning and talent development professionals for new leaders, called LEAD at AMN, as well as a leadership curriculum for our individual contributors who are seeking leadership positions, our emerging leaders program. In 2022, we also partnered with a university to offer a virtual certificate program for high-potential leaders and expanded access to executive coaching programs. Additionally, we provide a mentorship program to provide a larger group of our team members the opportunity to connect with others across our company to support their development, strengthen their skills, and deepen relationships. Nearly 10% of our team members participated in the mentoring program during 2022 as either a mentor or mentee. These programs are supplemented with professional development resources from third-party vendors and our corporate memberships in large industry associations, to which every team member has access.
In 2022, we continued to prioritize engaging with our team members through live virtual question and answer sessions on a monthly basis, through AMN Live as well as other town halls throughout the year with our Chief Executive Officer and other senior executives. To assess the engagement of our team members and take action to mitigate risks associated with workforce engagement, development and retention, in 2022 we restarted the annual survey that we have historically conducted to assess team member engagement. Based on the feedback we received, which was discussed with our Board, we incorporated several initiatives and areas of focus into our human capital management strategic plan. We then followed up later in the year with a shorter pulse survey. Team member engagement helps to strengthen our retention rate, which was above 85% in 2022, and our highest in the past five years.
| 2018 | | 2022 | | YoY Change (%) |
| 78% | 2018 RETENTION | — | 87% | 2022 RETENTION | | | 12% |
FOSTERING A WORKPLACE CULTURE WHERE ALL CAN THRIVE
Because people are our greatest asset, we remain focused on embedding a culture of inclusion in every aspect of our work to drive engagement.
AMN HEALTHCARE INVESTS IN OUR ERGS
As a total talent solutions company, we understand how important it is to ensure all of our team members feel a deep sense of belonging in the workplace. In 2022, we continued to invest in and grow opportunities for team members to connect and build communities with colleagues. One of the key ways we continue to do this is through our growing Employee Resource Groups (“ERGs”) and our over 100+ Diversity Champions. Our goal in investing in our ERGs and our Diversity Champions is to increase our team members’ individual and collective visibility and leadership, empower inclusion, and strengthen a culture of belonging. Each of these groups is sponsored by members of our executive team who participate in meetings, provide guidance and professional development as well as amplify the voices of team members across levels of the organization.
Our ERGs hold a variety of events throughout the course of the year to raise awareness, enable team members to connect, and build greater understanding of the diverse mosaic that strengthens our company. Our directors and senior leadership understand the integral role ERGs play in driving our DEI priorities and are active participants in educational forums, our multicultural fair and community-based events sponsored by our ERGs and Diversity Champions. In 2022, to further drive our investment in DEI, we
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increased our investment in these groups to over $250,000. We also expanded the number of ERGs from 8 to 10, with the addition of Loving Our Bodies’ Existence (“LOBE”) and Black Women Leading in Inclusion, Excellence, Vision and Education (“BELIEVE”). We are proud that our ERGs enjoy robust participation, with approximately 39% of team members belonging to at least one ERG.
| 10 | | EMPLOYEE RESOURCE
GROUPS | | 39% | | TEAM MEMBER PARTICIPATION |
| | | | | | | | | |
 | |  | |  | |  | |  |
| | | | | | | | | |
OPEN Mental Health Advocacy & Awareness Advocating for mental health awareness and creating a work environment where everyone feels comfortable communicating authentically. | | WISE Wisdom + Insight + Sincerity + Experience Creating positive intergenerational dialogue benefitting team members of the entire Company. | | PRIDE LGBTQ + Allies Engaging with and supporting LGBTQ+ team members and their allies in an inclusive environment. | | BRAVE Be Ready Always – Veterans Enterprise Serving and advocating for military veterans, deployed troops, their families and supporters. | | LOBE (Loving Our Bodies Existence) Promoting body image positivity in the workplace by raising awareness, encouraging openness, and supporting all team members. |
| | | | | | | | | |
 | |  | |  | |  | |  |
| | | | | | | | | |
PAVE Power & Value in Equality Advancing gender diversity and equality enabling women to connect while developing professionally. | | PACT Parents & Caregivers Together Championing working parents and caregiver team members by cultivating an inclusive, welcoming, agile and flexible workplace that ultimately builds trust, improves retention, and fosters innovation. | | SLIDE Strength Lies in Diversity & Equity Enhancing the professional development, career path prospects and leadership opportunities of BIPOC in the workplace. | | LALA Latin American Legacy Alliance Representing, advocating, and celebrating the unique experiences, challenges, and culture of the Latin community. | | BELIEVE Black Women Leading in Inclusion, Excellence, Vision and Education Advancing equity and belonging with a focus on Black women by engaging a network of allies to attract, retain, empower and inspire Black women to achieve their fullest potential across the spectrum of professional development nurtured by AMN Healthcare leadership. |
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DEI EDUCATION
We offer a variety of courses through our LinkedIn Learning Library on several DEI topics. Currently, new team members are assigned an Inclusive Communications course which includes elements of unconscious bias. Additionally, newly promoted and newly hired leaders are required to complete an Inclusive Leadership course that centers learning around diversity, equity, and inclusion within leadership
Inclusive Communication Training for all Team Members  Working with team members to build awareness, recognize blind spots based on mistaken, incomplete, or inaccurate assumptions, and embrace diversity.
|
Inclusive Leadership Course for all Leaders Live, four-hour mandatory DEI training for all leaders at the Company on inclusive leadership. |
ADVANCING DIVERSITY, EQUALITY, EQUITY AND INCLUSION IN THE MARKETPLACE
Our commitment to DEI extends to our supplier partners and our community health partners. We actively engage diverse suppliers and identify new opportunities to support and grow small, minority, women, LGBTQ+, and veteran-owned businesses. By prioritizing supplier diversity, we positively impact the overall socio-economic health of the communities we serve.
SUPPLIER DIVERSITY
AMN Healthcare is focused on economic growth and creating work opportunities in line with our purpose of helping others achieve their personal and professional goals. We believe that equitable business opportunities contribute to a more equitable world, so we actively facilitate business partnerships with diverse vendors and suppliers by identifying business opportunities and partnerships that support small, minority, women, veteran, and LGBTQ+ owned businesses.
We understand that through supplier diversity, we have an opportunity to benefit the overall socioeconomic health of the communities we serve, so we increased our diverse and small supplier spend to $961,271,589 for 2022, continued funding our pledge of 100 minority-owned business certifications, and expanded our Vendor Development Program. In recognition of AMN Healthcare’s efforts to increase our spend with Minority-owned Business Enterprises, we were named Prime Supplier of the Year by the Western Regional Minority Supplier Development Council in 2022.
GIVING BACK
In addition to the work we do every day at AMN Healthcare, we reinforce our mission to empower the future of care and foster a stronger, more cohesive society through community service and charitable giving. We are proud to support and partner with nonprofits that are dedicated to encouraging diversity and driving equity, as we share those values. We have committed to supporting nonprofits that align with our holistic approach and goals toward health equity. We also recognize that AMN Healthcare is at its best when team members have the opportunity to support causes they care about. That is why we offer eight hours of paid time off for volunteering to our team members and encourage them to give back to their communities in personally meaningful ways. Being a healthcare industry leader demands purpose, a commitment to serve our communities, and the drive to use our resources for the greater good. To this end, we strive to create a meaningful impact and actively engage in philanthropy and community service to create a stronger, more cohesive society that supports our purpose and mission. Our core values act as a compass to our commitment to corporate social responsibility, and we align our charitable giving efforts with these values to help organizations and communities flourish. In 2022, we committed an additional $1.8 million to advance healthcare workforce pipeline, diversity, resilience, and wellness, and we contributed $1.1 million to nonprofits focused on health equity, wellness, DEI, and healthcare workforce (including $200,000 of the $1.8 million commitment noted just above). Our goal is to have a positive impact on the health and well-being of all our stakeholders.
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Below are some of the additional non-profit organizations we supported over the past year:
 | | Sustainability |
| SUSTAINABILITY |
| | | | |
| | COMMITMENTS | | PROGRESS IN 2022 |
| | | | |
 | | 1. Reduce our operational footprint to zero in market-based CO2 emissions (Scopes 1 and 2) by end of 2024 2. Set Scope 3 (value chain) GHG emissions Science-Based Target by end of 2024 3. Water & Waste footprints measured by 2023. Targets set by end of 2024 | | 34% EMISSION REDUCTION  Reduced Scope 1 & 2 GHGE by 34% from 2019 baseline year
MEASURED
ENVIRONMENTAL IMPACT Measured water and waste footprints for 2020, 2021, and 2022 Measured full Scope 1, 2, and 3 GHGE for 2020, 2021, and 2022 |
AMN Healthcare is committed to significantly reducing our environmental impact across our own operations, accelerating our value chain’s sustainability journey, and catalyzing a healthy, sustainable, and regenerative future where all can thrive. As part of our commitment to embed sustainability in our business, we monitor emerging ESG risks and opportunities. Building off our last two TCFD reports, we conducted a TCFD gap analysis, conducted a physical and transition risk analysis, identified business impact (risks and opportunities) to inform strategic planning and our enhanced 2022 TCFD report. For more detail, please see our 2022 TCFD report, which is located in our 2022 ESG Report.
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MEASURING SCOPE 1, 2 AND 3 GREENHOUSE GAS EMISSIONS
Addressing our shareholders’ and other stakeholders’ calls for greater transparency surrounding environmental and social impact, and building from our baseline (2019) operational greenhouse gas emissions (“GHGE”) inventory which we conducted in 2021, we have calculated our full operational (Scope 1 and Scope 2) and value chain (Scope 3) GHGE for 2020, 2021, and 2022 – as well as our operational waste and water footprints. Please see our 2022 ESG Report for more detail.
SELECT AWARDS AND RECOGNITION
| NACD | | WOMEN’S FORUM OF NEW YORK | | BLOOMBERG |
Winner – Diversity, Equity & Inclusion Award – Public Company – Mid-Cap 2022 
| | Corporate Champion Honoree for Over 40% Female Board Representation, 2017-2023 (biennial) 
| | Gender Equality Index
2018-2023 
|
| HUMAN RIGHTS CAMPAIGN | | NEWSWEEK | | FORBES |
Corporate Equality Index
2018-2022 
| | America’s Most Responsible
Companies 2020-2023 
| | America’s Best Large Employers 2022 America’s Best Employers for Women 2022 
|
 | |  | |  |
ESG-Linked Performance Pay
At AMN Healthcare, we integrate ESG goals into executive compensation. Specifically, the Company holds leadership accountable for executing on our ESG-related commitments by integrating achievement of ESG-related objectives into leadership metrics that comprise a portion of the “Leadership” component that makes up 30% of our senior executives’ target annual cash incentive bonus. In determining the ESG component, the Compensation Committee considers the Company’s performance and progress on certain ESG initiatives.
For 2022, these initiatives included, among other things, increasing representation of historically underrepresented groups, including women, in leadership roles, overseeing an enterprise-wide review of pay equity, leadership of our Employee Resource Groups, philanthropic leadership through board service, and the completion of an ESG materiality assessment.
In 2022, AMN Healthcare made significant progress in each of these and other ESG initiatives which the Compensation Committee determined significantly exceeded our goals. Among other achievements for 2022, the Company under its executive leadership:
| ● | Received multiple national and regional awards and recognition for DEI leadership |
| |
| ● | Increased team member representation of underrepresented groups, including women, in management-level roles |
| |
| ● | Expanded the quantity and membership of our Employee Resource Groups |
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| ● | Expanded philanthropic leadership through board service, giving and volunteering programs |
| |
| ● | Completed a materiality assessment to facilitate prioritization and implementation of ESG initiatives. |
Political Activity and Trade Associations
Our executive management reports annually to the Governance and Compliance Committee regarding compliance and overall strategic priorities for political and policy lobbying and political contributions that align with AMN’s long-term corporate strategy.
AMN makes limited direct political contributions to U.S. state and local candidates in accordance with our Corporate Political Activities Policy. AMN occasionally participates in the political process by providing financial support to state or local ballot initiatives relating to specific issues that have a direct impact on our businesses. AMN did not make any such contributions in 2022. As with every other aspect of our political involvement, AMN’s participation is guided by our purpose and values and is fully reported in accordance with governing laws. AMN does not make political contributions outside the United States.
From time to time, we engage in discussions with all levels of governments, industry associations, and coalitions on public policy and regulatory issues. When we determine it is in the best interest of our company, we work with lobbyists, trade associations, and government officials to provide information and perspective to support our point of view.
As part of our engagement in the public policy process, we participate in certain industry trade organizations representing the interests of the healthcare, healthcare workforce, staffing industry, and the broader business community with purposes that include, but are not limited to education about the industry, issues affecting the industry, and industry best practices and standards. We may not always support every position taken by our trade associations or the other members, however, we believe our participation in these organizations makes us more effective and broadens our perspective on policy issues critical to our industry, our company, our customers, and our communities.
Our complete Corporate Political Activities Policy can be found on our website at https://ir.amnhealthcare.com/governance/governance-documents.com.
Policies and Procedures Governing Conflicts of Interest and Related Party Transactions
Our Corporate Governance Guidelines, Code of Conduct and Related Party Transactions Policy collectively establish the Company’s procedures related to conflicts of interest and related party transactions.
Under these policies, directors and executive officers must notify the Company’s Chief Legal Officer in advance of any potential “related party transaction” that the Company would be required to disclose publicly under Item 404 of Regulation S-K promulgated under the Securities Exchange Act of 1934. Potential related party transactions involving the Chief Legal Officer must be disclosed to the CEO. If the Chief Legal Officer or CEO, as the case may be, determines that a potential related party transaction would be an actual related party transaction, if consummated, such matter must be referred to the Governance and Compliance Committee for review and approval. Any transaction involving a director, regardless of amount, must be referred to the Governance and Compliance Committee. The Governance and Compliance Committee may approve the transaction if it determines that consummation of the transaction is in the best interests of the Company’s shareholders.
Further, our policies require our directors and executive officers to avoid any action, position or interest that conflicts with an interest of the Company or gives the appearance of a conflict. Any potential conflict of interest involving our directors or executive officers must be reported in advance to the Chairman of the Board and Chief Legal Officer. If the Chief Legal Officer determines that an actual conflict of interest may exist, then the matter must be referred to the Governance and Compliance Committee for review.
Certain Transactions
In determining whether directors are independent, the Board considered Ms. Fontenot’s role as an independent director at Orlando Health, Inc. The Board also considered Ms. Fontenot’s prior role as an independent director of LHC Group, Inc., where she served as an independent director from 2019 until the company was acquired by United Healthcare and the board was disbanded in February 2023. In 2022, we continued commercial relationships with LHC Group and Orlando Health that existed before Ms. Fontenot joined the Board under which the Company provides clinical staffing and language services to LHC Group and Orlando Health. The approximately $800 thousand and $6.5 million in fees that we received from LHC Group and Orlando Health, respectively, in 2022 were negotiated on an arm’s-length basis and are within the categorical independence standards that the Board has adopted. Neither relationship prevents Ms. Fontenot from qualifying as an independent director under the categorical independence standards, and the Board considers Ms. Fontenot to be an independent director.
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Table of Contents
Corporate Governance
Board and Committee Structure
Board Leadership Structure
The Board has carefully considered its leadership structure, including whether the role of Chair should be a non-executive position or be combined with that of the CEO. Following due consideration, the Board continues to conclude that maintaining an independent chair best positions the Board to promote shareholders’ interests and contribute to the Board’s overall efficiency and effectiveness. As announced on October 31, 2022, Ms. Grace joined the Company on November 28, 2022, as our President and Chief Executive Officer and a member of our Board. As our CEO, Ms. Grace, is responsible for working with the Board in setting our strategic direction and our day-to-day leadership and performance, while the Chair of the Board, Mr. Wheat, leads the Board in overseeing our strategy, provides guidance to our CEO and presides over meetings of the Board (held during the period for which he or she has been a director) and (ii) the numberBoard.
Douglas D. Wheat | | Chair of the Board The Board has selected Douglas D. Wheat to serve as its independent Chair because he: ● Brings unique and extensive board leadership experience that effectively allows him to lead our high-performing Board by keeping it focused on key areas of oversight, coordinating across committees and facilitating effective communication among directors and the Company’s executive management; ● Fosters a productive relationship between the Board and the Company’s CEO by providing a sounding board with candid, constructive feedback from the Board to the Company’s executive management team; ● Is deeply committed to our values and mission while driving long-term shareholder value; ● Increases the independent oversight of the Company and partners with the Compensation Committee to oversee the performance and compensation of our CEO; ● Acts as an independent spokesperson for the Company to our shareholders; and ● Has significant experience serving AMN Healthcare under different operating environments, management teams and financial market cycles, affording a unique and valuable ability to provide support to the Company’s new CEO. |
Duties of Our Chairman ● Serves as Chair of regular sessions of the Board and manages the overall Board process. ● Leads the Board in anticipating and responding to crises. ● Oversees and monitors Board engagement to ensure our directors are in-tune with issues of our dynamic industry and the evolving landscape. ● Supports the Governance and Compliance Committee with board refreshment and executive leadership succession. ● Models the culture and values expected of all directors. ● Conducts individual meetings with other directors, including the CEO, to encourage open communication, collaboration and differences in perspective. ● Evaluates overall Board effectiveness, with emphasis on identifying areas of enhancement, development and/or furtherance and communicating these observations to the Board for discussion. ● Represents the Board on occasions where it is important for the Board to respond on matters independently from or in concert with the Company’s executive management team. ● Provides guidance and direction to the CEO and executive management team. ● Engages with shareholders and presides over the Company’s Annual Meeting of Shareholders. Also recommends to the Board an agenda to be followed at the Annual Meeting. |
Table of meetings held by all committees of the Board (during the periods that he or she served on such committees). All of our then-serving directors attended our 2019 Annual Meeting of Shareholders.Contents
Corporate Governance
Committees of the Board
We have standing Audit, Corporate Governance and Compliance and Compensation Committees. We also have an Executive Committee that meets periodically, as necessary, to oversee the Company’s business development and Executive Committees.capital allocation strategy. Additionally, shortly after Ms. Salka announced her intention to retire on March 10, 2022, the Board formed a CEO Search Committee to oversee the CEO succession process and engage a search firm to evaluate internal and external candidates. The Board committeesCommittees are chaired by independent directors, each of whom report to the Board at meetings on the activities and decisions made by their respective committees. The Board makes committee assignments and designates committee chairs based on a director’s independence, knowledge, and areas of expertise. We believe this structure helps facilitate efficient decision-making and communication among our directors and fosters efficient Board functioning at Board meetings.
In line with our value of continuous improvement, the directors conduct an evaluation of the performance of the Board and each of the committees on an annual
basis. Additionally, on abi-annual basis, the Governance and Compliance Chairman has individual conversations with the directors specifically regarding their board performance and board composition. We describe the current functions and members of each committee below. A more detailed description of the function,functions, duties and responsibilities of the Audit, Corporate Governance and Compliance and Compensation Committees is included in each Committee’s charter and available in the link entitled “Corporate Governance”“Governance” located within the “Investor Relations” tab of our website atwww.amnhealthcare.com.
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AMN HEALTHCARE SERVICES, INC.
| | 2020 Proxy Statement
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34% reduction in Scope 1 & 2 GHGe
5x salary
