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Proxy Statement SummaryVoting Roadmap

CURRENT BOARD COMPOSITION

OUR KEY CORPORATE GOVERNANCE PRACTICES

PracticeAge		DescriptionTenure		Diversity
Proxy Access		Our Bylaws contain meaningful proxy access features that are consistent with market practice and were developed through shareholder conversations.

Proposal 2	Advisory Vote to Approve Named Executive Officer Compensation
	Majority Voting in Uncontested Elections		Director nominees must receiveThe Board of Directors recommends a vote “FOR” the affirmative vote of a majorityapproval, on an advisory basis, of the votes cast in order to be elected to the Board in uncontested elections.
Director Resignation Policy		Our Director Resignation Policy requires an incumbent director to tender his or her resignation if he or she receives more votes “Against” his or her election than votes “For” his or her election in an uncontested election.
Board Aggregate Tenure Policy		Our Board has committed that it will maintain an average tenure for independent board directors of less than ten years.
No “Poison Pill”		We do not have a shareholder rights plan or “poison pill” and no shareholder rights plan shall be adopted unless it is approved by a majority of the independent directors of the Board.
Annual Election of Directors		All directors must be nominated and re-elected each year.
Shareholder Engagement Program		We engage in a formal outreach program to provide us an opportunity to gain valuable insight from our shareholders on corporate governance matters that are most important to them. To consistently act in the best long-term interests of our shareholders, we continuously evaluate and act on, when appropriate, shareholder feedback.
Human Rights Policy		To further our core values and reflect our commitment to human rights in our relationships with our clients, team members, vendors and communities, we have adopted a Human Rights Policy.

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Proxy Statement Summary

2020 ESG HIGHLIGHTS

We aim to deliver long-term sustainable value to our stakeholders by promoting a diverse, inclusive, and supportive culture that inspires innovation and fosters trust at all levels of our organization and within the communities we serve. Our work focuses on investing and developing our talent and communities and reducing our environmental impact.

CORPORATE GOVERNANCE		CORPORATE SUSTAINABILITY
		•  Continued progress towards our energy, greenhouse gas, water and waste reduction goals •  Accelerated digital transformation strategy
HUMAN CAPITAL MANAGEMENT		COMMUNITY ENGAGEMENT
		•  Supported social justice nonprofits focused on civic engagement related to racial equity •  Virtual volunteerism, charity races and fundraising •  Distributed thousands of International Esparanza Foundation Guatemala cloth masks to team members and healthcare professionals •  Established the AMN Healthcare Impact Fund to support our charitable efforts

RECENT RECOGNITION

2018 - 2021		2019 - 2021		2020 - 2021
Bloomberg Gender Equality Index		Human Rights Campaign Corporate Equality Index		Newsweek America’s Most Responsible Companies
2020		2019		2019
Forbes America’s Best Employers for Women		PILLAR Corporate Diversity Achievement		Womens Forum of New York Gender Parity in Boardroom

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Proxy Statement Summary

OUR FINANCIAL PERFORMANCE

RECORD REVENUE $2.39B 2020		NET INCOME $70.7M 2020		RECORD ADJUSTED EBITDA(1) $320.7M 2020

OUR TOTAL RETURN VS. RUSSELL 2000 AND S&P 500

3 YEAR TOTAL RETURN (%)pursuant to the compensation disclosure rules of the SEC.	5 YEAR TOTAL RETURN (%)	10 YEAR TOTAL RETURN (%)
	See page 56

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TableOur executive compensation program adopts a pay-for-performance philosophy structured to balance near-term results with the Company’s long-term success that enables us to attract, retain and appropriately reward our executive team for delivering shareholder value. The Executive Compensation portion of Contentsthis proxy statement contains a detailed description of our compensation philosophy and programs, the compensation decisions made under those programs with regard to our named executive officers (“NEOs

Proxy Statement Summary

CEO COMPENSATION PAY MIX

”) for 2023, and the factors considered by the Talent and Compensation Committee in making those decisions. The illustration below provides a summaryBoard of the componentsDirectors recommends shareholder approval of the compensation paid to our Chief Executive Officer.

PAY FOR PERFORMANCE ALIGNMENT

NEOs as disclosed in this proxy statement.

	CEO COMPENSATION VS. ADJUSTED EBITDA	Base Salary ●Fixed base of cash compensation
		Annual Cash Incentive Bonus ●One-year performance period, aligned with our strategic priorities ●70% of target values are directly tied to measurable financial measures (known as the “Financial” component) ●30% of target values are directly tied to non-financial factors (known as the “Leadership” component)
		Equity/Long-Term Incentive ●Three-year performance/vesting period ●Actual payout dependent upon long-term financial and stock performance and retention
		All Other Compensation

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Proxy Voting Roadmap

Our Total Return vs. Russell 2000

3 Year Total Return (%)		5 Year Total Return (%)		10 Year Total Return (%)

Pay Aligned with Financial Performance

CEO Compensation vs Revenue(1)		CEO Compensation vs Adjusted EBITDA(1)

Say-on-Pay Results

CONSISTENTLY HIGH SAY-ON-PAY RESULTS

In 2023, we received 92% of votes in favor of our Say-on-Pay proposal (based on shares voting). Since 2014,2015, our Say-on-Pay results have averaged 96%95% (based on shares voting), which we believe reflects our pay-for-performance philosophy and level of engagement with our shareholders.

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KEY EXECUTIVE COMPENSATION PRACTICES

Voting Roadmap

Practice Proposal 3	Ratification of the Appointment of Our Independent Registered Public Accounting Firm	Description
	Balanced Approach toPerformance-based Pay		Performance-based awards are tied toThe Board of Directors recommends a vote “FOR” the achievement of financial objectives, including revenue, adjusted EBITDA, adjusted EBITDA margin and total shareholder return, as well as strategic leadership and human capital management objectives.
Three-Year PerformancePeriods and VestSchedules		The performance periods and vest schedules for our equity awards span three years to promote a long-term approach to the achievement of strategic and financial objectives.
Balanced Mix of PayComponents		Target compensation mix is not overly weighted toward annual incentive awards and balances cash and long-term equity awards in accordance with certain financial or non-financial metrics that align with our short and long-term strategic goals.
CEO Compensation at Risk		In 2020, approximately 81% of our CEO’s target compensation was variable and at risk.
Equity OwnershipGuidelines		CEO → 5x salary Named executive officers → 2x salary Other membersratification of the CEO Committee (CEO’s direct reports) → 1.5x salary
Executive CompensationPhilosophyappointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.		Reflects our commitment to equal pay principles and a values-based culture.
“Double-Trigger” Change-in-Control Arrangements		Beginning in 2019, our equity agreements include “double-trigger” mechanisms to align with our executive severance agreements, which have historically included “double-trigger” mechanisms.

PROPOSAL 3	ADVISORY VOTE ON THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES OUR BOARD RECOMMENDS THAT YOU VOTE FOR EVERY YEARFOR THIS PROPOSAL.	More information onSee page 78.
	102

In February 2024, the Audit Committee appointed KPMG LLP (“KPMG”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. KPMG has been retained as the Company’s independent registered public accounting firm continuously since 2001. The Audit Committee is directly involved in the annual review and engagement of KPMG to ensure continuing audit independence, and the Audit Committee and the Board believe that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. See “Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees” on page 103 and “Report of the Audit Committee of the Board of Directors” on page 103. Representatives of KPMG are expected to participate in the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

PROPOSAL Proposal 4	RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM OUR BOARD RECOMMENDS THAT YOU VOTE FORTHIS PROPOSAL. Approval of a Proposed Amendment and Restatement of Our Certificate of Incorporation to Provide for Officer Exculpation	More information on page 79.
	The Board of Directors recommends a vote “FOR” the approval of a proposed amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as permitted by Delaware law.		See page 105
PROPOSAL 5	SHAREHOLDER PROPOSAL OUR BOARD RECOMMENDS THAT YOU VOTE AGAINSTTHIS PROPOSAL.	More information on page 81.

Effective August 1, 2022, the State of Delaware, which is the Company’s state of incorporation, enacted legislation that permits Delaware companies to limit the liability of certain of their officers in limited circumstances. In light of this update, we are proposing to amend and restate the Company’s Amended and Restated Certificate of Incorporation to authorize exculpating certain of the Company’s officers from liability in certain specific circumstances, as permitted by Delaware law. After careful consideration, the Board determined that it is in the best interests of the Company and our shareholders to amend and restate the Company’s Amended and Restated Certificate of Incorporation as described herein.

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Corporate Governance Proposal 1	Election of Our Directors
	The Board of Directors recommends a vote FOR the election of each of the director nominees.

PROPOSAL 1: ELECTION OF OUR DIRECTORS

Eight directors are to be elected at our 20212024 Annual Meeting of Shareholders (the “Annual Meeting”) to hold office until our next annual meeting or until their successors are duly elected and qualified, or until the director retires, resigns, is removed or becomes disqualified. In late February 2021,2024, one of our directors, Dr. Michael M.E. Johns,Ms. Martha Marsh, informed the Board of hisher decision not to stand for re-election at the Annual Meeting. As a result of Dr. John’sMs. Marsh’s decision not to stand for re-election, the Board approved a decrease in its size to eight members, effective upon the election of the Company’s directors at the Annual Meeting.

The proxy will be voted in accordance with the directions stated on the card, or, if no directions are stated, for election of each of the eight nominees listed below. Upon the recommendation of the Board’s Corporate Governance and Compliance Committee (the “Governance and Compliance Committee”), the Board has nominated for election the eight directors listed below, all of whom are currently serving as directors on our Board. The director nominees for election are willing to be duly elected and to serve. If any such nominee is not a candidate for election at the Annual Meeting, an event that the Board does not anticipate, the proxies may be voted for a substitute nominee(s). The business experience, board service, qualifications and affiliations of our director nominees are set forth below. We believe we have a slate of director nominees that are well-positioned to represent our shareholders and oversee the Company’s strategy, business operations and financial strength.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

AMN Healthcare Board of Directors

AMN HEALTHCARE BOARD OF DIRECTORS

The Board believes that incumbent directors should not expect to be re-nominated annually. In determining whether to recommend a director for re-election, the Governance and Compliance Committee considers the needs of the Company and the diversity of the Board and believes that our directors should satisfy several qualifications, including but not limited to, demonstrated integrity, a record of personal accomplishment, the director’s overall engagement in board activities, the results of the annual Board evaluation and other attributes that are discussed further in our Corporate Governance Guidelines (the “Governance Guidelines”) and in the “Evaluation of Board Composition and Director Nomination Process” section below.

The Board also endeavors to representrepresents a range of characteristics, skills and experiences in areas that are relevant to and contribute to the Board’s oversight of the Company’s strategic objectives. Followingobjectives and to reflect a diversity of personal backgrounds. Diversity of race, ethnicity, gender and age are taken into account in director nominations. We believe a diverse organization, including our Board, leads to innovation and successful outcomes. Below, we include the biographicaldemographic information for each director nominee weand describe the key experiences, qualifications, skills and attributes the director nominee brings to the boardBoard that, for reasons discussed in the chart below, are important to our businesses and strategic objectives. The Board considered these key experiences, qualifications, skills and attributes and the nominees’ other qualifications in determining to recommend that they be nominated for election.

Director Nominee Snapshot

Independent Director Tenure		Age		Gender Diversity		Racial Diversity		Independence
Average Less than 10 years		Average 65 years		50% Female		38% BIPOC		88% Independent Directors

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Skills and Experience

Skills, Competency or Attribute		Caballero	Foletta	Fontenot	Grace	Harris	Jones	Trent- Adams	Wheat
	Healthcare Industry		✓	✓	✓	✓	✓	✓
	C-Suite Leadership		✓	✓	✓	✓	✓	✓
	Finance/Audit	✓	✓	✓	✓				✓
	Legal/Risk Management	✓	✓		✓	✓			✓
	Mergers & Acquisitions	✓			✓	✓			✓
	Human Capital Management			✓	✓			✓
	Government/Policy Advocacy			✓				✓
	Digital/Technology				✓		✓
Demographic Background
Tenure		2	11	4	1	18	5	3	24
Gender		M	M	F	F	M	F	F	M
Race/Ethnicity
African American or Black							✓	✓
Hispanic or Latinx		✓
White			✓	✓	✓	✓			✓

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	HEALTHCARE INDUSTRY As the leader in total talent healthcare solutions, weHealthcare 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 as well as our industry compliance obligations. professionals.
	C-SUITE LEADERSHIP C-Suite Leadership
We believe that directors who have served in senior leadershipexecutive 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.
	MERGERSFinance/Audit
We are committed to strong financial discipline, effective allocation of capital and accurate disclosure practices. We believe that financial expertise on the Board is instrumental to our success.
	Legal/Risk Management
We operate in a constantly changing and increasingly complex regulatory environment. Directors with regulatory compliance oversight and enterprise risk management experience play an important role in the Board’s ability to oversee our enterprise risk management program and legal and compliance risks.
	Mergers & ACQUISITIONS 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 allocationHuman Capital Management
We have a large and diverse workforce which represents one of capital and accurate disclosure practices.our key resources as well as one of our largest expenses. We believe experience in managing a large workforce is important to ensure that financial expertise on the Board is instrumentalwe have sufficient talent, robust development and retention practices and maintain our commitment to our success. diversity, equity and inclusion.
	LEGAL/RISK MANAGEMENT We operate in a constantly changing and increasingly complex regulatory environment. Directors with regulatory compliance oversight and risk management experience play an important role in the Board’s ability to oversee key enterprise risks. Government/Policy Advocacy
		GOVERNMENT/POLICY ADVOCACY We operate in a changing healthcare industry. State and federal government experience and an understanding of policy development enhance the Board’s ability to provide effective oversight impacting byof government policy and regulations. regulatory risk.
	DIGITAL/TECHNOLOGY 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-relatedtechnology 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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Director Biographies

DIRECTOR NOMINEE SNAPSHOT

The illustrationSet forth below summarizes the key experience, qualifications and attributes for each director nominee and highlights the balanced mix of experience, qualifications and attributesis a brief description of the Board as a whole. This high-level summary is not intended to be an exhaustive listbackgrounds and qualifications of each director. These, along with the skills and experience described earlier in this section, led the Board to conclude that the director nominee’s skills or contributions toshould be nominated for election at the Board.2024 Annual Meeting.

Jorge A. Caballero | 67 Committee: Audit Committee (Financial Expert); Corporate Governance and Compliance Committee (Chair) Director Since: 2021

Skills & Qualifications: Finance/Audit | Mergers & Acquisitions | Legal/Risk Management

	Qualification Highlights ●Managing Partner of Deloitte’s Business Tax Services U.S.-India practice (2016 – 2019) ●New Jersey Tax Managing Partner of Deloitte (2003 – 2011) ●Assistant Vice President of Tax of Beneficial Corporation, a consumer finance company that was acquired by Household International, Inc. in 1998 (1983 – 1986)
	Board Experience ●Deloitte Tax LLP, a global professional services firm and one of the Big Four accounting firms, where he was the Chief Diversity Officer (2009 – 2016) ●United Way of Essex and West Hudson in New Jersey, a non-profit organization where he served as the chair of Board of Directors and Finance Committee (2003 – 2019) ●The College of New Jersey, where he served as the chair of the Board of Directors, Finance Committee, and Audit and Risk Management Committee (2007 – 2019) ●Jersey Battered Women’s Service, a private, non-profit agency, where he served as the chair of the Finance, Human Resources, and Infrastructure Committees (1993 – 2001)
	Mr. Caballero brings to the Board significant public company accounting and financial reporting expertise and a top-level perspective in organizational management. Mr. Caballero’s career has provided him with practical knowledge of executive management of complex, global businesses and extensive experience in a wide range of financial and accounting matters including management of global financial operations, financial oversight, risk management and the alignment of financial and strategic initiatives. Mr. Caballero also brings deep corporate governance experience through his work with public and private companies and in his board leadership positions at Deloitte and extensive experience in mergers and acquisitions, a critical component to the Company’s growth strategy. The Board has determined that Mr. Caballero qualifies as an audit committee financial expert and has appointed him to the Audit Committee. Mr. Caballero serves as the Chair of the Corporate Governance and Compliance Committee.

Mark G. Foletta | 63 Committee: Audit Committee (Financial Expert); Talent and Compensation Committee Director Since: 2012

Skills & Qualifications: Finance/Audit | Healthcare Industry | C-Suite Leadership | Legal/Risk Management

	Qualification Highlights ●Executive Vice President and Chief Financial Officer of Tocagen Inc., a brain cancer biotechnology company (February 2017 until its acquisition by Forte Biosciences, Inc. in March 2020) ●Interim Chief Financial Officer of Biocept, Inc., a publicly traded diagnostics company (August 2015 – July 2016) ●Senior Vice President, Finance and Chief Financial Officer of Amylin Pharmaceuticals, Inc. (March 2006 – October 2012) ●Vice President, Finance and Chief Financial Officer of Amylin (March 2000 – March 2006) ●Certified Public Accountant (inactive) and a member of the Corporate Directors Forum
	Board Experience ●DexCom, Inc., a publicly traded diabetes care technology company, where he is the Lead Independent Director (November 2014 – present) ●Enanta Pharmaceuticals, a publicly traded biotechnology company, where he is the Chair of the Audit Committee (June 2020 – present) ●Regulus Therapeutics Inc., where he served as Chair of the Audit Committee and a member of the Nominating and Governance Committee (February 2013 – June 2018) ●Viacyte, Inc., a privately held company (sold in 2022) ●Ambit Biosciences Corporation, where he served as Chair of the Audit Committee (sold in 2014) ●Anadys Pharmaceuticals, Inc. (sold in 2011)
	Mr. Foletta brings to the Board considerable audit, financial, healthcare and enterprise risk management experience as both an executive officer and director of healthcare companies. Mr. Foletta assisted with developing and launching the initial enterprise risk management assessment at Amylin Pharmaceuticals and guided the launch of the initial risk management assessment at both Regulus and DexCom. Mr. Foletta’s prior experience as a public company CFO provides the Board with extensive public company accounting and financial reporting expertise to guide the Company’s commitment to strong financial discipline, effective allocation of capital and accurate disclosure practices. The Board has determined that Mr. Foletta qualifies as an audit committee financial expert and has appointed him to the Audit Committee.

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Teri G. Fontenot | 70 Committee: Audit Committee (Chair) (Financial Expert) Director Since: 2019

Skills & Qualifications: Finance/Audit | Healthcare Industry | Government/Policy Advocacy | C-Suite Leadership | Human Capital Management

	Qualification Highlights ●President and CEO of Woman’s Hospital, the largest independently-owned women’s and infant’s hospital in the United States providing comprehensive subspecialty services to women (March 1996 – March 2019) ●Chief Financial Officer and Executive Vice President of Woman’s Hospital (1992 – 1996) ●Chief Financial Officer of three other hospitals located in Louisiana and Florida prior to joining Woman’s Hospital (1985 – 1992) ●Certified Public Accountant (inactive) ●Advisory Committee on Research on Women’s Health for the National Institutes of Health (1999 – 2005)
	Board Experience ●Amerisafe, Inc., a publicly traded specialty provider of workers’ compensation insurance, where she serves on the Audit, Risk and Governance Committees (June 2016 – present) ●Orlando Health, Inc., a not-for-profit organization, where she serves on the Executive and Clinical Quality Committees (September 2021 – present) ●Baton Rouge Water Company (2009 – Present) and Dynamic Access Therapy (May 2021 – present) both privately held companies ●LHC Group, Inc., a publicly traded in-home healthcare services company, where she served on the Clinical Quality and Corporate Development Committees and as Chair of the Audit Committee (2019 until its sale to United Healthcare in February 2023) ●Landauer (a formerly publicly traded company), where she served on its Audit and Governance Committee, until its sale in 2017 ●PELITAS, a privately held company (June 2021 until its sale in 2022) ●Sixth District Federal Reserve Bank of Atlanta, including as its Audit Committee chair for two years (2004 – 2009) ●Served on numerous healthcare boards at a local, state and national level, including the Board of Directors of the Louisiana Hospital Association, and the American Hospital Association where she served as Chairperson (2012)
	Ms. Fontenot brings substantial operational and strategic experience in the healthcare industry as a former chief executive officer and chief financial officer of four healthcare institutions and as a board member for healthcare-related organizations. Ms. Fontenot’s more than 30 years in healthcare and finance leadership provides valuable insights into the Company’s strategic discussions regarding the dynamic economic environment and healthcare industry and continued development of client-centric total talent solutions. The Board has determined that Ms. Fontenot qualifies as an audit committee financial expert and has appointed her as Chair of the Audit Committee.

Cary Grace | 55 Committee: Executive Committee Director Since: 2022

Skills & Qualifications: C-Suite Leadership | Mergers & Acquisitions | Digital/Technology | Finance/Audit | Human Capital Management | Legal/Risk Management | Healthcare Industry

	Qualification Highlights ●President and CEO of AMN Healthcare Services, Inc. (November 2022 – present) ●Chief Executive Officer of the Global Retirement, Investment and Human Capital Solutions business at Aon PLC (2016 – January 2020) ●Various Executive Leadership Positions within AON, including CEO of AON Health Exchanges (2012 – 2019) ●Bank of America, where she led several institutional and private banking businesses, including their $9 billion Mass Affluent Client Business (1998 – 2012)
	Board Experience ●State Farm Insurance, a mutual company offering auto, home, life and health insurance as well as investment services (2022 – present) ●League, Inc., a privately held digital platform and technology company empowering consumer health engagement (2020 – present) ●FinTech Evolution Acquisition Group, where she served as Chair of the Audit Committee (2021 – March 2023)
	Ms. Grace brings to the Board more than three decades of experience developing and executing profitable growth strategies for leading professional and financial services organizations across human capital, banking, investments, health, and mergers and acquisitions, including most recently at AON, where Ms. Grace led AON’s Global M&A integration team, its Enterprise Client Management function as well as its digitally enabled private health exchanges. While at AON, Ms. Grace also served on its Policy and Governance Team, served on the Operating Committee and was named an executive officer of the corporation. Ms. Grace’s extensive experience in leading initiatives and services with a focus on digital enablement provides valuable insight and leadership as the Company continues to evolve and develop technology related and enabled solutions for clients and healthcare professionals. Ms. Grace is also a passionate advocate for diversity and inclusion and with deep knowledge of environmental, social and governance (ESG) in business, causes closely tied to the Company’s purpose and values and a key differentiator providing a competitive advantage.

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R. Jeffrey Harris | 69 Committee: Corporate Governance and Compliance Committee; Talent and Compensation Committee; Executive Committee Director Since: 2005

Skills & Qualifications: Legal/Risk Management | Mergers & Acquisitions | Healthcare Industry | C-Suite Leadership

	Qualification Highlights ●Of Counsel at Apogent Technologies, Inc., a laboratory, life science and diagnostic products company (December 2000 – 2003) ●Vice President, General Counsel and Secretary at Apogent Technologies, Inc., formerly Sybron International (1988 – 2000)
	Board Experience ●Sybron Dental Specialties until it was acquired by Danaher Corporation (April 2005 – 2006) ●Playtex Products, Inc. until it was acquired by Energizer Holdings (2001 – October 2007) ●Prodesse, Inc., an early-stage biotechnology company, until it was acquired by Gen-Probe Incorporated (2002 – 2009) ●Apogent Technologies, Inc. until it was acquired by Fisher Scientific International, Inc. (2000 – 2004) ●Guy & O’Neill, Inc., a privately held private label and contract manufacturing company (2008 – 2018) ●President, board member (former Chairman) and a co-founder of BrightStar Wisconsin Foundation, Inc., a non-profit economic development corporation (2013 – 2021) ●Okanjo Partners, Inc., an early-stage technology company
	Mr. Harris brings considerable mergers and acquisitions experience to the Board, which is a key component of the Company’s growth strategy. Mr. Harris’ legal, regulatory and corporate governance expertise provides valuable insights to the Board and Management as we operate in a constantly changing and increasingly complex regulatory environment and strive to deliver industry-leading results supported by strong governance and compliance practices.

Daphne E. Jones | 66 Committee: Audit Committee; Corporate Governance and Compliance Committee Director Since: 2018

Skills & Qualifications: Digital/Technology | Healthcare Industry | C-Suite Leadership

	Qualification Highlights ●Senior Vice President, Digital/Future of Work for GE Healthcare, the healthcare business of GE (May 2017 – October 2017) ●Senior Vice President, Chief Information Officer for GE Healthcare Diagnostic Imaging and Services (August 2014 – May 2017) ●Senior Vice President, Chief Information Officer for Hospira, Inc., a provider of pharmaceuticals and infusion technologies (October 2009 – June 2014) ●Chief Information Officer at Johnson & Johnson (2006 – 2009); served in various information technology roles with Johnson & Johnson (1997 – 2006) ●Founder, The Board Curators, LLC (July 2021 – present) ●Founder, Destiny Transformations Group, LLC (April 2018 – present)
	Board Experience ●Masonite International Corp., a publicly traded global designer, manufacturer, and distributor of internal and external doors for the construction and renovation industry, where she serves as a member of the Corporate Governance and Nominating Committee (February 2018 – present) ●Barnes Group Inc., a publicly traded industrial products and aerospace company, where she serves on the Audit Committee (September 2019 – present) ●Thurgood Marshall College Fund, a not-for-profit organization and the nation’s largest organization exclusively representing the Black College Community (January 2017 – October 2018)
	Ms. Jones brings to the Board considerable information technology, global digital technology use, data management and privacy experience as a seasoned C-Suite executive with extensive experience in multinational corporations. Ms. Jones’ digital use and technology expertise and experience provides valuable insights in leading innovative change, technological advancement and strategic growth and is critical to our successful execution of our technology and digital strategies.

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Sylvia Trent-Adams | 58 Committee: Talent and Compensation Committee; Corporate Governance and Compliance Committee Director Since: 2020

Skills & Qualifications: Healthcare Industry | Government/Policy Advocacy | C-Suite Leadership | Human Capital Management

	Qualification Highlights ●President, University of North Texas Health Science Center at Fort Worth (September 2022 – present) ●Executive Vice President and Chief Strategy Officer of the University of North Texas Health Science Center at Fort Worth (October 2020 – September 2022) ●Served in the U.S. Public Health Service Commissioned Corps, including service as Deputy Surgeon General and Acting Surgeon General of the United States (1992 – 2020) ●Held leadership roles in the U.S. Department of Health and Human Services, including as Principal Deputy Assistant Secretary for Health (January 2019 – September 2020)
	Board Experience ●University of Minnesota School of Nursing, Board of Visitors (2020 – 2023) ●Institute for Healthcare Improvement, an independent not-for-profit organization, focused on advancing and sustaining better outcomes in health and healthcare (2022 – present) ●One Safe Place, a non-profit organization (2022 – present)
	Dr. Trent-Adams is an active C-Suite healthcare leader and provides the Board with valuable insights as the Company continues to evolve to serve the more diverse needs of our clients and the complexities of large growing health systems and to proactively anticipate their needs driven by changes in care delivery, reimbursement, and other factors. Dr. Trent-Adams’ experience serving in high levels of the federal government health service and understanding of the drivers and development of public policy enhances the Board’s ability to provide effective oversight of clinical quality, government policy and regulatory risk, all of which are critical to the successful design and implementation of our growth strategy.

Douglas D. Wheat | 73 Board Chair Committee: Executive Committee (Chair) Director Since: 1999

Skills & Qualifications: Legal/Risk Management | Mergers & Acquisitions | Finance/Audit

	Qualification Highlights ●Managing Partner of Wheat Investments, a private investment firm (2015 – present) ●Founding and Managing Partner of Southlake Equity Group (2007 – 2015) ●President of Haas Wheat & Partners (1992 – 2006) ●Founding member of the merchant banking group Donaldson, Lufkin & Jenrette specializing in leveraged buyout financing ●Practiced corporate and securities law in Dallas, Texas (1974 – 1984)
	Board Experience ●Overseas Shipholding Group, a publicly traded ocean transportation services company, where he serves as Chairman (2014 – present) ●International Seaways, Inc., a publicly traded oil and gas tanker company, where he serves as Chairman (2016 – present) ●Former member of the Board of Directors of several other companies including Dex Media, Inc. (Vice Chairman), SuperMedia, prior to its merger with Dex One (Chairman), Playtex Products (Chairman), Dr. Pepper/Seven-Up Companies, Inc., Dr. Pepper Bottling of the Southwest, Inc., Walls Industries, Inc., Alliance Imaging, Inc., Thermadyne Industries, Inc., Sybron International Corporation, Nebraska Book Corporation, ALC Communications Corporation, Mother’s Cookies, Inc., and Stella Cheese Company
	Mr. Wheat brings to the Board significant healthcare staffing industry knowledge as well as extensive expertise in corporate finance and mergers and acquisitions, all of which are critical to the successful design and implementation of our growth strategy. Additionally, Mr. Wheat has significant experience serving the Company under different operating environments, management teams and financial market cycles strengthening the Board’s collective knowledge, perspective, and capabilities to guide the Company through both anticipated and unexpected environments.

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Corporate Governance

Martha H. Marsh

RETIRING DIRECTOR

	Ms. Marsh will be retiring from the Board effective upon the conclusion of the Annual Meeting. AMN Healthcare and its Board would like to recognize and thank Ms. Marsh for her dedicated and tenured service to the Company and the Board.
	During Ms. Marsh’s 13 years of service on the Board, she has offered tremendous experience and understanding of the challenges and opportunities of large healthcare facilities through her more than 40 years of experience in the healthcare industry. Ms. Marsh has also provided immeasurable leadership and guidance as Chair of the Talent and Compensation Committee for 11 years. The Company and the Board thank Ms. Marsh for her dedicated services and wish her the best in her future endeavors.

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AMN Healthcare

2024 Proxy Statement

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Table of ContentsEVALUATION OF BOARD COMPOSITION & DIRECTOR NOMINATION PROCESS

Corporate Governance

Board Effectiveness

Evaluation of Board Composition

Our Governance and Compliance Committee understands the vital role that a strong board composition with a diverse set of skills and continuous refreshment plays in effective oversight. The Governance and Compliance Committee is committed to maintainvalues maintaining a diverse board to effectively manage complex corporate issues by leveraging different experiences to support the Company’s long-term objectives and business strategy. With this purpose in mind, theour Governance and Compliance Committee seeks out candidates with unique skills, experiences, and characteristics, including individuals representing historically underrepresented groups, that when working collectively will fulfill its oversight responsibilities and from different careers, industries, races, ethnicities or genders that align with our long-term strategic objectives.continue to guide the Company into the future.

As part of the Board’s ongoing refreshment strategy and director candidate identification and nomination processes, the Governance and Compliance Committee actively and continuously evaluates its collective composition to identify and prioritize director characteristics, skills, and experiences prior to nominating a new director candidate to the Board for review, approval and appointment. Below is an illustration of the Governance and Compliance Committee’s regular Board refreshment and director candidate identification process.

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DIRECTOR SEARCH PROCESS

When assessing and prioritizing desired characteristics, skills and backgrounds, the Governance and Compliance Committee considers, among other things, the Board’s current skill set and tenure, the Company’s long-term strategic plan and objectives, shareholder discussions, current and past board service, commitment to corporate social responsibility and the director feedback provided in connection with the Board’s annual evaluation process.

The Governance and Compliance Committee then establishes a diverse pool of potential director candidates that itwho possess the desired characteristics, skills, and experiences; the director candidate slates are identified from various databases and sources, including recommendations from shareholders, management and directors, consultants, and industry experts, who possessexperts. When considering candidates for the desired characteristics, skillsBoard, the Governance and experiences. ItCompliance Committee takes steps to ensure that the pool of candidates includes candidates from historically underrepresented groups. The Governance and Compliance Committee may also engage a third party to conduct or assist with the search or evaluation. The Governance and Compliance Committee regularly evaluates its potential candidate pool and adds and eliminates individuals based on factors such as candidates’ professional affiliations and availability, director retirements, changing market conditions or strategic objectives and/or newly considered enterprise risks. The list provides a platform from which the Governance and Compliance Committee can quickly engage and nominate candidates, if necessary.

RECENT BOARD REFRESHMENT

Recently, the Board has appointed three new directors, each of whom has significantly added to the Board’s diversity of skills, background and experiences and strengthened its ability to support and oversee the Company’s strategic objectives. Our Board is also proud to currently be among a unique group of companies with more than 50% female representation.

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Corporate Governance

Shareholder Recommendations and Nominations

BEYOND THE BOARDROOM

To increase each director’s engagement with and understanding of our strategy, each director participates in an extensive orientation program upon joining the board, including meeting with members of our executive leadership team and other key leaders of the Company to gain a deeper understanding of AMN’s businesses, operations, culture and values. Periodic briefing sessions are also provided to members of the board on subjects that would assist them in discharging their duties.

BOARD TENURE POLICY

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

The Board does not believe in a specific limit for the overall length of time an independent director may serve. Directors who have served on the Board for an extended period can provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company’s history, policies, and objectives. The Board also believes that new directors will strengthen the diversity of the Board, provide fresh perspectives and value as the Company evolves. To achieve this balance, the Board will maintain an average Board tenure for independent board directors of less than ten years.

Upon the conclusion of the Annual Meeting, the average aggregate tenure for our Board’s independent directors will be approximately 8 years.

SHAREHOLDER RECOMMENDATIONS AND NOMINATIONS

The Governance and Compliance Committee considers shareholder recommendations of qualified director candidates when such recommendations are submitted in writing to the Company’s Corporate Secretary at 12400 High Bluff Drive,2999 Olympus Blvd., Suite 100, San Diego, California 92130,500, Dallas, Texas 75019 Attn: Denise L. Jackson,Whitney M. Laughlin, Chief Legal Officer and Corporate Secretary. When evaluating any such shareholder recommendations, the Governance and Compliance Committee uses the evaluation methodology that is described in the “Evaluation of Board Composition & Director Nomination Process”Composition” above.

To have a director nominee considered for election at our 20222025 Annual Meeting of Shareholders, a shareholder must submit the nomination in writing to the attention of our Corporate Secretary and also satisfy the requirements set forth in our Bylaws regarding shareholder director nominees no later than January 21, 202219, 2025 and no sooner than December 22, 2021,20, 2024, assuming the date of the 20222025 Annual Meeting of Shareholders does not change by more than 30 days from the first anniversary of the prior year’s annual meeting. To have a director nominee included in our 20222025 proxy statement for election, a shareholder must submit the nomination in writing to the attention of our Corporate Secretary and also satisfy the requirements set forth in the “proxy access” provisions of our Bylaws no earlier than October 11, 20216, 2024 and no later than November 10, 2021.5, 2024. In addition, a shareholder who intends to solicit proxies in support of director nominees submitted under the advance notice provisions of our Bylaws must provide the notice required under Rule 14a-19 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to our Corporate Secretary no later than February 18, 2025.

The Company received no recommendations for director nominees or director nominations from any shareholder for the director election to be held at the Annual Meeting.

Director Independence

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Director Independence

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Corporate Governance

Our director onboarding process is designed to provide new directors with information, context, and perspectives that enables new directors to effectively contribute to the Board’s work. During the initial months after joining the Board, new directors have individual meetings with each of our current directors, including specific committee-focused meetings with the chair of each committee. New directors are also invited to attend all committee meetings to assist in their development. Each new director is also assigned an experienced AMN Healthcare board member to share feedback, provide perspective on boardroom activities and dynamics, help with meeting preparation, and act as a resource between meetings.

In addition to providing new directors with a library of resources that includes governance, finance and core background documents, key business executives and functional leaders from across the organization meet with new directors to increase their understanding of our businesses, operations, culture and values. Throughout their tenure, directors participate in informal meetings with other directors and senior leaders of the Company to share ideas, build stronger working relationships, gain broader perspective and strengthen their working knowledge of our business, strategy, performance and culture.

BOARD AND COMMITTEE SELF-EVALUATION PROCESSWe encourage and facilitate director participation in continuing education programs and each director is provided membership in the National Association of Corporate Directors as well as subscriptions to other governance publications and resources. Directors are also encouraged to attend director education programs at Company expense, provided that such expenses are pre-approved by the Chief Legal Officer.

In line with our value of continuous improvement, each director conducts an evaluation of the performance of the Board and each committee for which they serve on an annual basis. Additionally, on a bi-annualbiennial basis, the Chair of our Governance and Compliance Committee conducts individual conversations with each director. Each step of the Board’s annual evaluation process is further illustrated below.

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Corporate Governance

Board Refreshment

DIRECTOR INDEPENDENCE

We prioritize effective and aligned Board composition, supplemented by a thoughtful approach to refreshment. It is essential to have a qualified group of directors with an appropriate mix of skills, experience and attributes to oversee our strategic objectives. The Board has determined that director nominees Mark G. Foletta, Teri G. Fontenot, R. Jeffrey Harris, Sylvia Trent-Adams, Martha H. Marsh, Daphne E. JonesGovernance and Douglas D. Wheat all meet our categorical standards for director independence described in our Governance Guidelines andCompliance Committee continuously reviews the applicable rules and regulationsBoard’s composition, taking into consideration the characteristics of the New York Stock Exchange (“NYSE”) regarding director independence. Our CEO is the only member of our Board whom the Board has not deemed independent.

When making director independence determinations, the Board considered a business relationship between LHC Group, Inc., of which Ms. Fontenot is an independent director,existing directors, both individually and the Company. We discuss this relationship in more detail in the “Certain Transactions” section below. The Board considered the nature of this relationship, the annual amount of payments we receive from LHC Group and the fact that the nature of this relationship resulted solely from Ms. Fontenot’s role as an independent director of LHC Group, Inc., and determined that the relationship did not preclude the Board from making an independence determination for Ms. Fontenot and that the relationship fell within our standards of independence.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board has established the following procedure for shareholders and other interested parties to communicate with members of the Board, its Chair or the independent directors as a group. All such communications should be addressed to the attention of our Corporate Secretary at our offices located at 12400 High Bluff Drive, Suite 100, San Diego, California 92130. The Corporate Secretary opens, reviews, and maintains a log of all written communications to the Board, one of its committees or specific director(s) and promptly forwards to the Chair of the Board those that the Secretary believes require immediate attention. The Corporate Secretary will also periodically provide the Chair of the Board and the Company’s Chief Executive Officer (if appropriate) with a summary of all such communications and any actions taken if not previously forwarded to the Chair of the Board.

Factors that will be considered when determining whether or not the matter requires immediate attention include, but are not limited to, whether the matter relates to a pressing governance matter, such as executive compensation or our Corporate Social Responsibility (“CSR”) strategy whether the topic is of broad concern such that the Board can publicly discuss, whether the matter could have a material impact on the Company’s performance or stock price, the size and/or number of shareholders making the request and any other factorsOngoing strategic board succession planning, led by the Governance and Compliance Committee, deems relevant.ensures that the Board continues to maintain an appropriate mix of objectivity, skills and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our longer-tenured directors.

Currently, over 60% of our director nominees served less than six (6) years, and our director nominees have an aggregate tenure of less than ten (10) years. Each of the five (5) directors that we have added to the Board over the past six (6) years have brought additional skills and perspectives to the Board and strengthened the Board’s ability to support and oversee the Company’s long-term strategic objectives. These five (5) directors all represent gender, race and ethnicities that have been historically underrepresented on boards.

Daphne E. Jones

Teri G. Fontenot

Sylvia Trent-Adams

Jorge A. Caballero

Cary Grace

– Experience with strategic, entrepreneurial, and global use technologies in the healthcare sector.

– Experience in healthcare leadership, corporate finance, economic policy and healthcare.

– Experience in directing and coordinating major federal health programs, as well as strategic planning and leadership of a healthcare institution.

– Accomplished global executive with extensive experience in audit, financial, risk management and mergers and acquisitions.

– A proven executive with large organizations with significant experience developing and executing profitable growth strategies.

Board Tenure Policy

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

The average aggregate tenure for our Board’s independent director nominees is less than ten (10) years.

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Corporate Governance

Our Corporate Governance Program

DIRECTOR BIOGRAPHIES

Key Corporate Governance Practices

Practice					Description
Proxy Access		MARK G. FOLETTA | 60		DIRECTOR SINCE: 2012Our Bylaws contain meaningful proxy access features that are consistent with market practice and were developed through shareholder conversations.
Majority Voting in Uncontested Elections			COMMITTEE: Audit Committee (Chair)Director nominees must receive the affirmative vote of a majority of the votes cast in order to be elected to the Board in uncontested elections.
Board Diversity / “Rooney Rule”			(Financial Expert)
	SKILLS & QUALIFICATIONS
	Finance/Audit	Mergers & Acquisitions		C-Suite Leadership
	Legal/Risk Management	Healthcare Industry

The Board has concluded that Mr. Foletta is qualified to serve on the Board, because he brings considerable audit, financial, healthcare and enterprise risk management experience as both an executive officer and director of healthcare companies. The Board has designated Mr. Foletta as an audit committee financial expert and he serves as Chairman of the Audit Committee.

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					historically underrepresented communities.
Director Resignation Policy		TERI G. FONTENOT | 67		DIRECTOR SINCE: 2019
			COMMITTEE: Audit Committee
			(Financial Expert); Corporate Governance
			& Compliance Committee
	SKILLS & QUALIFICATIONS
	Finance/Audit	Mergers & Acquisitions		C-Suite Leadership
	Legal/Risk Management	Healthcare Industry		Government/Our Director Resignation Policy Advocacy

The Board has concluded that Ms. Fontenot is qualified to serve on the Board because she brings considerable audit, financial and healthcare experience. The Board has determined that Ms. Fontenot qualifies as an audit committee financial expert and appointed her as a member of its Audit Committee.

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		R. JEFFREY HARRIS | 66		DIRECTOR SINCE: 2005
				COMMITTEE: Corporate Governance
				& Compliance Committee (Chair);
				Executive Committee
		SKILLS & QUALIFICATIONS
		Legal/Risk Management	Mergers & Acquisitions		C-Suite Leadership
		Healthcare Industry

The Board has concluded that Mr. Harris is qualified to serve on the Board because he brings considerable mergers and acquisitions experience, which is a key component of AMN’s growth strategy. Additionally, Mr. Harris has experience serving as a director on public company compensation and corporate governance committees.

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Corporate Governance

		DAPHNE E. JONES | 63		DIRECTOR SINCE: 2018
				COMMITTEE: Audit Committee;
				Compensation Committee
		SKILLS & QUALIFICATIONS
		Digital/Technology	C-Suite Leadership		Healthcare Industry

The Board has concluded that Ms. Jones is qualified to serve on the Board because she brings considerable information technology, global digital technology use, data management and privacy experience as a seasoned “C-Suite” executive with extensive experience in multinational corporations. Ms. Jones’ digital use and technology expertise and experience is critical to our successful execution of our technology and digital strategies.

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Corporate Governance

		MARTHA H. MARSH | 72		DIRECTOR SINCE: 2010
				COMMITTEE: Compensation
				Committee (Chair)
		SKILLS & QUALIFICATIONS
		C-Suite Leadership	Healthcare Industry

The Board has concluded that Ms. Marsh is qualified to serve on the Board because she has extensive “C-Suite” leadership and expertise in the healthcare industry. Ms. Marsh’s experience and understanding of the challenges and opportunities of large healthcare facilities are immensely useful in directing our strategy to innovate and provide enhanced and expanded talent solutions service offerings to meet our clients’ evolving needs.

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		SUSAN R. SALKA | 56		DIRECTOR SINCE: 2003
				COMMITTEE: Executive Committee
		SKILLS & QUALIFICATIONS
		Healthcare Industry	Mergers & Acquisitions		Finance/Audit
		C-Suite Leadership

The Board has concluded that Ms. Salka is qualified to serve on the Board because she has nearly three decades of healthcare services industry experience, including 30 years of experience with us in various roles, including Chief Financial Officer and Chief Operating Officer. During her service to the Company, she has helped grow our business both organically and through acquisitions into the national industry leader we are today.

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Corporate Governance

		SYLVIA TRENT-ADAMS | 55		DIRECTOR SINCE: 2020
		SKILLS & QUALIFICATIONS
		Healthcare Industry	C-Suite Leadership		Government/Policy Advocacy

The Board has concluded that Ms. Trent-Adams is qualified to serve on the Board because she possesses significant healthcare industry and policy knowledge and expertise, which is critical to the successful design and implementation of our growth strategy.

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		DOUGAS D. WHEAT | 70		DIRECTOR SINCE: 1999
				COMMITTEE: Board Chair;
				Executive Committee
		SKILLS & QUALIFICATIONS
		Healthcare Industry	Mergers & Acquisitions		Finance/Audit
		Legal/Risk Management