Table of Contents RECOMMENDATIONS |   |
RECOMMENDATIONS   | | | 20222023 Proxy Statement | 35 |
Table of Contents Notice of Annual Meeting of Shareholders
Notice of Annual Meeting of Shareholders |
| DATE AND TIME | LOCATION | RECORD DATE | May 6, 202217, 2023 | www.virtualshareholdermeeting.com/AMN2022AMN2023 | March 14, 202221, 2023 | 10:30 a.m.1:00 p.m. (Central Time) | | |
VOTING MATTERS | RECOMMENDATION | | PAGE | 1. To elect nine directors to the Board of Directors |  | | 13 | 2. To approve, by non-binding advisory vote, the compensation of our named executive officers | | | 44 | 3. To approve the AMN Healthcare Employee Stock Purchase Plan | | | 80 | 4. To ratify the appointment of KPMG LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2022 | | | 84 | 5. To consider a shareholder proposal if properly presented at the 2022 Annual Meeting | | | 86 |
| | | RECOMMENDATION | PAGE | | 1. | To elect nine directors to the Board of Directors | | 16 | | 2. | To approve, by non-binding advisory vote, the compensation of our named executive officers | | 58 | | 3. | To ratify the appointment of KPMG LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2023 | | 101 | | 4. | To consider a shareholder proposal if properly presented at the 2023 Annual Meeting | | 103 |
We will also take action upon any other business as may properly come before the 20222023 Annual Meeting and any adjournments or postponements of that meeting. HOW TO VOTE YOUR SHARES   |   |   |   | | ONLINE | CALL | MAIL | DURING THE MEETING | Please follow the internet votinginstructions sent to you and visitwww.proxyvote.com, any timeup until 11:59 p.m. (Eastern Time) on May 5, 2022.16, 2023. | Please follow the telephonevoting instructions sent to you and call 1 (800) 690-6903, any time up until 11:59 p.m. (Eastern Time) on May 5, 2022.16, 2023. | If you received printed materials,please mark, date and sign your proxy card per the instructions and return it by mail in the pre-addressed envelope provided. The proxy card must be received prior to the 20222023 Annual Meeting to be counted. | You can also cast your vote atour Virtual Shareholder Meeting. Even if you plan to attend, we encourage you to vote in advance by Internet, telephone or mail so your vote will be counted if for some reason you are unable to attend. |
YOUR VOTE IS IMPORTANT. PLEASE NOTE THAT IF YOUR SHARES ARE HELD BY A BANK, BROKER, OR OTHER RECORDHOLDER AND YOU WISH TO VOTE THEM AT THE MEETING, YOU MUST OBTAIN A LEGAL PROXY FROM THAT RECORDHOLDER. We will be using the Securities and Exchange Commission’s Notice and Access model (“Notice and Access”), which allows us to make proxy materials available electronically, as the primary means of furnishing proxy materials. We believe Notice and Access provides shareholders with a convenient method to access our proxy materials and vote. It also allows us to conserve natural resources which aligns with our Environmental, Social, and Governance strategy by reducing our environmental footprint as well as reducing the costs associated with printing and distributing our proxy materials. On or about March 24, 2022,April 4, 2023, we will commence mailing by sending a Notice of Internet Availability of Proxy Materials to our shareholders with instructions on how to access our proxy statement and 20212022 Annual Report, including the financial statements set forth in our annual report on Form 10-K, online and how to cast your vote. The Notice also contains instructions on how to receive a paper copy of the proxy statement and 20212022 Annual Report. |
MARCH 24, 2022
April 4, 2023
By Order of the Board of Directors,  
DENISE L. JACKSON CHIEF LEGAL OFFICER AND CORPORATE SECRETARY
Chief Legal Officer and Corporate Secretary
4 |  | | 6 |  |
Table of Contents Our Strategy and Talent Solutions |
We are the leader and innovator in total talent solutions for the healthcare sector in the United States. We are passionate about all aspects of our mission: Our talent solutions enable our clients to manage and optimize their workforce, simplify staffing complexity, increase efficiency, and elevate the patient experience. Our comprehensive suite of talent solutions provides management, staffing, recruitment, language services, technology, telehealth and virtual care management, analytics, and related services to build and manage all or part of our clients’ healthcare workforce needs. We offer temporary, project, and permanent career opportunities to our healthcare professionals, from nurses, doctors, and allied health professionals to healthcare leaders and executives in a variety of settings across the nation to help them achieve their personal and professional goals. 
NURSE &
ALLIED SOLUTIONS | | PHYSICIAN & LEADERSHIP SOLUTIONS | | TECHNOLOGY & WORKFORCE SOLUTIONS | WORKFORCE STAFFING
Travel Nursing
Allied Healthcare
Local Staffing
Rapid Response
Revenue Cycle Solutions
School Staffing
Labor Disruption | | PHYSICIAN &
LEADERSHIP SOLUTIONS | | TECHNOLOGY &
WORKFORCE SOLUTIONS | WORKFORCE STAFFING
 Travel Nursing
Allied Healthcare Local Staffing Rapid Response Revenue Cycle Solutions School Staffing Labor Disruption International Staffing and Permanent Placement | | WORKFORCE STAFFING Physician Staffing
Interim Leadership LEADERSHIP SEARCH
Executive Search
Academic Leadership
Clinical Leadership PHYSICIAN SEARCH
Retained Search for
Physicians and Advanced Practices | | TALENT MANAGEMENT
Vendor Management Systems
Recruitment Solutions
Float Pool Management
Scheduling & Staff Planning
Credentialing Analytics & Assessment VIRTUAL CARE
Language Services
Teleservices Platforms |
of revenue from these segments is derived from managed services programs (MSPs) 2022 | | | 2023 Proxy Statement | 57 |
Table of Contents Our Strategy and Talent Solutions OUR BUSINESS STRATEGYWe aim to deliver long-term sustainable value to our stakeholders. Every day, we help our clients and healthcare providers drive access to care, health and wellness. We continue to embed Diversity, Equality, Equity, and Inclusion (“DEI”) in our DNA, inspiring innovation, strengthening engagement, and driving health equity in the communities we serve. In partnership with our team members, healthcare professionals, clients, suppliers and others, we are committed to advancing a healthy, just, equitable, and sustainable world where all can thrive. We have aligned our environmental, social and governance (“ESG”) strategy with the United Nations’ Sustainable Development Goals and report in alignment with Sustainability Accounting Standards Board (“SASB”), Global Reporting Initiative (“GRI”), and Taskforce for Climate Related Financial Disclosure (“TCFD”) frameworks which we discuss in detail on page 35 of this Proxy Statement and within our 2022 ESG Report that can be found on the Corporate Social Responsibility page of our Company website https://www.amnhealthcare.com/about/corporate-social-responsibility/.
AMN HEALTHCARE EVOLUTION FROM STAFFING COMPANY TO LEADER IN TOTAL TALENT SOLUTIONS | Nurse & Allied Staffing 2010: Nursefinders | 2015: Onward | 2019: AdvancedMedical | 2022: Connetics Vendor Management Systems 2013: ShiftWise | 2015: Medefis | 2019: b4health Language Interpretation 2020: Stratus Video | Leadership Solutions 2015: The First String | 2016: B.E. Smith | 2018: PhillipsDiPisa/Leaders for Today Scheduling & Predictive Workforce Analytics 2014: Avantas Teletherapy and Virtual Care 2019: Advanced Medical | 2021: Synzi Revenue Cycle Solutions 2016: Peak | 2018: MedPartners |
| | | 8 | |
Table of Contents Our Strategy and Talent Solutions Our Business Strategy Our strategy is designed to support growth in (i) expansion of the markets we serve; (ii) the number, scope and size of customer relationships and expansion of the markets we serve.(iii) opportunities afforded to our healthcare professionals. Driving increased adoption of our existing talent solutions through cross-selling will deepen and broaden our customer relationships. We will continue to innovate, develop, and invest in new, complementary service and technology solutions to add to our talent solutions portfolio that optimize and manage our clients’ workforce, enhance the patientdigital experience better engage our talent networkfor clinicians and expand into different healthcare delivery settings.clients. We expectbelieve this strategy will enable us to expand our strategic customer relationships, while driving more recurring revenue with an improved margin mix that will be less sensitive to economic cycles. 2021–2022 ESG HIGHLIGHTS
We aim to deliver long-term sustainable value to our stakeholders by promoting a diverse, inclusive, and supportive culture that inspires innovation and fosters trust at all levels of our organization and within the communities we serve. Our work focuses on investing and developing in our talent and communities to foster sustainable economic and social development that positively impacts our stakeholders and environment while advancing the quality of our company through engagement in the world around us. We have aligned our ESG strategy with the following United Nations’ Sustainable Development Goals, which we discuss in detail on page 27 of this Proxy Statement and within our ESG Report that we anticipate publishing in March 2022.
 |  |  | ASPIRATION | APPROACH | VISION | We strive to be an ESG beacon in the healthcare and staffing industries, driving outsized shared value | Focus & set ambitious goals Minimize footprints & maximize handprints Collaborate with client and industry partners to accelerate change Embed ESG in the core of our business | A healthy, just, equitable, and sustainable world where all can thrive |
| | Health & Wellness For ALL | | Pillar 1RECORD REVENUE of
$5.24B | Pillar 2RECORD ADJUSTED
DILUTED EPS(1) of
$11.90 | Pillar 3RECORD NET INCOME of
$444.1M and RECORD ADJUSTED EBITDA(1) of
$846.7M | HEALTHMORE THAN
$12B
SPEND UNDER MANAGEMENT
THROUGH VMS AND MSP SOLUTIONS | DEIAMN
PASSPORT
DOWNLOADED BY 97% OF OUR
NURSE AND ALLIED HEALTHCARE
PROFESSIONALS ON ASSIGNMENT | SUSTAINABILITY250,000 HEALTHCARE PROFESSIONAL
PLACEMENTS | Advancing Health & Wellness for | | |
| | | (1) | More information on our Team Members, Healthcare Professionals,adjusted diluted EPS and adjusted EBITDA, which refers to our Communities | Driving Diversity, Equality, Equity & Inclusion Throughoutadjusted earnings before interest, taxes, depreciation and amortization, and a reconciliation of our Value Chain2022 GAAP diluted net income per share to adjusted diluted EPS and Industry | Catalyzing a Sustainable & Regenerative Future2022 net income to adjusted EBITDA, can be found at Exhibit A to this proxy statement (page 113). |
6 | | | 2023 Proxy Statement | 9 |
Table of Contents Our Strategy and Talent Solutions Recent Recognition NACD Winner – Diversity, Equity & Inclusion Award – Public
Company – Mid-Cap 2022 
| BLOOMBERG Gender-Equality Index
2018-2023 
|
HUMAN RIGHTS CAMPAIGN Corporate Equality Index
2018-2022 
| NEWSWEEK America’s Most Responsible Companies
2020-2023 
| FORBES America’s Best Large Employers; 2022America’s Best Employers for Women
2022 
| | | |  |  |  |
Advancing ESG Initiatives 
| GOVERNANCE | DIVERSITY, EQUALITY,
EQUITY AND INCLUSION |  Materiality Assessment to prioritizeESG issues
56% women and 33% BIPOCrepresentation on our Board Enhanced TCFD & ESG Reporting | $961 million in diverse and/or smallbusiness spend 39% participation in EmployeeResource Groups 69% of our team members arewomen and 45% of ourteam members are fromunderrepresented communities | | HEALTH | SUSTAINABILITY |  Team member health insurancepremium waivers and enhanced401(k) contributions
Over 250,000 healthcareprofessional placements in 2022 14 million patient encounters whereour 3,000+ interpreters(1) bridgedlanguage barriers, enabling accessand improving health outcomes |  34% reduction in Scope 1 & 2 GHGefrom 2019 baseline levels
Measured full Scope 1, 2, and 3Greenhouse Gas Emissions for2020-2022 Measured full Scope 3 GreenhouseGas Emissions for 2020-2022 |
| | | CORPORATE GOVERNANCE(1) | 2021 ESG ACCOMPLISHMENTSIncludes both our team members as well as independent contractors. |
| |  | |
Table of Contents ● Developed 3-Year ESGProxy Voting Roadmap aligned with UN Sustainable Development Goals
The summary below highlights certain information that may be found elsewhere in this proxy statement. We encourage you to read the entire proxy statement before casting your vote. Our proxy statement and linkedrelated materials are first being made available to our 3-Year Business Strategyshareholders on or about April 4, 2023. |
● Expanded our Employee Resource Groups to 8 groups engaging 25%PROPOSAL 1
Election of our corporate team membersOur Directors ● Established Sustainability Champions to serve alongside our Diversity Champions and Community Champions to advance our ESG program
● Calculated Scope 1 and Scope 2 GHG Emissions
| | HUMAN CAPITAL MANAGEMENT | 2021 SOCIETAL IMPACT |  | ● Committed $8.9 million to non-profits focused on advancing social justice, diversity, equality, and inclusion, health equity, and resilience in healthcare
● Increased 2021 Diverse Supplier Spend with Small and Diverse Businesses to approximately $370M
● Expanded our Vendor Mentor Program and Funding of Minority-Owned Business Certifications
 | (page 16) | | | |
RECENT RECOGNITION
 |  |  |  |  |  | | | | | | | | | 2021 - 2022 | 2021 - 2022 | 2021 - 2022 | 2022 | 2021 | 2021 | | | | | | | | | Bloomberg | Human Rights
Campaign | Newsweek | Forbes | NACD | Women’s Forum
of New York | Gender Equality
Index | Corporate
Equality Index | America’s Most
Responsible
Companies | America’s Best
Large Employers | Diversity, Equality,
Equity, and
Inclusion | Top 3% of Public
Corporate Boards
for Gender Parity |
Table of ContentsDirectors at a Glance
Proxy Voting Roadmap
The summary below highlights certain information that may be found elsewhere in this proxy statement. We encourage you to read the entire proxy statement before casting your vote. Our proxy statement and related materials are first being made available to our shareholders on or about March 24, 2022.
PROPOSAL
1
| ELECTION OF OUR DIRECTORS
OUR BOARD RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
| More information
on page 13.
|
DIRECTORS AT A GLANCE
This year’s slate of director nominees to the Board of Directors (the “Board”) of AMN Healthcare Services, Inc. (the “Company” or “AMN”) includes a new addition, Jorge A. Caballero,Cary Grace, who was appointed toas the Board on December 14, 2021. The addition of Mr. Caballero, who is an accomplished global business executive with extensive financial and leadership experience, supports our ongoing Board refreshment strategy. His audit, financial and risk management background and experience in mergers and acquisitions, will be beneficial to our growth strategy and commitment to transparency. As announced on March 10, 2022, Susan R. Salka intends to retire by the end of the year ending December 31, 2022, but will stand for reelection to AMN’s Board and remain as a directorCompany’s President and Chief Executive Officer untiland a successormember of the Board on November 28, 2022. Ms. Grace is hired.a proven executive that will continue AMN’s exceptional growth and impact, by building on our operational and organizational strengths. Ms. Grace brings to the Board more than three decades of experience developing and executing profitable growth strategies for leading financial service organizations across health care, banking, investment management, alternative capital, M&A and insurance. A list of all director nominees areis reflected below. Additional information for each nominee can be found under “Election of Directors (Proposal 1)” beginning on page 13.16. | | | | Director | Other Public | Board Committees | | Name | | Age | Since | Company Boards | Audit | Comp | Gov | Exec |  | JORGE A. CABALLERO INDEPENDENT Former Managing Partner of Deloitte’s Business Tax Services
U.S.-India practice | 65 | 2021 | 0 | l | | l | |  | MARK G. FOLETTA INDEPENDENT Former Executive Vice President and Chief Financial Officer,
Tocagen Inc. | 61 | 2012 | 2 | l | | | |  | TERI G. FONTENOT INDEPENDENT CEO Emeritus and Former CEO of Woman’s Hospital | 68 | 2019 | 2 | l | | l | |  | R. JEFFREY HARRIS INDEPENDENT Former Of Counsel at Apogent Technologies, Inc. | 67 | 2005 | 0 | | l | l | l |  | DAPHNE E. JONES INDEPENDENT Former Senior Vice President – Digital/Future of Work, GE Healthcare | 64 | 2018 | 2 | l | l | | |  | MARTHA H. MARSH INDEPENDENT Former President and CEO Stanford Hospital and Clinics | 73 | 2010 | 1 | | l | | |  | SUSAN R. SALKA President and Chief Executive Officer
AMN Healthcare Services, Inc. | 57 | 2003 | 1 | | | | l |  | REAR ADMIRAL DR. SYLVIA TRENT-ADAMS,
PHD, RN, FAAN INDEPENDENT EVP & Chief Strategy Officer,
University of North Texas Health Science Center | 56 | 2020 | 0 | | l | l | |  | DOUGLAS D. WHEAT (CHAIRMAN) INDEPENDENT Managing Partner, Wheat Investments, LLC | 71 | 1999 | 2 | | | | l |
AuditA | Audit Committee | GovG | Corporate Governance and Compliance Committee | lS | Search Committee | | Chair | CompC | Compensation Committee | ExecE | Executive Committee | IND | Independent | l | Member |
82023 Proxy Statement | 11 |
Table of Contents Proxy Voting Roadmap CURRENT BOARD COMPOSITIONCurrent Board Composition
INDEPENDENT
DIRECTOR TENURE | AGE | GENDER
DIVERSITY | RACIAL
DIVERSITY | INDEPENDENCE | | | | | | Average 8 years | Average 65 years | 56% Female | 33% BIPOC | 8/9 Independent Directors | | | | | |  |  |  |  |  |
The illustration below summarizes the key experience, qualifications, and attributes for eachof our director nomineenominees and highlights the balanced mix of experience of our Board as a whole. This is a high-level summary that is not intended to be an exhaustive list of eachthe director nominee’snominees’ skills or contributions to the Board.  
OUR KEY CORPORATE GOVERNANCE PRACTICESOur Key Corporate Governance Practices
| Practice | | Description | | Proxy Access | | Our Bylaws contain meaningful proxy access features that are consistent with market practice and were developed through shareholder conversations. | | Majority Voting in UncontestedElections | | Director nominees must receive the affirmative vote of a majority of the votes cast in order to be elected to the Board in uncontested elections. | | Board Diversity / “Rooney Rule” | | Our Board has committed that when considering candidates to fill an open seat on the Board, the pool of candidates from which Board nominees are chosen includes candidates from historically underrepresented communities. | | Director Resignation Policy | | Our Director Resignation Policy requires an incumbent director to tender their resignation if they receive more votes “Against” their election than votes “For” their 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. As of December 31, 2021,2022, our average board tenure was 8.0nine 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 EngagementProgram | | We engage in a formal outreach program to gain valuable insight from our shareholders on corporategovernance 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 shareholder feedback when appropriate. | Human Rights PolicyStock Ownership Guidelines | | We require senior executives and non-employee directors to maintain significant holdings of our common stock to promote alignment with the interests of our shareholders. | | Code of Ethics | | We have established a Human Rights Policy because it is the right thing to do and demonstrates our core values and commitmentcode of ethics that applies to our relationships with our clients, team members, vendors,Senior Financial Officers to ensure adherence to best practices and communities.advancement of the values-based culture we strive to maintain. |
2022 Proxy Statement 12 | 9 |
Table of Contents Proxy Voting Roadmap PROPOSAL
PROPOSAL 2 Advisory Vote on Executive Compensation | ADVISORY VOTE ON EXECUTIVE COMPENSATION
| | OUR BOARD RECOMMENDS THAT YOU VOTE Our Board recommends that you vote FOR THIS PROPOSAL.this proposal. | More information
on page 44.
| (page 58) | | |
OUR FINANCIAL PERFORMANCE
| (1) | More information on adjusted EBITDA, which refers to our adjusted earnings before interest, taxes, depreciation and amortization, and a reconciliation of our 20212022 net income to adjusted EBITDA can be found at Exhibit A to this proxy statement (page 95)113). |
OUR TOTAL RETURN VS. RUSSELLOur Total Return vs. Russell 2000
3 YEAR TOTAL RETURN (%)2023 Proxy Statement | 5 YEAR TOTAL RETURN (%) | 10 YEAR TOTAL RETURN (%) | | | |  |  |  |
1013 | |
Table of Contents Proxy Voting Roadmap CEO COMPENSATION PAY MIXPay Aligned with Financial Performance
The illustration below provides a summary of the components of the compensation paid to our Chief Executive Officer.
PAY FOR PERFORMANCE ALIGNMENT
| (1) | CEO COMPENSATION VS. REVENUE | CEO COMPENSATION VS. ADJUSTED EBITDA | | |  |  |
CONSISTENTLY HIGH SAY-ON-PAY RESULTSSay-on-Pay Results
In 2021,2022, we received 93%90% of votes in favor of our Say-on-Pay proposal.proposal (based on shares voting). Since 2014, 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. 2022 Proxy Statement 14 | 11 |
Table of Contents Proxy Voting Roadmap KEY EXECUTIVE COMPENSATION PRACTICESKey Executive Compensation Practices
PROPOSAL 3 Ratification of the Selection of Our Independent Public Accounting Firm | | | Our Board recommends that you vote FOR this proposal. | | (page 101) | | | |
PROPOSAL
3PROPOSAL 4
Shareholder Proposal | APPROVAL OF AMN HEALTHCARE EMPLOYEE STOCK PURCHASE PLAN
OUR BOARD RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
|  | More information
on Our Board recommends that you vote AGAINST this proposal.
|  | (page 80.103) | | | |
Table of Contents PROPOSAL 1 Election of Our Directors | |
PROPOSAL
4
| RATIFICATION OF THE SELECTIONThe board of directors recommends that shareholders vote “FOR” each of the director nomineesOF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM
OUR BOARD RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
| More information
on page 84.
| | | | | |
PROPOSAL
5
| SHAREHOLDER PROPOSAL
OUR BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
| More information
on page 86.
|
12 | |
Table of Contents
Corporate Governance
PROPOSAL 1: ELECTION OF OUR DIRECTORS
Nine directors are to be elected at our 20222023 Annual Meeting of Shareholders to hold office until our next annual meeting or until their successors are duly elected and qualified, or until the director retires, resigns, is removed or becomes disqualified. As announced on March 10, 2022, Susan R. Salka intends to retire by the end of the year ending December 31, 2022, but will stand for reelection to AMN’s Board and remain as a director and Chief Executive Officer until a successor is hired. The proxy will be voted in accordance with the directions stated on the card, or, if no directions are stated, for election of each of the nine 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 nine 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 DIRECTORSHealthcare Board of Directors The Board believes that incumbent directors should not expect to be re-nominated annually. In determining whether to recommend a director for re-election, the Governance and Compliance Committee considers the needs of the Company and the diversity of the Board and believes that our directors should satisfy several qualifications, including but not limited to, demonstrated integrity, the director’s overall engagement in board activities, the results of the annual Board evaluation and other attributes that are discussed further in our Corporate Governance Guidelines (the “Governance Guidelines”) and in the “Evaluation of Board Composition and Director Nomination Process” section below. DIRECTOR NOMINEE SNAPSHOTDirector Nominee Snapshot
INDEPENDENT
DIRECTOR TENURE | AGE | GENDER DIVERSITY | RACIAL DIVERSITY | INDEPENDENCE | | Average 9 years | Average 65 years | 56% Female | 33% BIPOC | 89% Independent Directors |  |  |  |  |  |
| | | 16 | |
Table of Contents 
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. 2022 Proxy Statement  | 13 |
Table of Contents
Corporate Governance
 | | HEALTHCARE INDUSTRY We generally seek directors who have knowledge of and experience in the healthcare industry, which is useful in understanding the needs, regulatory requirements and complexities of our clients and healthcare professionals. | |   |   | | C-SUITE LEADERSHIP We believe that directors who have served in senior 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. | |   |   | | FINANCE/AUDIT AMN is committed to strong financial discipline, effective allocation of capital and accurate disclosure practices. We believe that financial expertise on the Board is instrumental to our success. | |  |  | | LEGAL/RISK MANAGEMENT We operate in a constantly changing and increasingly complex regulatory environment. Directors with regulatory compliance oversight and enterprise risk management experience play an important role in the Board’s ability to oversee our enterprise risk management program and legal and compliance risks. | |  |  | | MERGERS & ACQUISITIONS We believe that our ability to achieve our long-term growth objectives will require a combination of organic growth and growth by acquisition. We believe that M&A expertise on the Board provides valuable insight and oversight of our growth strategies and achievement of financial goals. | |   |   | | FINANCE/AUDITHUMAN CAPITAL MANAGEMENT
AMN is committed to strong financial discipline, effective allocationWe 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 instrumentalAMN has sufficient talent, robust development and retention practices and maintains 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 enterprise risk management experience play an important role in the Board’s ability to oversee our enterprise risk management program and legal and compliance risks.
| | |  | | GOVERNMENT/POLICY ADVOCACY We operate in a changing healthcare industry. State and federal government experience and an understanding of policy development enhance the Board’s ability to provide effective oversight of government policy and regulatory risk. | |   |   | | DIGITAL/TECHNOLOGY Our business has become increasingly complex as we have accelerated our digital transformation and expanded our service offerings to include more telehealth and technology related solutions. This digital transformation requires a sophisticated level of technology resources and infrastructure as well as technological expertise, and, accordingly, we believe digital transformation expertise on the Board contributes to our success. | |  | | | | |  |
14 | |
Table of Contents
Corporate Governance
SKILLS AND EXPERIENCE
| | |  |  |  |  |  |  |  |  |  | | Name | Caballero | Foletta | Fontenot | Harris | Jones | Marsh | Salka | Trent-Adams | Wheat | | HEALTHCARE INDUSTRY | |  | | | | | | | | | C-SUITE LEADERSHIP | | | | | | | | | | | MERGERS & ACQUISITIONS | | | | | | | | | | | FINANCE/AUDIT | | | | | | | | | | | LEGAL/RISK
MANAGEMENT | | | | | | | | | | | GOVERNMENT/POLICY
ADVOCACY | | | | | | | | | | | DIGITAL/TECHNOLOGY | | | | | | | | | | | DEMOGRAPHIC BACKGROUND | | | | | | Tenure | 0 | 9 | 2 | 16 | 3 | 11 | 18 | 1 | 22 | | Gender | M | M | F | M | F | F | F | F | M | | RACE/ETHNICITY | | | | | | | | | | | African American or Black | | | | | | | | | | | Hispanic or Lantinx | | | | | | | | | | | White | | | | | | | | | |
| | | 20222023 Proxy Statement | 1517 |
Table of Contents Corporate Governance Skills and Experience | | |  |  |  |  |  |  |  |  |  | Skill, Competency or
Attribute | Caballero | Foletta | Fontenot | Grace | Harris | Jones | Marsh | 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 | 1 | 10 | 3 | 0 | 17 | 4 | 12 | 2 | 23 | | Gender | M | M | F | F | M | F | F | F | M | | RACE/ETHNICITY | | | | | | | | | | African American or Black | | | | | | | | | | | Hispanic or Latinx | | | | | | | | | | | White | | | | | | | | | |
| | | 18 | |
Table of ContentsEVALUATION OF BOARD COMPOSITION Corporate Governance Evaluation of Board Composition & DIRECTOR NOMINATION PROCESSDirector Nomination Process Our Governance and Compliance Committee understands the vital role that a strong board composition with a diverse set of skills and continuous refreshment plays in effective oversight. The Governance and Compliance Committee is committed to maintainmaintaining a diverse board to effectively manage complex corporate issues by leveraging different experiences to support the Company’s long-term objectives and business strategy. With this purpose in mind, the 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, and genders.continue to guide the Company into the future. As part of the Board’s refreshment strategy and director candidate identification and nomination processes, the Governance and Compliance Committee actively and continuously evaluates its collective composition to identify and prioritize director characteristics, skills, and experiences prior to nominating a new director candidate to the Board for review, approval and appointment. Below is an illustration of the Governance and Compliance Committee’s regular Board refreshment and director candidate identification process. 
 | |  | REVIEWS The Boards current composition and tenure relative to the Company’s strategic objectives |  | IDENTIFIES The characteristics, skills, and experiences most critical to the Company’s long-term strategic objectives |  | ALIGNS Desired characteristics, skills, and experiences for future director candidates to ensure a diverse Board |
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 who possess the desired characteristics, skills, and experiences; the director candidate slates are identified from various databases and sources, including recommendations from shareholders, management and directors, consultants, and industry experts. The Governance and Compliance Committee may also engage a third party to conduct or assist with the search or evaluation. The Governance and Compliance Committee regularly evaluates its potential candidate pool and adds and eliminates individuals based on factors such as candidates’ professional affiliations and availability, director retirements, changing market conditions or strategic objectives and/ or newly considered enterprise risks. When considering candidates to fill an open seat on the Board, the Corporate Governance and Compliance Committee ensures that the pool of candidates from which Board nominees are chosen includes candidates from historically underrepresented groups who would bring diversity to the Board. Any search firm or third-party consultant asked to provide an initial list of potential candidates is also required to include such candidates. | 2023 Proxy Statement | | 1619 | |
Table of Contents Corporate Governance BOARD REFRESHMENTBoard Refreshment
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 AMN’s strategic objectives. The Governance and Compliance Committee continuously reviews the Board’s composition, taking into consideration the characteristics of the existing directors, both individually and as a group. Ongoing strategic board succession planning, led by the Governance and Compliance Committee, 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, 50% of our Board has appointed a new director in eachserved less than five (5) years, and the Board has an aggregate tenure of nine (9) years. Each of the last four years. All four newfive directors that we have significantly added to the Board’s diversity ofBoard over the past five years have brought additional skills background and experienceperspectives to the Board and strengthened itsthe Board’s ability to support and oversee the Company’s long-term strategic objectives. According to the Equilar Gender Diversity Index, only 3% of companies included in the Russell 3000 achieved gender parity on their corporate boards in 2021, and our Board is proud to belong to this unique group of companies. In recognition of this accomplishment, AMN was honored by the Women’s Forum of New York as a national leader with 56% female corporate board representation. In addition, 67% of our Board is diverse from aThese five directors all represent gender, race or ethnicity standpoint.and ethnicities that have been historically underrepresented on boards.  | | JULY 2018 | | | SEPTEMBER 2019 | | | OCTOBER 2020 | | | DECEMBER 2021 |  | | |  Daphne E. Jones –– | | | Teri G. Fontenot – | | | Sylvia Trent-Adams – | | | Jorge A. Caballero – | | | |
Experience with strategic, entrepreneurial, and global use technologies in the healthcare sector has been instrumental to the Company’s digital transformation and growth strategies.sector. | | | Teri G. Fontenot –
Experience in healthcare leadership, corporate finance, economic policy and healthcare policy has furthered the Company’s long-term capitalization strategy and ability to navigate the recent consolidation trends among healthcare delivery organizations.healthcare. | | | Sylvia
Trent-Adams –
Experience in directing and coordinating major federal health programs, as well as strategic planning and developing policy and legislative priorities has madeleadership of a positive impact on the Company’s continued COVID-19 response and its client and clinician engagement and retention strategies.healthcare institution. | | | Jorge A.
Caballero –
Accomplished global executive with extensive experience in audit, financial, risk management and mergers and acquisitions, all of which will be beneficial to ouracquisitions. | | Cary Grace –
A proven executive with large organizations with significant experience developing and executing profitable growth strategy | strategies. |
BEYOND THE BOARDROOMOnboarding 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. As part ofDuring the process,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 all across the organization meet with new directors to increase their understanding of AMN’s businesses, operations, culture and values. Each newThroughout 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 assigned an experienced AMN board member as a mentor to coachparticipated in issue-focused educational programs in areas including ESG, cyber and share feedback, provide perspective on boardroom activities and dynamics, help with meeting preparation, and act as a resource between meetings. Post-orientation, periodic briefingclimate, some receiving certifications. Periodic educational sessions are also provided to members of the boardBoard 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. | 20 | |
Table of Contents BOARD TENURE POLICYCorporate Governance
Board Tenure Policy Our Board’s aggregate tenure policy reflects its commitment to consistently evaluate the composition of our Board to ensure that it collectively possesses the experience, skills, knowledge, and level of engagement necessary to serve the best interests of our shareholders. This policy, which is set forth below, was developed in part based on insight and feedback we received directly from shareholders in connection with our ongoing corporate governance shareholder engagement efforts. The Board does not believe in a specific limit for the overall length of time an independent director may serve. Directors who have served on the Board for an extended period can provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company’s history, policies, and objectives. The Board also believes that new directors will strengthen the diversity of the Board, provide fresh perspectives and value as the Company evolves. To achieve this balance, the Board will maintain an average Board tenure for independent board directors of less than ten years. Upon the conclusion of the Annual Meeting, theThe average aggregate tenure for our Board’s independent directors will beis approximately 8nine (9) years.
SHAREHOLDER RECOMMENDATIONS AND NOMINATIONSShareholder Recommendations and Nominations
The Governance and Compliance Committee considers shareholder recommendations of qualified director candidates when such recommendations are submitted in writing to the Company’s Corporate Secretary at 8840 Cypress Waters2999 Olympus Blvd., Suite 300,500, 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
Table of Contents
Corporate Governance
of Board Composition & Director Nomination Process” above. To have a director nominee considered for election at our 20232024 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 February 5, 202317, 2024 and no sooner than January 6, 2023,18, 2024, assuming the date of the 20232024 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 20232024 proxy statement for election, a shareholder must submit the nomination in writing to the attention of our Corporate Secretary and also satisfy the requirements set forth in the “proxy access” provisions of our Bylaws no earlier than October 25, 2022November 6, 2023 and no later than November 24, 2022.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 the director election to be held at the Annual Meeting.
Table of Contents BOARD AND COMMITTEE SELF-EVALUATION PROCESSCorporate Governance
Board and Committee Self-Evaluation Process In line with our value of continuous improvement, each director conducts an evaluation of the performance of the Board and each committee for which they serve on an annual basis. Additionally, on a bi-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.  EVALUATION QUESTIONNAIREAnnually, each director completes an anonymous evaluation questionnaire that assesses the Board’s performance relative to its (1) oversight and effectiveness, (2) engagement, (3) composition and structure and (4) governance and management. The evaluation also allows directors to provide open ended responses and recommendations for improvement.
INDIVIDUAL INTERVIEWS
Every other year, the Chair of the Governance and Compliance Committee conducts individual interviews with each director. In 2020, the individual interviews focused on (1) assessing the Board’s oversight of the Company’s COVID-19 response, (2) oversight of the Company’s long-term strategy and financial performance, (3) Board and committee composition and (4) individual director performance.
BOARD & COMMITTEE DISCUSSIONS
The full Board and each Committee review and discuss the results of the annual evaluations to address common themes.
IDENTIFY ACTION ITEMS
Upon review of the results of the performance assessment and interviews, the Board identifies certain focus areas and action items for the upcoming year aimed at maximizing its overall effectiveness and shareholder value.
|
DIRECTOR INDEPENDENCE
Director Independence 
The Board has determined that director nominees Jorge A. Caballero, Mark G. Foletta, Teri G. Fontenot, R. Jeffrey Harris, Sylvia Trent-Adams, Martha H. Marsh, Daphne E. Jones, and Douglas D. Wheat all meet our categorical standards for director independence described in our Governance Guidelines and the applicable rules and regulations of the New York Stock Exchange (“NYSE”) regarding director independence. Our CEO is the only member of our Board whom the Board has not deemed independent. When making director independence determinations, the Board considered business relationships between LHC Group, Inc. and Orlando Health, Inc., both clients of the Company, and on whose Boards,Company. Ms. Fontenot serves as an independent director.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.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. | 22 | | 18 | |
Table of Contents Corporate Governance COMMUNICATIONS WITH THE BOARD OF DIRECTORS
The Board has established the following procedure for shareholders and other interested parties to communicate with members of the Board, its Chair or the independent directors as a group. All such communications should be addressed to the attention of our Corporate Secretary at our offices located at 8840 Cypress Waters Boulevard, Suite 300, Dallas, Texas 75019. The Corporate Secretary opens, reviews, all written communications to the Board, one of its committees or specific director(s) and promptly forwards to the Chair of the Board and/or the appropriate Committee Chairperson those that the Secretary believes require immediate attention. The Corporate Secretary will also periodically provide the Chair of the Board, the Committee Chairperson, and the Company’s Chief Executive Officer (if appropriate) with a summary of all such communications and any actions taken if not previously forwarded.
Factors that will be considered when determining whether or not the matter requires immediate attention include, but are not limited to, whether the matter relates to a pressing governance, compliance or legal issue, and whether the matter could have a material impact on the Company’s performance or stock price and the stakeholder(s) making the request.
DIRECTOR BIOGRAPHIESDirector Biographies
 
Director Since: 2021 JORGE A. CABALLERO |
65
DIRECTOR SINCE: 2021
COMMITTEE:Committee: Audit Committee (Financial
(Financial Expert); Corporate
Governance & Compliance
Committee
SKILLSSkills & QUALIFICATIONS:
Qualifications:  
Finance/
Audit Finance/Audit
Legal/Risk
Management  
Mergers &
Acquisitions
| | Jorge A. Caballero | 66
BOARD EXPERIENCEQualification 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) Served on the Board of Directors of 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 – (2009–2016) Served on the Board of Directors of United Way of Essex and West Hudson in New Jersey, a non-profit organization where he had served as the chair of Board of Directors and Finance Committee (2003 – (2003–2019) Served on the Board of Directors of The College of New Jersey, where he served as the chair of the Board of Directors, Finance Committee, and Audit and Risk Management Committee (2007 -2019) Served on the Board of Directors of Jersey Battered Women’s Service, a private, nonprofitnon-profit agency, where he served as the chair of the Finance, Human Resources, and Infrastructure Committees (1993 – (1993–2001) ADDITIONAL DIRECTOR QUALIFICATIONS
●
New Jersey Tax Managing Partner (2003 – 2011)
●
Managing Partner of Deloitte’s Business Tax Services U.S.- India practice (2016 – 2019)
●
Assistant Vice President of Tax of Beneficial Corporation, a consumer finance company that was acquired by Household International, Inc. in 1998 (1983 – 1986)
The Board has concluded that Mr. Caballero is qualifiedbrings to serve on the Board because he possessessignificant public company accounting and financial reporting expertise and a strong audit,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 enterpriseaccounting matters including management of global financial operations, financial oversight, risk management backgroundand 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, which is a critical component ofto AMN’s growth strategy. The Board has also determined that Mr. Caballero qualifies as an audit committee financial expert.expert and has appointed him to the Audit Committee.
|
2022 | | | 2023 Proxy Statement | 1923 |
Table of Contents Corporate Governance  
Director Since: 2012 MARK G. FOLETTA | 61
DIRECTOR SINCE: 2012
COMMITTEE:Committee: Audit Committee (Chair) (Financial
(Financial Expert)
SKILLSSkills & QUALIFICATIONS:
Qualifications:
Finance/
Audit Finance/Audit
Legal/Risk
Management
Mergers & Acquisitions
 
Healthcare
Industry Healthcare Industry
C-Suite
Leadership
| | Mark G. Foletta | 62
BOARD EXPERIENCEQualification Highlights
● Serves on the Board of Directors of DexCom, Inc., a publicly-traded diabetes care technology company, since November 2014, where he is the Lead Independent Director
●
Serves on the Board of Directors of Enanta Pharmaceuticals, a publicly-traded biotechnology company, where he is the chair of the Audit Committee (June 2020 – present)
●
Served as a director of Regulus Therapeutics Inc., and was Chairman of its Audit Committee and a member of its Nominating and Governance Committee (February 2013 - June 2018)
●
Serves as a director of Viacyte, Inc., a privately held company
●
Helped oversee and guide the launch of each organization’s initial enterprise risk management assessment while at Regulus and DexCom
●
Served as a director and Chairman of the Audit Committee of Ambit Biosciences Corporation (sold in 2014)
●
Served as a director of Anadys Pharmaceuticals, Inc. (sold in 2011)
ADDITIONAL DIRECTOR QUALIFICATIONS
●
Former Executive Vice President and Chief Financial Officer of Tocagen Inc., a brain cancer biotechnology company, from February 2017 until its acquisition by Forte Biosciences, Inc. in March 2020
Interim Chief Financial Officer of Biocept, Inc., a publicly-tradedpublicly traded diagnostics company (August 2015 to July 2016) Senior Vice President, Finance and Chief Financial Officer of Amylin Pharmaceuticals, Inc. (March 2006 -– October 2012); assisted with developing and launching the organization’s initial enterprise risk management assessment Vice President, Finance and Chief Financial Officer of Amylin (March 2000 -– March 2006) Certified Public Accountant (inactive) and a member of the Corporate Directors Forum ● 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)
The Board has concluded that Mr. Foletta is qualifiedbrings 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. 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 Chairmanthe Chair of the Audit Committee.
|
20 | | | 24 | |
Table of Contents Corporate Governance  
Director Since: 2019 TERI G. FONTENOT | 68
DIRECTOR SINCE: 2019
COMMITTEE:Committee: Audit Committee (Financial
(Financial Expert); Corporate
Governance & Compliance
Committee
SKILLSSkills & QUALIFICATIONS:
Qualifications:
Finance/
Audit Finance/Audit
Legal/Risk Management
Government/
Policy Advocacy 
Human Capital
Management
Healthcare
Industry Healthcare Industry
C-Suite
Leadership
| | Teri G. Fontenot | 69
BOARD EXPERIENCEQualification Highlights
● Serves onPresident and CEO of Woman’s Hospital, the Boardlargest 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 Directors, Clinical QualityWoman’s Hospital (1992 – 1996) ● Chief Financial Officer of three other hospitals located in Louisiana and Corporate Development Committees, and chair of the Audit Committee for LHC Group, Inc., a publicly-traded in-home healthcare services company (2019 - present) Florida prior to joining Woman’s Hospital in 1992● Serves on the Board of Directors and is a member of the Audit and Governance Committees of Amerisafe. Inc., a publicly-traded specialty provider of workers’ compensation insurance (June 2016 - present)
Certified Public Accountant (inactive) ● Served as a member of the Board of Directors of Landauer (a formerly publicly-held company), including its Audit and Governance Committee, until its sale in 2017
●
Held a six-year term on the Advisory Committee on Research on Women’s Health for the National Institutes of Health Serves asAmerisafe, Inc., a directorpublicly traded specialty provider of workers’ compensation insurance, where she serves on the BoardAudit and is a member of the Audit Committee of the Baton Rouge Water Company (2009-Present), Board of Dynamic Infusion Therapy (May 2021-Present), and PELITASGovernance Committees (June 2021-Present), all privately held companies Serves as a director on the Board of Orlando Health, Inc., a not-for-profit organization (September 2021-Present) ServedBaton 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 Board of DirectorsClinical 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) ADDITIONAL DIRECTOR QUALIFICATIONS
●
PresidentMs. Fontenot brings substantial operational and CEO of Woman’s Hospital, the largest independently-owned women’s and infant’s hospitalstrategic experience in the United States providing comprehensive subspecialty services to women (March 1996 – March 2019)
●
Chief Financial Officerhealthcare industry as a former chief executive officer and Executive Vice Presidentchief financial officer of Woman’s Hospital (1992 - 1996)
●
Chief Financial Officerfour healthcare institutions and as the chair of three other hospitals locatedan insurance provider. Ms. Fontenot’s more than 30 years in Louisianahealthcare and Florida prior to joining Woman’s Hospital in 1992 and is a Certified Public Accountant (inactive)
The Board has concluded that Ms. Fontenot is qualified to serve onfinance leadership provides valuable insights into AMN Healthcare’s strategic discussions regarding the Board because she brings considerable audit, financialdynamic economic environment and healthcare experience.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 itsthe Audit Committee.
|
2022 | | | 2023 Proxy Statement | 2125 |
Table of Contents 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 | | R. JEFFREY HARRISCary Grace | 6754
Qualification Highlights DIRECTOR SINCE:●
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. |
| 26 | |
Table of Contents Corporate Governance 
Director Since: 2005 COMMITTEE:Committee: Corporate Governance
& Compliance Committee (Chair);
Executive Committee; Search
Committee
SKILLSSkills & QUALIFICATIONS:
Qualifications:
Legal/Risk
Management Legal/Risk Management
Healthcare
Industry
Mergers &
Acquisitions
C-Suite
Leadership
| | R. Jeffrey Harris | 68
BOARD EXPERIENCEQualification Highlights
● Served on the Board of Directors for Sybron Dental Specialties (April 2005 - 2006) until it was acquired by Danaher Corporation
●
Served on the Board of Directors for Playtex Products, Inc. (2001 - October 2007) until it was acquired by Energizer Holdings
●
Served as a director of Prodesse, Inc., an early stage biotechnology company (2002 - 2009), until it was acquired by Gen-Probe Incorporated (2009)
●
Director of Apogent Technologies, Inc. (2000 - 2004) until it was acquired by Fisher Scientific International, Inc.
●
Served as a director of Guy & O’Neill, Inc., a privately-held private label and contract manufacturing company (2008 - 2018)
●
Chairman (2013-2021), board member and a co-founder of BrightStar Wisconsin Foundation, Inc., a non-profit economic development corporation
●
Director of Okanjo Partners, Inc., an early-stage technology company
ADDITIONAL DIRECTOR QUALIFICATIONS
●
Of Counsel at Apogent Technologies, Inc., 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
The Board has concluded that Mr. Harris is qualified to serve on the Board because he brings considerable mergers and acquisitions experience to the Board, which is a key component of AMN’s growth strategy. Additionally, Mr. Harris has experience serving as a director on public company compensationHarris’ legal, regulatory and corporate governance committees.
|
DAPHNE E. JONES | 64
DIRECTOR SINCE: 2018
COMMITTEE: Audit Committee; Compensation Committee
SKILLS & QUALIFICATIONS:
Digital/ Technology
C-Suite Leadership
Healthcare Industry
| BOARD EXPERIENCE
●
Serves onexpertise provides valuable insights to the Board of Directors and isManagement as we operate in a memberconstantly 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 and Nominating& Compliance Committee.
| | | | 
Director Since: 2018 Committee: Audit Committee;
Compensation Committee for Masonite International Corp., a publicly-traded global designer, manufacturer and distributor of internal and external doors for the construction and renovation industry, since February 2018 Skills & Qualifications: ●
Serves on the Board of Directors and is a member of the Audit Committee for Barnes Group Inc., a publicly-traded engineered products and industrial technologies company, since September 2019
●
Served on the Board of the Thurgood Marshall College Fund, a not-for-profit organization and the nation’s largest organization exclusively representing the Black College Community
Digital/
Technology
C-Suite
Leadership ADDITIONAL DIRECTOR QUALIFICATIONS
Healthcare
Industry
| | Daphne E. Jones | 65
Qualification Highlights ● Founder, The Board Curators, LLC (July 2021 - Present)
●
Founder, Destiny Transformations Group, LLC (April 2018 - Present)
●
Senior Vice President, Digital/Future of Work for GE Healthcare, the healthcare business of GE (May 2017 - October 2017) Senior Vice President, Chief Information Officer for GE Healthcare Diagnostic Imaging and Services (August 2014 - May 2017) Senior Vice President, Chief Information Officer for Hospira, Inc., a provider of pharmaceuticals and infusion technologies (October 2009 - June 2014) Chief Information Officer at Johnson & Johnson (2006 to 2009); served in various information technology roles with Johnson & Johnson (1997 - 2006)
● Founder, The Board has concluded that 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 is qualifiedbrings 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 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. |
22 | | | 2023 Proxy Statement | 27 |
Table of Contents Corporate Governance  
Director Since: 2019 MARTHA H. MARSH | 73
DIRECTOR SINCE: 2010
COMMITTEE:Committee: Compensation
Committee (Chair); Search Committee
SKILLSSkills & QUALIFICATIONS:
Qualifications:
C-Suite
Leadership C-Suite Leadership
Human Capital
Management
Healthcare
Industry
| | Martha H. Marsh | 74
BOARD EXPERIENCEQualification Highlights
● Serves as Lead Director onPresident 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-tradedpublicly traded structural heart disease and critical care monitoring company, since October 2015where she serves as Lead Director and is a member of its Compensation and Governance Committee Served on the Board of Directors of Owens & Minor, Inc., a publicly-tradedpublicly traded healthcare services and logistics company, from 2012 through 2019; also served as a member of its Compensation and Benefits Committee and as Chairperson of its Governance and Nominating Committee Serves on the Board andTeichert, a privately held company, where she is a member of the Compensation Committee of Teichert, a privately-held company Served on the Board of Thoratec Corporation until it was acquired by St. Jude Medical in 2015 Former Chair of the Board of Trustees for the California Hospital Association and the California Association of Hospitals and Health Systems ●
Former directorDirector of Ascension Healthcare Network, a privately-heldprivately held company
ADDITIONAL DIRECTOR QUALIFICATIONS
●
President and CEOWith more than 40 years of Stanford Hospital and Clinics for eight years until her retirement (April 2002 - August 2010)
●
CEO of UC Davis Medical Center and the Chief Operating Officer of the UC Davis Health System (1999 - 2002)
●
Served as the Senior Vice President for Professional Services and Managed Care at the University of Pennsylvania Health System
●
Served as President and CEO of Matthew Thornton Health Plan in Nashua, New Hampshire
The Board has concluded that Ms. Marsh is qualified to serve on the Board because she has extensive “C-Suite” leadership and expertiseexperience in the healthcare industry.industry, including as CEO or other C Suite Executive of multiple healthcare systems and facilities, Ms. Marsh’sMarsh 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 solutionssolution 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.
|
SUSAN R. SALKA | 57
DIRECTOR SINCE: 2003
COMMITTEE: Executive Committee
SKILLS & QUALIFICATIONS:
Healthcare Industry
C-Suite Leadership
Mergers & Acquisitions
Finance/Audit
| BOARD EXPERIENCE
●
Serves on the Board of Directors for McKesson Corp., a publicly-traded medical supplies and equipment, pharmaceutical distribution and healthcare technology solutions company, since October 2014; also serves as Chair of its Finance Committee and as a member of its Audit Committee
●
Served on the Board of Directors and the Audit Committee of Beckman Coulter (2007 until 2011) until it was acquired by Danaher Corporation
●
Served on the Board and Chair of the Audit Committee of Playtex Products, Inc. (2001 - October 2007) until it was acquired by Energizer Holdings
ADDITIONAL DIRECTOR QUALIFICATIONS
●
President of AMN Healthcare Services, Inc. (since May 2003); CEO (since May 2005)
●
Executive Committee and Treasurer of the Healthcare Leadership Council, a coalition of CEOs from the nation’s top healthcare companies dedicated to improving healthcare delivery and accessibility by working with each other and legislators
●
Worked at BioVest Partners, a venture capital firm, and at Hybritech, a subsidiary of Eli Lilly & Co., which Beckman Coulter later acquired
The Board has concluded that Ms. Salka is qualified to serve on the Board because she has more than 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. As announced on March 10, 2022, Ms. Salka intends to retire by the end of the year ending December 31, 2022, but will stand for reelection to AMN’s Board and remain as a director and Chief Executive Officer until a successor is hired. The Board is grateful to Ms. Salka for her decades of service to the Company.
|
2022 Proxy Statement | | 2328 | |
Table of Contents Corporate Governance  
Director Since: 2020 SYLVIA TRENT-ADAMS | 56Committee: Compensation
Committee; Corporate Governance
& Compliance Committee
DIRECTOR SINCE: 2020
SKILLSSkills & QUALIFICATIONS:
Qualifications:
Healthcare
Industry Healthcare Industry
C-Suite
Leadership
Government/
Policy Advocacy
Human Capital
Management
| | Sylvia Trent-Adams | 57
BOARD EXPERIENCEQualification Highlights
● Serves as a member of the Board of Visitors for thePresident, University of Minnesota School of Nursing. ADDITIONAL DIRECTOR QUALIFICATIONSNorth 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 centerCenter at Fort Worth (since October 2020). (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
The Board has concluded that Ms.Dr. Trent-Adams is qualifiedan active C-Suite healthcare leader which provides the Board with valuable insights as AMN continues to evolve to serve on the Board because she possesses significant healthcare industrymore 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 knowledgeenhances the Board’s ability to provide effective oversight of clinical quality, government policy and expertise,regulatory risk, all of which isare critical to the successful design and implementation of our growth strategy.
|
| | |  
Director Since: 1999 DOUGLAS D. WHEAT | 71
DIRECTOR SINCE: 1999
COMMITTEE:Committee: Board Chair;
Executive Committee; Search
Committee (Chair)
SKILLSSkills & QUALIFICATIONS:
Qualifications:
Legal/Risk
Management Healthcare Industry
Legal/Risk ManagementFinance/
Audit
Mergers &
Acquisitions
Finance/Audit
| | Douglas D. Wheat | 72
BOARD EXPERIENCEQualification Highlights
● Serves as ChairmanManaging 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 of Experience ● Overseas Shipholding Group, a publicly-tradedpublicly traded ocean transportation services company, since 2014 ●
Serveswhere he serves as Chairman of the Board of (2014 - present)● International Seaways, Inc., a publicly-tradedpublicly traded oil and gas tanker company, since 2016 ●
Served as Vice Chairman of Dex Media, Inc.
●
Servedwhere he serves as Chairman of SuperMedia prior to its merger with Dex One
Served as aFormer 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 (of which he also served as Chairman)(Chairman), Dr. Pepper/Seven-Up Companies, Inc., Dr. Pepper Bottling of the Southwest, Inc., Walls Industries, Inc., Alliance Imaging, Inc., Thermadyne Industries, Inc., Sybron International Corporation, Nebraska Book Corporation, ALC Communications Corporation, Mother’s Cookies, Inc., and Stella Cheese Company ADDITIONAL DIRECTOR QUALIFICATIONS
●
Managing Partner of Wheat Investments, a private investment firm
●
Founding and Managing Partner of the private equity company 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)
The Board has concluded that Mr. Wheat is qualifiedbrings to serve on the Board because he possesses significant healthcare staffing industry knowledge as well as extensive expertise in corporate finance and mergers and acquisitions, all of which are critical to the successful design and implementation of our growth strategy. 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.
|
24 | | | 2023 Proxy Statement | 29 |
Table of Contents Corporate Governance OUR CORPORATE GOVERNANCE PROGRAMOur Corporate Governance Program
SHAREHOLDER CORPORATE GOVERNANCE OUTREACHShareholder 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 and our Board will engage with shareholders to solicit their views on corporate governance, industry leadership, human capital management, corporate social responsibility and diversity, equality, equity, and inclusion. In addition, our Investor Relations team also meets regularly with shareholders, prospective investors, and investment analysts to discuss company performance, strategy, and sustainable growth. Our 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 with expressed appreciation for our proactive interest in their views, and we certainly appreciated their time and insight. 2021 ENGAGEMENT SUMMARYAdditionally, 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 investor 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.
 | |  | |  | |  | | | | | | | | 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. One of the focuses of our engagement with a large shareholder is tackling gender pay equity in the U.S. healthcare system. 2022 Proxy Statement | | 2530 | |
Table of Contents Corporate Governance ENTERPRISE RISK OVERSIGHTCommunications 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 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 Board 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 appetite and tolerancerisk appetite levels that provide the foundation for our overall business strategy and direction.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.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 (1)(i) existing risk capacity, (2)(ii) appetite, if any, to take on additional risk or lessen our risk, (3)(iii) risk velocity and (4)(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 Board’s active engagement in risk oversight, in 2021, the Board and Executive Management participated in a simulated cybersecurity crisis event to mitigate risk associated with information security.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. InFor example, throughout 2021 for example,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 |
Table of Contents ESG OVERSIGHT AND STRATEGYCorporate 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 aspirehave systems in place to besafely receive and store that information and to detect, contain and respond to data security incidents. While everyone at AMN Healthcare plays a leaderpart in propellinginformation security and data privacy, oversight responsibility is shared by the ESG agendaBoard, 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 healthcarequarter. | | | 32 | |
Table of Contents Corporate Governance Our Strategic Approach to ESG We envision a healthy, just, equitable, and staffing industries, becausesustainable world where all can thrive. We believe it is fundamentalour responsibility to do our aspirationpart in bringing this vision to belife, which includes fostering a diverse and thriving workforce, leveraging the most trustedcore of our business to advance health and utilized totalhealth 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 solution partner for health care organizations in the country. At AMN, we recognize that sound ESG practices create financial value by mitigating risk,acquisition, engagement, and retention, driving innovation fostering talent engagement,and costs savings while reducing costsfinancial and building trust amongnon-financial risks, and improving the health of our stakeholders.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 itsour core values of customer focus, passion, trust, respect, customer focus, continuous improvement, and innovation, we have always held our operations to high standards, and we are excited to share how we have accelerated our ESG journey in 2021 by integrating our ESG practices with our business strategy and long-standing commitment to operate in a socially responsible and sustainable manner. 26 | |
Table of Contents
Corporate Governance
To achieve this, we have aligned our ESG strategy with the following Sustainable Development Goals, which were set by the United Nations General Assembly in 2015 as a blueprint to achieve a better and more sustainable future for all.
UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS
 | | HEALTH IS AT OUR CORE
We are Empowering the Future of Care and Passionate about Health Equity |  | | GENDER EQUALITY LEADER
We lead in Gender Equality with our C-Suite and Board of Directors, and we are tackling pay equity and more |  | | WORKFORCE IS OUR BUSINESS
We Deployed more than 95,000 healthcare professionals in 2021 and invest heavily in supplier diversity |  | | DEI IS IN OUR DNA
We strive to build a Diverse, Equitable, and Inclusive AMN, and we are committed to Driving DEI across the Healthcare and Staffing Industries |  | | INDUSTRY INFLUENCER
We aspire to accelerate Healthcare’s Transformation to Net-Zero Climate Impact |
At AMN, we understand that transparency and accountability surrounding our ESG program is critical to maintaining the trust and support of our stakeholders, so we strive to report more robustly each year and disclose our ESG performance in alignment with the following sustainability reporting standards and frameworks. In our new ESG Report, which we anticipate publishing in March of this year, we look forward to sharing the progress we have made overon 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 past yearmost meaningful opportunities to create a measurable impact in detail.the coming years: (1) Corporate Governance; (2) Health & Wellness, (3) Diversity, Equality, Equity and Inclusion (“DEI”), and (4) Sustainability.  
2022 | | | 2023 Proxy Statement | 2733 |
Table of Contents Corporate Governance To support our strategy, we align our ESG infrastructure with the following pillars:
ESG PILLARS
 | | | 34 | |
Table of Contents Corporate Governance  | | CORPORATE GOVERNANCE
To maintain a strong ethical culture, we design our governance practices to align |
| 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 core values mission, purpose, and vision. To achieve this, we provide transparent disclosure to stakeholders under a holistic strategy that integrates all components of effective governance, including a robust enterprise risk management program, ongoing shareholder engagement, and sound financial, regulatory, legal, compliance and social responsibility practices. |  | | HUMAN CAPITAL MANAGEMENT
WeCOMPLETED 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 in the businesswomen 33% of workforce management soour Board members are uniquely positionedBIPOC COMMITMENT TO ADVANCINGHEALTH EQUITY Inaugural signatory to understand that the attraction development, engagement, and retention of diverse talent is paramount to achieve our short and long-term goals |  | | SOCIAL IMPACT
We support our communities at global, national, and local levels through philanthropy, volunteerism, and civic engagement. Through civic engagement, we strive to create a stronger, more cohesive society and reinforce our mission andHealthcare Leadership Council commitment to diversity, equality, equity, and inclusion, which includes advancing the diversity of our vendors, and supplier partners and funding minority-owned business certifications. |  | | SUSTAINABLE OPERATIONS
Humanshared principles aimed at eliminating health is intricately linked to the health of the planet we share and solidifies our commitment as a global citizen to reduce our carbon footprint in support of the transition to a low-carbon future by continuing to assess climate risks to the business and identifying opportunities that will make our operations more sustainable for long-term growth.disparities |
GOVERNANCE STRATEGYBOARD OVERSIGHT
Our commitment to building an industry leading ESG infrastructure starts at the top of the organization with ourThe AMN Healthcare Board of Directors who are actively engaged in overseeingsets the tone for our Company’s commitment to our values, ethics, compliance, DEI and other ESG strategy, practices,initiatives. The Board exercises active oversight of ESG matters, and reporting. Ourthe Board and its committees regularly and carefully review key governance documents, including our corporate governance guidelines, codeCorporate Governance Guidelines, Code of conductConduct, and codeCode of ethicsEthics for senior financial officers,Senior Financial Officers, to ensure they contain best 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/default.aspx, and wegovernance-documents. We are happy to provide these materials in print for any stakeholder upon request.
Risk management is an integral component of AMN’sAMN 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 ESG 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 basis.
Table of Contents Corporate Governance 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. 28 | | 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 |
| | | 36 | |
Table of Contents Corporate Governance ENVIRONMENTAL STRATEGYCULTURE OF TEAM MEMBER WELLBEING
With healthcare professionals on assignment all overThroughout the country,pandemic, we monitor ESG risks and are actively engaged in identifying opportunities associated with the transitionhave worked hard to a low-carbon economy. In 2022, we established a Sustainability Champion Committee consisting of a cross-functional team to help us review and manage a wide spectrum of relevant risks and engage internal talent to help achievesupport our sustainability goals. We anticipate disclosing these in more detail in our ESG Report, which we plan to publish in March of this year on our new Corporate Social Responsibility webpage, which we launched in the summer of 2021 to better communicate our progress: https://www.amnhealthcare.com/about/corporate-social-responsibility/
In 2021, we responded to our shareholders’ call for transparency surrounding climate change by developing a comprehensive three-year ESG roadmap aligned with the United Nations Sustainable Development Goals and linked to our enterprise-wide business strategy. We also calculated our Scope 1 and Scope 2 greenhouse gas emissions and established specific targets and metrics to monitor, manage, and report on our environmental performance and progress toward achieving net-zero carbon emissions.
HUMAN CAPITAL STRATEGY
A foundational element of our ESG infrastructure is our human capital management strategy. We don’t just hire people; we invest in them to help them reach their personal and professional goals. Ourfront-line healthcare professionals and other team members are key assets that allow usas our healthcare system was placed under an unprecedented strain. Our commitment to deliver long-term sustainable valuesupporting 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 our stakeholders. We believe that AMN’s future success largely depends100% of 401(k) and deferred compensation contribution on the caliberup 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 talent and the full engagement and inclusionteam 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. With this objectiveprofessionals may need extra support in mind,times of crisis. During 2022, we identifyalso 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 monitor a variety of risks and opportunities that are centrallaunched our AMN Caring for Caregivers Fund to provide similar support to our long-term strategic objectives,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.
Table of Contents Corporate Governance  | | 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 equality,to our team, promoting social justice and achieving equity, and inclusion program, team member engagement, professional development and employee health and safety to ensure we are delivering on our commitment to promote a purpose-driven and values-based culture that is centered around business ethics and professional integrity. AMN HEALTHCARE PROMOTES INCLUSION IN THE:
At AMN, we are committed to actively engaging in building an organization and society where equality is the norm, equity is achieved, and inclusion is universal so that all can thrive. Our Diversity, Equality, Equity and Inclusion philosophy is grounded in the belief that we mayshould respect all thrive. 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 |
| | | 38 | |
Table of Contents Corporate Governance 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 investingour 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.
Table of Contents Corporate Governance 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 and healthcare professionals ensures the sustainabilityare women; 63% of our business. Our peopleleaders are critical assets that we must continually invest in and strategically develop to maximize their long-term value and potential. To this end, we focus our long-term strategy on diversity, equality, equity and inclusion, team member engagement, professional development and employee health and safety. To advance our mission and core values, we align our business strategy with the developmentwomen; 56% of our peopleboard of directors are women. Our team is 58% Millennials, 31% Generation X, 6% Baby Boomers, and foster an inclusive culture based on5% Generation Z. Additionally, team members that self-identified as veterans, disabled or LGBTQ+ represented approximately 3%, 2%, and 3% of our pillars of diversity, which includeteam, respectively. For the workforce, workplace, and marketplace.  | | WORKFORCE
We are committedlast six years, AMN Healthcare has been named to recruiting and onboarding team members that support and align with our diversity, equality, equity, and inclusion goals dedicated to inclusive representation. |  | | WORKPLACE
We are committed to fostering a culture of respect and inclusion of all backgrounds and perspectives through our 8 employee resource groups (“ERGs”) and 100+ Diversity Champions across the organization. |  | | MARKETPLACE
We believe that equitable business opportunities contribute to a more equitable world. Our commitment to diversity extends to the healthcare professionals we place, the clients we serve, our vendors, suppliers, and our community. |
DIVERSITY, EQUALITY, EQUITY, AND INCLUSION
Within our workforce, we continue to expand our talent sourcing efforts to ensure that we are attracting a more diverse slate of candidates that reflect the communities we serve with the goal of demonstrating year over year increase in historically underrepresented leadership across the organization. We continue to review our practices, job descriptions, and job postings to ensure the use of neutral language to eliminate unintended barriers and attract a diverse workforce. Transparency and accountability are catalysts for change, so we disclose diversity metrics on our corporate website and measure our efforts through market surveys such as the Bloomberg Gender-Equality Index and received a top ranking – 95 out of 100 – in the Human Rights CampaignCampaign’s Corporate Equality Index, bothIndex. AMN also received the 2022 National Association of Corporate Directors Diversity, Equity and Inclusion Award, which have recognized 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 asHealthcare strives to attract and retain the best talent that supports and aligns with our DEI goals based on the belief that a leader fordiverse, inclusive and healthy workforce enables us to best address the past five consecutive years. We manage diversity metricsneeds 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 track annual goals at both an enterprisefocus our recruitment efforts on hiring team members with a wide range of diverse characteristics including gender, ethnicity, LGBTQ+, disability and department level.
Table of Contents
Corporate Governance
military service. We also hold leadership accountable forinternally track our diversity-related goals by integrating demonstrated leadership metrics surroundinghiring, promotion and retention rates to inform our diversity, equality, equity,overall progress against achieving DEI targets and inclusion program intoto guide our executive’s cash incentive compensation. Within our workplace, our objective is to demonstrate year over year increasestrategy in historically underrepresented leadership across the organization by attracting leaders from outside the organization, decreasing internal turnover rates and increasing internal promotions among team members belonging to historically underrepresented groups. To achieve this, we expanded our relationships with historically black colleges, veteran groups, and other diverse organizations to attract talent utilizing diverse slate practices. In addition, we increased our investments in professional development leadership programs for our internal emerging talent.maintaining an inclusive workforce.
| | | | 40 | |
Table of Contents Corporate Governance | Intentional Language in Job Postings | | |  | Routine review of job postings to ensure use of neutral language to eliminate unintended barriers to prospective applicants. | | | | | 
Volunteer Time Off
Also includes peaceful
demonstrations
| | 
Additional Floating Holidays
Can be used for any
personal holiday or diversity celebration
| | 
Diverse
Business Pledge Candidate Slates Funding 100 minority-
owned business
certifications
| | 
Unconscious Bias
& Inclusive Leadership
Training
For Team Members and
Leaders
| | 
AMN Mentorship
of diverse vendors and
supplier partners
| | | | | | | | | | We increased our outreach to both passive and active candidate pools to ensure a diverse slate of candidates for all leadership positions. |
EMPLOYEE RESOURCE GROUPS AT AMN
At AMN, we achieve our goals by capitalizing on differing cultures, backgrounds, experience, and perspectives.
In 2021, we continued to make progress in our workplace by encouraging moreThroughout 2022, approximately 1,200 team members to engage through our expanded network of employee resource groups by promoting an inclusive infrastructure that closely aligns with the diverse interests and backgroundswere promoted or transferred internally into new positions, representing one-third of our team members. Last year, the Company increased its investments in diverse talent and dedicated the resources necessary for our team memberscorporate workforce. Our professional development education assistance program provides reimbursement to continue to build our ERG ecosystem by providing each employee resource group with an annual budget of $25,000. As of December 31, 2021, the Company actively supports eight employee resource groups and approximately 25% of our corporate team members participation,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 look forwardalso partnered with a university to continuingoffer 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 oncommunities with colleagues. One of the key ways we continue to do this is through our ERG infrastructuregrowing Employee Resource Groups (“ERGs”) and participation rateour over 100+ Diversity Champions. Our goal in 2022.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. 
30 | | | 2023 Proxy Statement | 41 |
Table of Contents Corporate Governance COMMUNITY ENGAGEMENT AND SUPPLIER DIVERSITYincreased 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. |
| | | 42 | |
Table of Contents Justice is fundamentalCorporate Governance
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 our company culture and core values of trust and respect, so we took intentional actions in the marketplace to extend our commitment tocomplete an Inclusive Leadership course that centers learning around diversity, equality, 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 healthcare professionals, clients, vendors, supplier partners and communities.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 contractorsvendors and suppliers by identifying business opportunities and partnerships that support small, minority, women, veteran, and LGBTQ+ owned businesses. We understand that through supplier diversity, we have an opportunity to benefit the overall socioeconomic health of the communities we serve, so we increased our diverse and small supplier spend to $378 million dollars, funded$961,271,589 for 2022, continued funding our pledge of 100 minority-owned business certifications, and expanded our a vendor development program. A key focus moving forward isVendor Development Program. In recognition of AMN Healthcare’s efforts to identify business opportunities beyondincrease our spend with Minority-owned Business Enterprises, we were named Prime Supplier of the traditional minority, women, and veteran-owned businessesYear by the Western Regional Minority Supplier Development Council in 2022. GIVING BACK In addition to the inclusionwork we do every day at AMN Healthcare, we reinforce our mission to empower the future of LGBTQ+care and disability-owned businesses. 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. To demonstrate this commitment,In 2022, we committed $8.9an additional $1.8 million to non-profit organizationsadvance healthcare workforce pipeline, diversity, resilience, and wellness, and we contributed $1.1 million to nonprofits focused on social justice, diversity, equality, and inclusion, health equity, wellness, DEI, and resilience in healthcare. We put our values into action through our philanthropic support to non-profits focused on our pillarshealthcare workforce (including $200,000 of giving, which include health and human services, community development, disaster and emergency response, and diversity, equality, equity, and inclusion. AMN only supports nonprofits that encourage diversity, promote tolerance, and share these values and ethics.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 in our local and global communities. stakeholders.
Table of Contents Corporate Governance Below are some of the additional non-profit organizations we supported over the past year:  
2022 Proxy Statement  | | 31Sustainability |
| 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. | 44 | | | |
Table of Contents Corporate Governance POLICIESMEASURING SCOPE 1, 2 AND PROCEDURES GOVERNING CONFLICTS OF INTEREST3 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 RELATED PARTY TRANSACTIONSRECOGNITION | 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 TheAt 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 |
Table of Contents Corporate Governance | ● | 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, our Code of Conduct and the Company’s 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. If the Governance and Compliance Committee determines that an actual conflict exists, the Company is required to implement guidelines and procedures necessary to remove the conflict. CERTAIN TRANSACTIONSCertain Transactions
In determining whether directors are independent, the Board considered Ms. Fontenot’s role as an independent director at LHC Group, Inc. and Orlando Health, Inc. 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 2021,2022, 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 $1.5 million$800 thousand and $8.2$6.5 million in fees that we received from LHC Group and Orlando Health, respectively, in 20212022 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. 3246 | | | |
Table of Contents Corporate Governance BOARD AND COMMITTEE STRUCTUREBoard and Committee Structure
BOARD LEADERSHIP STRUCTUREBoard 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. OurAs 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. Salka,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. As announced on March 10, 2022, Ms. Salka intends to retire by the end of the year ending December 31, 2022. The Board has a CEO succession process in place and is engaging a search firm to evaluate internal and external candidates. Mr. Wheat will chair the search committee along with other independent directors Jeffrey Harris, Chairman of the Corporate Governance Committee, and Martha Marsh, Chairperson of the Compensation Committee. 
DOUGLAS D. WHEAT
CHAIR OF THE BOARD
The Board has selected Douglas D. Wheat to serve as its independent Chair because he:
●
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; and | | | ● | Acts as an independent spokesperson for the Company to our shareholders.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
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 | | | | succession. ● | Models the culture and values expected of all directors. | | | ● | Conducts individual meetings with other directors, including the CEO, and executive management to encourage open communication, collaboration and differences in perspective. | | | ● | Evaluates overall Board effectiveness, with emphasis on identifying areas of enhancement, development and/or furtherance and communicating these observations to the Board for discussion. | | | ● | Represents the Board on occasions where it is important for the Board to respond on matters independently from or in concert with the Company’s executive management team. | | | ● | Provides guidance and direction to the CEO and executive management team. | | | ● | Engages with shareholders and presides over the Company’s Annual Meeting of Shareholders. Also recommends to the Board an agenda to be followed at the Annual Meeting. |
2022 | | | 2023 Proxy Statement | 3347 | | |
Table of Contents Corporate Governance COMMITTEES OF THE BOARDCommittees 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 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. We describe the current functions and members of each committee below. A more detailed description of the 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 “Governance” located within the “Investor Relations” tab of our website at www.amnhealthcare.com. The table below provides current committee memberships and fiscal year 20212022 committee meeting information: | Director | | Audit(1) | | Compensation(2) | | Corporate
Governance and
Compliance(3) | | Executive | | | Audit(1) | | Compensation(2) | | Corporate Governance
and Compliance(3) | | Executive(4) | | CEO Search
Committee | | Mark G. Foletta | | ● | | | | ● | | | | | | | | | | R. Jeffrey Harris | | | ● | | ● | | ● | | | | | ● | | ● | | ● | | ● | | Jorge A. Caballero | | ● | | ● | | | | ● | | | | ● | | | | | | Martha H. Marsh | | | ● | | | | | | ● | | | | | | ● | | Susan R. Salka | | | ● | | | | Cary Grace | | | | | | | | | ● | | | | Teri G. Fontenot | | ● | | ● | | | | ● | | | | ● | | | | | | Sylvia Trent-Adams | | | ● | | ● | | | | | | ● | | ● | | | | | | Douglas D. Wheat | | | ● | | | | | | | | | ● | | ● | | Daphne E. Jones | | ● | | ● | | | | ● | | ● | | | | | | | | Committee Meetings and Actions by Written Consent | | | | | | | | | | | | | | | Total Committee Meetings | | 9 | | 7 | | 5 | | 1 | | | 9 | | 7 | | 5 | | 3 | | 8 | | Actions by Written Consent | | 0 | | 3 | | 0 | | 1 | | | 0 | | 4 | | 0 | | 2 | | 0 |
● Chair ● Member | | | (1) | The Board has determined that all Audit Committee members (A) are financially literate, and (B) meet the criteria for independence set forth in Rule 10A-3 under the Exchange Act, and Section 303A of the NYSE Listed Company Manual. The Board further determined that Jorge A. Caballero, Mark G. Foletta and Teri G. Fontenot are each an “Audit Committee Financial Expert” as defined by SEC Rules and Regulations. | | | | (2) | The Board has determined that all members of the Compensation Committee meet the standards for independence required by the NYSE. | | | | (3) | The Board has determined that all members of the Corporate Governance and Compliance Committee meet the standards for independence required by the NYSE. | | (4) | Ms. Salka served on the Executive Committee until she retired and resigned from the Board on November 27, 2022. |
34 | | | 48 | | | |
Table of Contents Corporate Governance AUDIT COMMITTEE
 
MARKMark G. FOLETTA
Foletta(Chair)
Members  
Teri G.
Fontenot 
Jorge A.
Caballero  
Daphne E.
Jones | | Daphne E.
Jones
Audit Committee
Total Committee MeetingsMeetings: 9 | Attendance: 100% 9
Attendance
100%
| The Audit Committee is responsible for, among other things, overseeing our financial reporting process and cybersecurity risk management. In performing its functions, the Audit Committee: ● reviews our internal accounting controls and audited financial statements, ● reviews with our independent registered public accounting firm the scope of its audit, its audit report, and its recommendations, ● considers the possible effect on the independence of such firm in approving non-audit services requested of it, ● reviews disclosures made by our CEO and CFO in connection with the certification of our periodic reports, ● reviews and discusses with management significant technology strategic initiatives, operations, and risk, ● reviews and discusses with management the Company’s process to manage our major enterprise risk exposures and the steps taken to monitor, control and manage such exposures, ● receives and reviews quarterly reports from the Chief Information & Digital Officer on the Company’s technology and cyber risk profile, and ● appoints our independent registered public accounting firm, subject to ratification by our shareholders. KEY 2021 ACTIVITIESKey 2022 Activities
●Oversaw Received quarterly updates and oversaw the continued deployment of and investment in and maturity of the Company’s strategic cybersecurity initiativesinformation security program and progress improvements on key initiatives. ●Guided Annual review of the Company throughCompany’s risk management program and oversight of the selection and transition of our new CFOenterprise risk management process. ● Oversaw the relationship between the Company’s finance team and its independent auditor to ensure an effective virtual audit processprocess.
|
Table of Contents
Corporate Governance
COMPENSATION COMMITTEE
 
MARTHAMartha H. MARSH
Marsh(Chair) Members  
R. Jeffrey
Harris 
Sylvia
Trent-Adams
Daphne E.
Jones
Total Committee Meetings
7
Attendance
100%
| | Compensation Committee Total Committee Meetings: 7 | Attendance: 95% The Compensation Committee is responsible for, among other things, overseeing our executive compensation and human capital management programs. In the course of performing its functions, the Compensation Committee: ● establishes the executive compensation philosophy for the Company, ● designs executive compensation programs to attract, incent and retain executive talent, ● reviews, and, when appropriate, administers and makes recommendations to the Board regardingregarding: (A) the compensation of our CEO, all senior executives that report directly to our CEO, and our directors and (B) our incentive compensation plans and equity-based plans, ● prepares the Compensation Committee Report, approves the financial performance measures that were used by the Company to link compensation paid to the Company’s executives to performance for the most recently completed fiscal year, and oversees the preparation of our compensation disclosure and analysis to be included in our annual proxy statement and recommends its inclusion in the annual proxy statement to the Board, ● recommends the proposals on “say-on-pay” and the frequency of the “say-on-pay” vote that are required by SEC rules ● reviews our incentive compensation arrangements generally to determine whether they encourage excessive risk-taking, ● evaluates the performance of our CEO, and ● oversees the Company’s human capital management strategy, including talent recruitment, retention and engagement and its diversity, equality, equity, and inclusion initiatives. For further information about the responsibilities of the Compensation Committee, please see the Compensation Discussion and Analysis portion of this proxy statement below. Key 2022 Activities Oversaw human capital infrastructure project designed to mitigate key risks related to talent and support the Company’s growth strategies. ● Oversight of DEI initiatives to increase representation of team members from historically underrepresented communities. ● Approved the terms for a transition agreement with Ms. Salka upon her retirement from the Company. ● Designed mid-year retention equity awardsbonus program for key executives in recognition of the competitive labor environment and exceptional company performance● Continued to oversee the developmentpromote stability and execution of the Company’s human capital management strategies, including its diversity, equality, equity, and inclusion program and commitment to equal pay principles
continued growth during CEO transition.● Approved compensation package for new CEO.
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONTable of Contents
Corporate Governance Compensation Committee Interlocks and Insider Participation The Compensation Committee, whose members are Ms. Marsh, Mr. Harris, Ms. Jones, and Ms.Dr. Trent-Adams consists exclusively of non-employee, independent directors, none of whom has a business relationship with us, other than in his or her capacity as director, or has any interlocking relationships with us that are subject to disclosure under the rules of the SEC related to proxy statements. COMPENSATION COMMITTEE CONSULTANT INDEPENDENCECompensation Committee Consultant Independence
The Compensation Committee retains an independent consultant to assist it in fulfilling its responsibilities. Since 2008, the Compensation Committee has utilized Frederic W. Cook & Co., Inc. as its compensation consultant. Our compensation consultant advises the Compensation Committee on a variety of topics, including, among others, our equity compensation program, the design of our cash incentive program, the evaluation of the alignment of our compensation program with our shareholders’ interests, the risks presented by our executive compensation program structure, the assessment of the program compared to our peers and director and executive compensation trends. In retaining and utilizing Frederic W. Cook & Co., the Compensation Committee considers (1) our directors’ experience with its employees and representatives while serving on other boards, (2) knowledge and experience in executive compensation program design, corporate finance and legal and regulatory issues, (3) experience providing consultative services to boards, as well as its analysis of our existing program and proposal of key considerations in evaluating and strengthening our program and (4) factors affecting independence, including factors set forth by the NYSE for evaluating the independence of advisors. In connection with its consideration of Frederic W. Cook & Co.’s independence, the Compensation Committee factored in that Frederic W. Cook & Co. does provide consulting services to other companies that have a director who is also a director of ours, but it does not have any other relationship with or provide any other services to us. As a result of the Compensation Committee’s review of the factors affecting independence, it has determined that Frederic W. Cook & Co. is independent and has no conflicts of interest with us. 36 | |
Table of Contents
Corporate Governance
CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE
 
R. JEFFREY HARRIS Jeffrey Harris(Chair) Members 
Jorge A.
Caballero.
Sylvia
Trent-Adams
Teri G.
Fontenot
Total Committee Meetings
5
Attendance
100%
| | Corporate Governance and Compliance Committee Total Committee Meetings: 5 | Attendance: 95% The Corporate Governance and Compliance Committee is responsible for, among other things, overseeing our board composition and refreshment strategies, corporate governance practices, ESG reporting strategies and ethics and compliance programs. In the course of performing its functions, the Corporate Governance and Compliance Committee: ● identifies and recommends qualified individuals with diverse backgrounds and experiences to become members of the Board, ● oversees the Company’s ESG strategies and practices, including its governance reporting frameworks and climate-related risks and opportunities,● periodically evaluates the Code of Conduct and the Governance Guidelines, ● reviews the performance of the Board and its committees on an annual basis, ● oversees all aspects of the Company’s ethics and compliance programs, including the Company’s healthcare, employment and privacy regulatory compliance and risk oversight with respect to the credentialing of candidates, ● reviews and evaluates succession planning for the CEO and other members of our executive management team, ●recommends potential successors to the CEO, oversees our shareholder engagement program as it relates to corporate governance issues and considers feedback provided by our shareholders, ● reviews related party transactions, and ● reviews and discusses with our executive team relevant quality metrics, compliance with certification standards and related laws and regulations as well as our enterprise risk management process relating to the quality of our services. KEY 2021 ACTIVITIESKey 2022 Activities
● Continued to execute the Board’s refreshment and composition strategy by identifying and onboarding Jorge Caballero.● Continued to help guide the Company’s COVID-19 response by overseeing strategies related to its healthcare provider and client experience efforts.
●
Oversaw the developmentadvancement of the Company’s 3-year ESG roadmap aligned with the United Nations Sustainable Development Goalsstrategy, commitments, and linked toinitiatives, including the Company’s 3-year business strategy.measurement of its full value chain (Scopes 1, 2 and 3) GHGe footprint. ● Oversaw the continued development and effectiveness of the Company’s Enterprise Compliance Program utilizing an independent third-party assessment. ● Received quarterly updates and oversaw the continued investment in and maturity of the Company’s Privacy Compliance program.
|
2022 Proxy Statement | | 3750 | |
Table of Contents Corporate Governance EXECUTIVE COMMITTEE
 
DOUGLASDouglas D. WHEAT
Wheat(Chair) Members
R. Jeffrey
Harris  
Susan R.
SalkaCary
Grace
Total Committee Meetings
1
Attendance
100%
| | Executive Committee Total Committee Meetings: 3 | Attendance: 100% The Executive Committee exercises the power of the Board between its meetings, including the approval of certain acquisitions within established parameters. Key 2022 Activities Oversaw the Company’s acquisition of Synzi Holdings, Inc. and SnapMD, LLCConnetics Communications. ● Oversaw the Company’s business development strategies and evaluated acquisition targetstargets. |
MEETINGS AND ATTENDANCE
Douglas D. Wheat (Chair) Members
R. Jeffrey
Harris 
Martha H.
Marsh | | Search Committee Total Committee Meetings: 8 | Attendance: 100% The CEO Search Committee was responsible for overseeing the CEO succession process and engaging a search firm to evaluate internal and external candidates. Key 2022 Activities ● Development of desired profile and characteristics for the Company’s next CEO. ● Selection of Executive Search firm to conduct robust internal and external search for the Company’s next CEO. ● Oversaw the search and recommended final candidates for the Board to interview. |
Meetings and Attendance We expect each of our directors to attend each meeting of the Board and of the committees on which he or she serves. We also expect our directors to attend our annual meetings. Our Board has an excellent record of attendance and engagement. During 2021,2022, the Board met 68 times and took 1 action3 actions by unanimous written consent. In 2021,2022, our directors attended (i) 100% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she has been a director) and (ii) the number of meetings held by all committeesthe Audit, Executive and CEO Search Committees of the Board (during the periods that he or she served on such committees) and (ii) 95% of the aggregate of the total number of meetings of the Corporate Governance and Compliance Committee and Compensation Committee of the Board (held during the period for which he or she served on such committee). All our then-serving directors also attended our 20212022 Annual Meeting of Shareholders.
Table of Contents EXECUTIVE SESSIONSCorporate Governance
Executive Sessions The Board has executive sessions at each regularly scheduled Board meeting during the year, for which our management director, Ms. Grace (or Ms. Salka before her retirement), is not present. In addition, all independent directors met to unanimously appoint Cary Grace as the Company’s President and Chief Executive Officer and a member of the Board, effective November 28, 2022. More Information You can learn more about our corporate governance by visiting https://www.amnhealthcare.com/, where you will find our Corporate Governance Guidelines, each standing committee charter, and Director Independence Standards. AMN Healthcare has adopted a comprehensive Code of Conduct that applies to the CEO, CFO, Controller, and other senior financial and executive officers, as well as the Board of Directors and other employees. It is also available at https://www.amnhealthcare.com/. Each of the above documents is available in print upon written request to the Office of the Corporate Secretary, AMN Healthcare Services, Inc. 2999 Olympus Blvd, Suite 500, Dallas, TX 75019 (469) 524-1473, or by email request to officeofthecorporatesecretary@amnhealthcare.com Attn: Corporate Secretary. 38 | | | 52 | |
Table of Contents Director Compensation and Ownership Guidelines |
Corporate Governance
DIRECTOR COMPENSATION AND OWNERSHIP GUIDELINES
Members of the Board who are not employees of the Company receive compensation for their service in the form of cash and equity. We refer to these directors as “Independent Directors.” Each form of compensation is evaluated by the Compensation Committee on an annual basis. 
DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS The Compensation Committee believes director pay should be aligned with the long-term interests of our shareholders, so it gives substantial weight to the equity component, which represented approximately two thirdstwo-thirds of our Independent Directors median total compensation in 2021.2022. As part of theirits annual review process, the Compensation Committee evaluates a variety of sources and benchmarks the compensation we pay our Independent Directors against our executive compensation peer group and relevant market data. It also consults with our independent compensation consulting firm, Frederic W. Cook & Co., Inc., prior to issuing a recommendation to the Board, which it has historically done in April.conjunction with the election of directors at the Annual Shareholders Meeting. Following this process provides the Compensation Committee with more visibility into director pay trends based on the most recently disclosed public filings of peer companies included in its analysis. |
DIRECTOR CASH COMPENSATIONDirector Cash Compensation
We pay our Independent Directors an annual cash retainer that is paid in advance on a quarterly basis. We do not pay any meeting fees to our directors. The Chairman of the Board, Committee Chairpersons and one Executive Committee member receive an additional annual retainer for their services. We also reimburse directors for out-of-pocket expenses incurred in connection with their service. Annual retainers are paid in four equal quarterly installments.instalments. The table below sets forth the current annual retainer schedule for our Independent Directors. | Position | | Annual
Retainer
($) | | Independent Director | | | 75,000 | (1) | | Chairperson of the Board | | 100,000 | 150,000 | (1) | | Chairperson of Audit Committee | | | 30,000 | | | Chairperson of Compensation Committee | | 15,000 | 20,000 | (2) | | Chairperson of Corporate Governance and Compliance Committee | | | 15,000 | |
| (1) | OnEffective April 21, 2021,1, 2022, we approved an increase in the annual cash retainer for the Chairperson of the Board from $70,000$100,000 to $75,000.$150,000. | | (2) | Effective April 1, 2022, we approved an increase in the annual cash retainer for the Chairperson of the Compensation Committee from $15,000 to $20,000. |
Table of Contents
Corporate Governance
DIRECTOR EQUITY COMPENSATION | | | We typically grant full-value equity awards to Independent Directors upon appointment or election to the Board, and annually thereafter during the director’s term. Because we believe that director compensation should be weighted in equity, we anticipate that we will continue to grant annual equity awards to our Independent Directors for the foreseeable future. The aggregate grant date fair value, which we refer to as AGD Fair Value, of such equity awards is $160,061, which we believe aligns with the market for independent director compensation.
On April 21, 2021, each Independent Director serving on the Board at such time received an equity award of 2,139 restricted stock units, which we refer to as RSUs. The RSU awards issued to our Independent Directors vest on the earlier of the one-year anniversary of the grant date or the 2022 annual meeting of shareholders, provided such director remains in service. Each director was also given the option to defer receipt of the shares underlying the RSUs until their separation of service from the Board. Independent Directors that are elected to the Board at a time other than in connection with our annual meeting receive an equity award upon election in an amount equal to the pro rata annual grant value approved for Independent Directors for the anticipated service time from his or her date of election through the Company’s next annual meeting of shareholders. The chart on the right illustrates a breakdown of the current annual compensation our Independent Directors, excluding committee retainers.
2023 Proxy Statement | | INDEPENDENT DIRECTORS
Cash vs. Equity Compensation
53 |
Table of ContentsDIRECTOR COMPENSATION TABLE Director Compensation and Ownership Guidelines Director Equity Compensation We typically grant full-value equity awards to Independent Directors upon appointment or election to the Board, and annually thereafter during the director’s term. Because we believe that director compensation should be weighted in equity, we anticipate that we will continue to grant annual equity awards to our Independent Directors for the foreseeable future. The aggregate grant date fair value, which we refer to as AGD Fair Value, of such equity awards is $160,059, which we believe aligns with the market for independent director compensation. On April 21, 2022, each Independent Director serving on the Board at such time received an equity award of 1,458 restricted stock units, which we refer to as RSUs. The RSU awards issued to our Independent Directors vest on the earlier of the one-year anniversary of the grant date or the 2023 Annual Meeting of Shareholders, provided such director remains in service. Each director was also given the option to defer receipt of the shares underlying the RSUs until their separation of service from the Board. Independent Directors that are elected to the Board at a time other than in connection with our annual meeting receive an equity award upon election in an amount equal to the pro rata annual grant value approved for Independent Directors for the anticipated service time from his or her date of election through the Company’s next annual meeting of shareholders. The chart on the right illustrates a breakdown of the current annual compensation of our Independent Directors, excluding committee retainers. INDEPENDENT DIRECTORS Cash vs. Equity Compensation 
Director Compensation Table The following table reflects compensation that our directors earned during fiscal year 2021.2022. The table does not include Ms. Salka whoor Ms. Grace, neither of whom received no additional compensation for hertheir service as a director. | Name | | Fees Paid
in Cash
($) | | Fees Paid
in Stock
($)(1) (2) | | Total
($) | | Mark G. Foletta | | 103,750 | | 160,061 | | 263,811 | | R. Jeffrey Harris | | 88,750 | | 160,061 | | 248,811 | | Michael M.E. Johns, M.D.(3) | | 21,827 | | — | | 21,827 | | Martha H. Marsh | | 88,750 | | 160,061 | | 248,811 | | Jorge A. Caballero(4) | | 3,668 | | 47,388 | | 51,057 | | Sylvia Trent-Adams | | 73,750 | | 160,061 | | 233,811 | | Douglas D. Wheat | | 173,750 | | 160,061 | | 333,811 | | Daphne E. Jones | | 73,750 | | 160,061 | | 233,811 | | Teri G. Fontenot | | 73,750 | | 160,061 | | 233,811 |
| Name | | Fees Paid
in Cash
($)(1) | | Fees Paid
in Stock
($)(2) | | Total
($) | | | Mark G. Foletta | | | 110,000 | | | 160,059 | | | 270,059 | | | R. Jeffrey Harris | | | 100,000 | | | 160,059 | | | 260,059 | | | Martha H. Marsh | | | 103,750 | | | 160,059 | | | 263,809 | | | Jorge A. Caballero | | | 75,000 | | | 160,059 | | | 235,059 | | | Sylvia Trent-Adams | | | 75,000 | | | 160,059 | | | 235,059 | | | Douglas D. Wheat | | | 232,500 | | | 160,059 | | | 392,559 | | | Daphne E. Jones | | | 75,000 | | | 160,059 | | | 235,059 | | | Teri G. Fontenot | | | 75,000 | | | 160,059 | | | 235,059 | |
| (1) | In addition to their annual cash retainer, on December 13, 2022, we approved a payment of $20,000 to Mr. Wheat, $10,000 to Mr. Harris, $10,000 to Ms. Marsh and $5,000 to Mr. Foletta for their services as directors in connection with additional work performed in 2022 as part of the CEO Search and evaluation of strategic initiatives. | | (2) | The amount set forth in this column represents the AGD Fair Value of the 2,1391,458 RSUs granted to each director elected to the Board on the date of the Annual Meeting of Shareholders held on April 21, 2021, and, for Mr. Caballero, it reflects the pro-rated AGD Fair Value of the 437 RSUs awarded to him on the date of his appointment.May 6, 2022. |
| | (2)54 | On April 21, 2021, we approved an increase to the annual equity retainer from $140,000 to $160,000. | (3) | Dr. Johns retired from the Board in April 2021. | (4) | Mr. Caballero was appointed to the Board on December 14, 2021. |
40 | |
Table of Contents Corporate GovernanceDirector Compensation and Ownership Guidelines
DIRECTOR EQUITY OWNERSHIP REQUIREMENTDirector Equity Ownership Requirement
Our Board believes that all directors should maintain a meaningful personal financial stake in the Company to further align their long-term interests with our shareholders. Accordingly, it is the Board’s desire that each non-management director will hold Common Stock and vested but unsettled RSUs of the Company equal to a value of at least five times the director’s annual cash retainer (i.e., $375,000). The Company does not take into account the value of unvested RSUs and vested or unvested stock appreciation rights and options in determining whether a director meets our director equity ownership guidelines. As of December 31, 2021, all AMN directors satisfy our director equity ownership guidelines, except for our newest two directors, Ms. As of December 31, 2022, all AMN non-management directors satisfy our director equity ownership guidelines, except for our two newest directors, Dr. Trent-Adams and Mr. Caballero, who were appointed to the Board in October 2020 and December 2021, respectively.| Level | | Shares Held
as Multiple of
Annual Cash
Retainer | | Complies | | Mark G. Foletta | | 53.5x | |  | | R. Jeffrey Harris | | 116.4x | | | | Martha H. Marsh | | 72.5x | | | | Jorge A. Caballero | | 2.6x | | N/A(1) | | Sylvia Trent-Adams | | 4.6x | | N/A(2) | | Douglas D. Wheat | | 47.7x | | | | Daphne E. Jones | | 13x | | | | Teri G. Fontenot | | 10.7x | | |
| (1) | Mr. Caballero was appointed to the Board in December 2021 and does not yet satisfy the director equity ownership requirement. | | (2) | Dr. Trent-Adams was appointed to the Board in October 2020 and December 2021, respectively.does not yet satisfy the director equity ownership requirement. |
2022 | | | 2023 Proxy Statement | 4155 |
Table of Contents Executive Officers
Our named executive officers as of December 31, 20212022 are listed below. We provide information regarding the business experience, qualifications, and affiliations of our currently employed named executive officers who are not directors below. For Ms. Salka’sGrace’s experience, qualifications, and affiliations, please see page 2326 above.   | | JEFFREYJeffrey R. KNUDSONKnudson | 4748
Chief Financial Officer and Treasurer Mr. Knudson joined us as Chief Financial Officer and Treasurer in November 2021. In his role, Mr. Knudson oversees the Company’s accounting, finance, investor relations and internal audit functions as well as certain customer support operations.functions. Prior to his appointment as Chief Financial Officer and Treasurer, Mr. Knudson served as Chief Financial Officer and Executive Vice President, Supply Chain of At Home Group, Inc., in which capacity he oversaw accounting, financial planning and analysis, treasury, investor relations, and internal audit and supply chain activities. Prior to Mr. Knudson’s tenure with At Home Group, Inc., he served in several leadership positions at CVS Health and CVS Caremark Corp., including as Senior Vice President of Finance and Retail Controller for their retail pharmacy segment. Prior to CVS, Mr. Knudson was a key member of the treasury and mergers and acquisition leadership teams at L Brands and Express Scripts. Mr. Knudson received his bachelor’s degree in accounting and finance from the University of San Diego. | | | | |   | | MARKMark C. HAGAN Hagan | 5354
Chief Information and Digital Officer MarkMr. Hagan joined us as Chief Information Officer in June 2018. In March 2020, Mr. Hagan was promoted to Chief Information and Digital Officer and is responsible for our digital strategy, technology R&D, enterprise information technology infrastructure, operations, development, security, and program management operations as well as certain customer support operations.
Prior to joining AMN, from 2014-2018, Mr. Hagan was Chief Information Officer and Senior Vice President of IT at Envision Healthcare, a diverse healthcare services and technology company and a leading provider of physician-led services, post-acute care, ambulatory surgery services, and related management services. Prior to Envision, Mr. Hagan was IT Director at TeleTech. Mr. Hagan currently serves as a director of M&M Properties Colorado LLC and Wonolo, Inc. Mr. Hagan holds a Master of Business Administration from the University of Colorado and a Bachelor of Science and Computing from Queensland University of Technology. |
4256 | |
Table of Contents Executive Officers   | | DENISEDenise L. JACKSON Jackson | 5758
Chief Legal Officer and Corporate Secretary Ms. Jackson joined us as General Counsel and Vice President of Administration in October 2000 and we appointed her as our Corporate Secretary in May 2003. Ms. Jackson is responsible for our legal, environmental, social and governance functions, compliance, risk management, real estate, government affairs and executiveequity compensation. Prior to joining AMN, from 1995 to September 2000, Ms. Jackson worked for The Mills Corporation serving as Vice President and Senior Counsel from 1998 to 2000.
Ms. Jackson serves on the Board of Tractor Supply Company (TCSO: Nasdaq), the largest retailer of rural lifestyle products in the United States and is the Chair of its Corporate Governance CommitteeCommittee. Prior to joining AMN, from 1995 to September 2000, Ms. Jackson worked for The Mills Corporation serving as Vice President and a member of its Audit Committee.Senior Counsel from 1998 to 2000. Ms. Jackson holds a Juris Doctorate degree from the University of Arizona, a Master of Public Health from The George Washington University and a Bachelor of Science in Liberal Studies from the University of Arizona. Ms. Jackson is licensed as an attorney in California, the District of Columbia, Arizona, and New York. |
Table of Contents 2022 Proxy Statement PROPOSAL 2 Advisory Vote on Executive Compensation | | | 43The board unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. | | | | |
Table of Contents
Executive Compensation
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
Section 14A of the Exchange Act, as amended by the Dodd-Frank Act, enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. As previously disclosed, the Board has determined that it will hold an advisory vote on executive compensation on an annual basis, and the next shareholder advisory vote will occur at our 20222023 Annual Meeting of Shareholders. As describedOur Board believes that AMN Healthcare’s long-term success as the leading total talent healthcare solutions company depends in detail inlarge part on the Compensation Discussionattraction and Analysis section below, we designretention of our named executive officers and the alignment of their compensation with the overall performance of the Company. Our compensation programs are designed to attract, retain, and properly incentivize executives and focus on the creation of shareholder value. Under our executive compensation programs to attract, motivate, and retain our named executive officers, whothat are critical to the Company’s success. Under these programs,focused on aligning pay with performance, we reward our named executive officers for the Company’s successfulshort- and long-term performance, including the achievement of specific pre-established performance metrics tied to annual and long-term operational, financial and strategic goals, and the realization of increased value for our shareholders.goals. The executive compensation packages paid tofor our named executive officers are substantially tied to our strategic objectives, financial plan, and total shareholder return and align with the interests of our shareholdersstakeholders and our commitment to corporate social responsibility. Thevalues and purpose. In setting target levels of compensation and long-term incentive opportunities, the Compensation Committee closely monitors evolving best practices as well as the compensation programs and pay levels of executives at peer companies to ensure that our compensation programs fall within the normal range of relevant market practices.
The Compensation Discussion and Analysis that follows details our compensation philosophy and the implementation of that philosophy against goals, including how we set compensation targets and objectives and evaluate each named executive officer against those targets and objectives to ensure performance is appropriately rewarded. We ask that you support the compensation of our named executive officers as disclosed in our Compensation Discussion and Analysis and the accompanying tables contained in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 20222023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Summary Compensation Table and the other related tables and narrative disclosure.” Because your vote is advisory, it will not bind us, the Compensation Committee, or our Board. However, ourOur Board and our Compensation Committee value the opinions of our shareholders and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs and policies. Because your vote is advisory, it will not bind us, the Compensation Committee, or our Board.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR58” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC. |
| | 44 | |
Table of Contents Executive Compensation COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION 20212022 PAY AND PERFORMANCE
AsIn 2022, the COVID-19 pandemic continued to disrupt our communitiesCompany delivered strong financial and workplaces foroperational performance, including record high revenue of $5.24 billion and adjusted EBITDA of $847 million, a second straight year, we32% and 33% increase over 2021, respectively. We are proud thatof how the entire AMN Healthcare was there to support its stakeholders every step of the way. To support the unprecedented demand, we grewteam supported our team and invested in our technology-based solutions and digital capabilities to provide resources to help clients and healthcare professionals navigate the continued challenges and stress associated with the pandemic and the evolving healthcare delivery environment.clinicians amidst severe workforce shortages positively impacting our communities. The Compensation Committee believes that AMN’s promptthe strength and effective responsediversity of experience across our leadership team, their continued focus on our strategic priorities, and our partnership with healthcare organizations to the pandemic, strategic vision, and investments in technology, innovation, and human capitalprovide our full suite of total talent solutions to optimize their workforce were key to the Company’s outstanding performance in 20212022 and demonstrates the agility necessaryour ability to navigate a volatile landscape while serving the diverse needs of our stakeholders and continuingcontinue to execute on our long-term growth strategy.
The Company delivered another year of strong financial performance in 2021 by increasing total revenue to $3.98 billion and Adjusted EBITDA to $635 million(1), a 66% and 98% increase over 2020, respectively. As part of our long-term strategy to create sustainable value for shareholders, AMN Healthcare acquired SynziConnetics Communications in May 2022, which specializes in the direct hire recruitment and its wholly owned subsidiary SnapMDpermanent placement of international nurse and allied health professionals with healthcare facilities in April 2021, which offer virtual care technology platforms that serve the outpatientUnited States. The addition of Connetics expanded our international nurse business, adding permanent placement to our nurse and home health markets. We believe thatallied solutions and will help us bring more qualified and experienced healthcare professionals to the strategic acquisitionU.S. and further assist our clients in filling their staffing needs as the critical labor shortage continues. In 2022, we continued to make significant progress on our investments in digital capabilities to enhance our client and clinician experience. Our clinician mobile application, AMN Passport, was downloaded by 97% of Synzi uniquely positions the Company to provide its clients with additional tools to navigate the changing landscape that has accelerated the need for digital communication capabilities that enhance the patient care experienceour nurse and drive efficiencyallied clinicians on assignment and connectivity with their healthcare professionals.received industry-leading user satisfaction scores.
This year’s Compensation Discussion and Analysis highlights decisions made by the Compensation Committee in the context of AMN’s stellarexceptional 2022 financial and operational performance. The Compensation Committee has primary oversight over the design and execution of the Company’s executive compensation program that is structured on a pay-for-performance model that leverages short-and long-term incentives to drive multiple dimensions of performance and aligns the interests of our executives with those of our shareholders and other stakeholders. More specifically, we have designed a total rewards program consisting of base salary, annual cash bonuses, and long-term equity incentive awards. By aligning pay with performance, we motivate and reward our executives for increases in long-term shareholder value by grantingvalue. We grant performance restricted stock units based on total shareholder return and Adjusted EBITDA performance over a three-year period. For our 2020 awards, whose performance period ended on December 31, 2022, our absolute TSR of 95% placed us in the 89th percentile versus the Russell 2000 and our adjusted EBITDA performance exceeded target by more than 120%, resulting in the maximum payout of both awards. We also grant restricted stock units, the inherent value of which, is directly tied to the value of the Company’s stock performance. We designed our 20212022 Senior Management Incentive Bonus Plan, which we refer to as the Bonus Plan, to ensure that 70% of each executive’s annual cash bonus target is based on annual revenue and pre-bonus adjusted EBITDA goals, which serve as two key financial metrics for the Company. The Compensation Committee believes that the combination of these longer-term equity and annual cash incentive vehicles are effective to motivate and reward our executives, which is why they make up thea substantial majority of their total compensation packages. As a result of this pay-for-performancecompensation structure that is focused structureon aligning our pay with performance and our leadership’s strong performancecontributions and results in 2021,2022, the Company’s named executive officers earned the maximum amount possible under each of our performance incentive programs for the 2022 performance period, which we cap at either 175% or 200% of target. In May 2022, in recognition of the competitive labor environment and to promote stability and continued growth during our CEO transition, we established a cash bonus program (the “2022 Performance and Retention Plan”) for our named executive officers (other than Ms. Grace and Ms. Salka) and other key executives based on achieving 121% to 140% of our pre-bonus adjusted EBITDA target. These awards pay out at a range of 0% to 100% based on the performance, and the executive remaining employed by the Company on May 1, 2023. As a result of the Company’s exceptional performance, the 2022 Performance and Retention Plan is expected to result in the maximum payout, provided that the executive is employed by the Company on May 1, 2023. The Compensation Committee believes that the Company’s pay-for-performancecompensation structure properly aligns pay with performance and appropriately incentsincentivizes executives without excessive risk andrisk. The Compensation Committee is comfortable that the outcomes under the Company’s incentive compensation plans reasonably reflectalign with the balance of short- and long-termCompany’s record financial performance, and that the Company’s named executive officers continue to take the necessary actions today to achieve our long-term strategic plan and continue to deliver sustainable value to our shareholders. | (1) | For information on pre-bonus adjusted EBITDA and adjusted EBITDA, which means adjusted earnings before interest, taxes, depreciation and amortization, and a reconciliation of it from our 20212022 net income, please see Exhibit A to this proxy statement (page 95)113). |
| | 20222023 Proxy Statement | 4559 |
Table of Contents Executive Compensation PERFORMANCE GOALS FOR 2022Performance Goals for 2023
Looking to 2022,2023, the Compensation Committee established financial goals for performance-based compensation over a three-year period.period (2023 through 2025). We set Bonus Plan targets based on our annual operating plan and intend that the achievement of our annual targets will contribute to the successful execution of our long-term strategy. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that follows with Management and has recommended to the Board that it be included in this proxy statement. Compensation Committee Members Martha H. Marsh, Chair
R. Jeffrey Harris
Daphne E. Jones
Sylvia Trent-Adams COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis
This Compensation Discussion and Analysis, which we refer to as the CD&A, provides a detailed description of the compensation objectives, philosophy, design, practices, and programs for our named executive officers, and we listed those who served in this capacity during the 20212022 fiscal year below. The Compensation Committee takes great care in exercising its oversight of the design of our comprehensive compensation program to attract, retain, and provide incentives for talent to lead our organization in a manner consistent with our core values and aligns with stakeholder interests and the achievement of our short- and long-term strategic goals. More specifically, this CD&A provides clear details related to each of the following aspects of the total rewards program for our named executive officers: (1) the objectives and philosophy, (2) the processes and criteria in place for proper oversight, (3) the design and components of our named executive officers’ total rewards program, and (4) how each component supports the Company’s business strategy.
| (1) | Ms. Grace joined the Company as President and Chief Executive Officerofficer on November 28, 2022. |  | | Jeffrey R. Knudson(1) | | Chief Financial Officer and Treasurer |  | | Christopher S. Schwartz(2) | | Interim Principal Financial Officer |  | | Brian M. Scott(3) | | Former Chief Financial Officer, Chief Accounting Officer and Treasurer |  | | Mark C. Hagan | | Chief Information and Digital Officer |  | | Denise L. Jackson | | Chief Legal Officer and Corporate Secretary |
(1) | Mr. Knudson joined the Company on November 2, 2021 and assumed the role of Chief Financial Officer and Treasurer on November 8, 2021. | (2) | Mr. Schwartz became Interim Principal Financial Officer upon Mr. Scott’s resignation, effective August 9, 2021 and returned to his role as Controller on November 8, 2021. | (3) | Mr. ScottMs. Salka resigned from the Company effective August 9, 2021.November 27, 2022. |
| 60 | | 46 �� | |
Table of Contents Executive Compensation EXECUTIVE SUMMARYExecutive Summary
OUR COMPENSATION PROGRAM PHILOSOPHY AND OBJECTIVESOur Executive Compensation Program Philosophy and Objectives
Our executive compensation philosophy is that compensation realized by executives should (i) align with shareholders’ interests, (ii) reflect the individual skills and contributions of the executive in achieving the strategic, financial, and operational goals of the Company and (iii) reflect the leadership they demonstrate in promoting our values-based culture and commitment to corporate social responsibility. OUR EXECUTIVE COMPENSATION PROGRAM OBJECTIVES | 
OUR COMPENSATION PROGRAM OBJECTIVES | | | |  ● Pay-for-performance, with variable pay constituting a significant portion of total compensation | ● Focus on propelling growth and the attainment of our long-term financial and strategic objectives | ● Provide equal pay based on performance | ● Build a strong talent base to reinforce our succession planning objectives | Maximize the financial efficiency of the overall program | ● Create commonality of interest between our executives and shareholders by tying realized compensation directly to changes in shareholder value | | ● Reward our executives for long-term improvement in shareholder value | ● Attract, retain, and motivate highly skilled and innovative executives thatwho embrace and promote AMN’s values-based culture that fosters innovation, diversity, and inclusion | Be● Provide compensation that is competitive with compensation paid by other similarly sized companies, including those in our executive compensation peer group | Conform● Align compensation with established corporate governance practices and avoid excessive risk | |
With these principles in mind, we have designed and continually evaluate and modify, as necessary, our executive compensation program to support our strategic objectives of achieving above-market growth in revenue and profitability by (1) being the leader and innovator in healthcare total talent management solutions and services, (2) growing our overall revenue mix from strategic talent solutions and technology and (3) delivering a superior customer experience through operational excellence and agility. To support AMN’s objectives, the Compensation Committee has designed a total rewards program for our named executive officers, including the following primary features that constitute the majority of our named executive officer’s total compensation: (1) base salary; (2) annual bonuses; and (3) long-term incentive awards. 20222023 Proxy Statement | 4761 |
Table of Contents Executive Compensation EXECUTIVE COMPENSATION PRACTICESExecutive Compensation Practices
WHAT WE DON’T DO | | | | | | ´ No PledgesPledging or HedgesHedging of Company Securities Permitted
No Tax Gross-ups | | ´No Single-Trigger Change in Control Agreements | ´ No New Tax Gross-ups
| | ´No Excessive Perquisites | | | |
| 62 | |
2021 FINANCIAL, OPERATIONAL AND STOCK PERFORMANCE HIGHLIGHTSTable of Contents
Executive Compensation 2022 Performance Highlights A long-standing principle of our executive compensation program is linking pay to performance. Accordingly, when making compensation decisions, we analyze our financial, operational, and stock performance and execution on strategic initiatives. The Company delivered revenue, profitability and share growth in 20212022(1) and continued to make significant progress on our short- and long-term objectives and overall business strategy. We describe some of our 20212022 highlights below. | | | IncreasedRecord consolidated
REVENUEby
66%
of$5.24 Billion
increased from $2.39 billion in 2020 to $3.98 $3.98 billion in 2021
| Increased Reported NET INCOME
ADJUSTED EBITDA(2)by
363%
33%
from $70 million in 2020 to $327 $635 million in 2021
to $847 million | Increased Reported
ADJUSTED EBITDAEPS(2) by
98%
48%
from $321 $8.03 in 2021
to $11.90 in 2022 | Deployed $577 million in 2020to $635 million
SHARE REPURCHASES
representing 13% of weighted average shares
outstanding in 2021 | | | | | | | Advanced our ESG leadership
position in the healthcare and
staffing industries
| Nurse and Allied Solutions
segment reached
$2.99 BILLION
in annual revenue, 76% higher
than 2020.
| Executed on our
DIGITAL AND
TELEHEALTH
strategic initiatives
| | | 2022(3) |
| (1) | For more detail regarding our financial results, please see our 20212022 annual report on Form 10-K filed by us with the SEC on February 24, 202222, 2023 and provided to you concurrently with this proxy statement. We provide the summary financial information in this proxy statement solely to help you in your evaluation and review of our CD&A. It should not be used as a substitute for a review of the detailed financial information in our 20212022 annual report on Form 10-K. | | (2) | ForMore information on our adjusted diluted EPS and adjusted EBITDA, which represents net income plusrefers to our adjusted earnings before interest, expense (net of interest income) and other, income tax expense (benefit),taxes, depreciation and amortization, depreciation (included in cost of revenue), acquisition, integration, and other costs, restructuring expenses, certain legal expenses, and share-based compensation, and a reconciliation of it from our 20212022 GAAP diluted net income please see per share to adjusted diluted EPS and 2022 net income to adjusted EBITDA, can be found at Exhibit A to this proxy statement (page 95)113). |
| | 48(3) | For the year ended December 31, 2022. |
DEEPENED PARTNERSHIPS TO ADDRESS SUSTAINED WORKFORCE CHALLENGES As we began a new phase of challenges and change within healthcare, the Company remained focused on our commitment to our team members, healthcare professionals, clients, and their patients. We supported our clients amidst extreme staffing shortages and growing demand for patient care by collaborating, innovating, and evolving our existing solutions and creating new ones. We supported the full spectrum of our client’s staffing needs and partnered to use an array of our total talent services and technology to enhance workforce sustainability and improve patient outcomes. In 2022, the number of clients that utilized 10 or more of our workforce solutions increased 10% and more than 60% of our consolidated revenue was generated from managed services programs. Additionally, as part of our growth strategy to add value to our clients and increase the supply of healthcare workforce, we acquired Connetics Communications in May 2022, an international nurse and allied recruitment company that specializes in nursing and allied professional direct hire recruitment and placements. Throughout 2022, the Company deployed more than 60,000 healthcare professionals each quarter and increased our corporate workforce by 10%. Guided by our core purpose of helping to achieve personal and professional goals, we increased our investment in our healthcare professionals’ and team members’ wellness, resiliency, mental health, and professional development. We believe that the deeper relationships with our clients, healthcare professionals and team members created through these efforts was central to delivering record performance in 2022 and sets us up for success in executing on our long-term strategy. ADVANCING THE OVERALL HEALTH OF OUR WORKFORCE, WORKPLACE AND MARKETPLACE AMN’s Purpose is helping people achieve their professional and personal goals. We believe our commitment to advancing the overall health and wellbeing of our workforce, workplace and marketplace is vital to our ability to be the employer and strategic partner of choice in healthcare total talent solutions.
Table of Contents Executive Compensation IMPACT ON EACH OTHER, OUR INDUSTRY AND OUR COMMUNITIES
Throughout 2021,To advance our purpose and achieve our business strategy, we executed onbelieve that we must foster a healthy and diverse workforce that will advance equity and inclusion in our commitment to building an organizationworkplaces and society where equalitysociety. One way in which we measure this is the norm, equity is achieved,representation of our workforce and inclusion is universal soits reflections of the communities that we may all thrive.serve. As of January 2022, 60%2023, 69% of our supervisor through senior manager rolesteam members are held by women, and 25%45% of theseour team members and 35% of our leaders are from other historically underrepresented communities. To ensure our ability to continue to attract and develop diverse talent, we also enhanced our human capital infrastructure to support pay equity, leadership roles are held by people of color.development and professional connections. For the fifthsixth consecutive year, we were named to the Bloomberg Gender Equality Index and received a top ranking in the Human Rights Campaign Foundation’s Corporate Equality Index. We also accelerated our ESG journey in 2021 by calculating our Scope 1 & 2 GHG emissions and developing a comprehensive three-year ESG roadmap alignedOur Board was recognized with the United Nations Sustainable Development Goals2022 National Association of Corporate Directors Diversity, Equity & Inclusion Award. Our executive leaders continued to serve in important and linkedinfluential roles within our industry and our communities. We believe our commitment to advancing the overall health and wellbeing of or workforce, workplace and marketplace is vital to our enterprise-wide business strategy. Our commitmentability to diversity extends to our vendors, suppliersbe the employer and community partners, so we increased our support for our communities at a global, national and local level through philanthropy and volunteerism. In 2021, we committed $8.9 million to non-profit organizations focused on advancing social justice, diversity, equality, and inclusion, healthy equity, and resiliencestrategic partner of choice in healthcare. We also increased our diverse and small supplier spend to approximately $378 million, continued to fund minority-owned business certifications and expanded our vendor development and mentorship program. We believe that our ESG leadership in the healthcare and staffing industries will drive achievement of our long-term growth objectives and enhance shareholder value.total talent solutions.
EXECUTION ON TECHNOLOGY AND DIGITAL STRATEGIC INITIATIVES To ensureThroughout 2022, we are well-prepared to empower the future of healthcare delivery, in 2021 we increased ourmaintained a sharp focus on andour investments in technology and digital capabilities.capabilities to enhance our client, candidate, and team member experience and to prepare for the future of healthcare delivery. We continued to execute on our customer focused, tech-enableddigital business optimization strategy through our digital staffing platform, AMN Passport, enabling on-line and mobile touchpoints, self-service capabilities, and automated processes, resulting in high utilization and user satisfaction by broadening our service and technology offerings, both organically and through strategic acquisitions. As part of our long-term growth strategy to add value for our clients and stockholders we acquired Synzi in April 2021, including its wholly owned subsidiary SnapMD, which offer virtual care technology platforms for the outpatient and home health markets, where more healthcare will be delivered in the future.professionals on assignment. We also accelerated the integrationimproved ease of technology-based solutions inuse, increased automation and enabled capabilities across our core recruitment processes through targeted investment in digital capabilities, mobile applications, and data analytics.suite of workforce technologies. We believe our investments in technology systems and digital capabilities will helpcontinue to drive innovation and position us realize greater scale, agilityto serve growing health systems and cost efficienciesdiverse care settings while reducing costs and will provide acomplexities for our clients and more seamless experience foreffectively engage our healthcare professionals and clients.on their entire career journey.
A SUSTAINED AND EFFECTIVE COVID-19 OPERATIONAL RESPONSE2022 COMPENSATION ELEMENTS
As the COVID-19 pandemic continued to disrupt our communities and workplaces for a second straight year, the Company remained focused on our commitment to our team members, healthcare professionals, communities, clients and their patients. Throughout the pandemic, the care, support and safety of our team members and healthcare professionals has been at the forefront for us as we have provided resources and support to help them navigate and cope with the myriad challenges and stresses associated with the pandemic. With infections and the demand for healthcare professionals once again hitting record levels, the Company deployed more than 95,000 healthcare professionals. Guided by the Company’s mission to deliver the best talent and insights to help healthcare organizations optimize their workforce, AMN assisted clients with core and crisis staffing needs as well as vaccination implementation plans-of-action and end-to-end strategies for tracking, scheduling, and staffing. We believe that our effective response to this challenging environment was central to delivering strong 2021 performance by continuing to support and serve our healthcare clients and professionals in the rapidly changing environment while at the same time, executing on our long-term strategy.
The following charts compare our year-over-year performance on key financial metrics that we utilized in making compensation decisions for our named executive officers in 2021.for 2022. | CONSOLIDATED REVENUE (MM) | | CONSOLIDATED ADJUSTED EBITDA (MM) | | | |  |  |  | |
2022 Proxy Statement | 49 |
Table of Contents
Executive Compensation
The Compensation Committee placed considerable emphasis on our financial and operational performance over the past 12 months as well as our 2022 total shareholder return when determining our CEO’s 2021named executive officers’ 2022 cash bonus and equity awards. When determining Ms. Salka’s 2022 cash bonus, we placed considerable emphasis on the months in 2022 prior to Ms. Salka’s Transition Agreement, as well as her agreement to remain Chief Executive Officer until a new Chief Executive Officer was named. Because certain compensation information included in this proxy statement spans the last three fiscal years, we have set forth below our cumulative total shareholder return and compound annual growth rate for the one-, two- and three-year periods ended December 31, 2021.2022. | Period | | Cumulative Total
Shareholder
Return(3)
(%) | | Compound
Annual Growth
Rate
(%) | | Common Stock Price
at Beginning of
Period
($) | | One-Year Period Ended December 31, 2021 | | 70 | | N/A | | 68.92 | | Two-Year Period Ended December 31, 2021 | | 87 | | 40 | | 62.11 | | Three-Year Period Ended December 31, 2021 | | 97 | | 29 | | 55.65 |
| 64 | |
Table of Contents Executive Compensation | Period | | Cumulative Total
Shareholder
Return(3)
(%) | | Compound
Annual
Growth Rate
(%) | | Common
Stock Price
at Beginning
of Period
($) | | One-Year Period Ended December 31, 2022 | | 4 | | N/A | | 120.80 | | Two-Year Period Ended December 31, 2022 | | 76 | | 23 | | 68.92 | | Three-Year Period Ended December 31, 2022 | | 94 | | 18 | | 62.11 |
| (3) | The price of our common stock on December 31, 20212022 (the last trading day of the year) was $122.33.$102.82. The cumulative total shareholder return illustrated in this column is based upon the provisions of the Company’s TSR performance equity awards agreements, which measure the percentage increase in the 90-day average closing price of our common stock on the trading day at the end of the relevant investment period from the 90-day average closing price of our common stock on the last trading day of the year preceding the beginning of the applicable period. We did not pay any dividends during the periods set forth in this table. |
2021 COMPENSATION ELEMENTS
The illustrationillustrations below providesprovide an overview of the principal components of our executive compensation program aimed at driving long-term shareholder value and rewarding strong financial and operational performance. Numerous factors played a role in our 2022 compensation decisions with the overarching goal of closely linking pay to performance. In 2022, given the Company’s exceptional financial performance and long-term stock performance, performance-based cash incentives paid for 2022 performance and equity compensation granted in 2022 comprised 83% of Ms. Salka’s total compensation, and 76% - 80% of the total compensation for each of our other named executive officers resulting in an average of 77% of total compensation for our other named executive officers at risk (other than with respect to Ms. Grace’s partial year of service), as set forth in the Summary Compensation Table on page 85 below. MS. GRACE’S COMPENSATION AT RISK 
MS. SALKA’S COMPENSATION AT RISK 
OTHER NEO COMPENSATION AT RISK(1) 
Table of Contents Executive Compensation Components(4)(1) | | | | Purpose | | Key Features | | Base Salary | | | | | | | | | | | | | | | CEO:Ms. Salka’s:
 
| | Other NEOs
(Average):  
| | Attract and retain talent | | ● Fixed base of cash compensation ● Reviewed and approved annually ● Benchmarked annually to the median and 75th percentile of our peer group and other companies of similar revenue and market capitalization | | Annual Cash Incentive Bonus | | | | | | | | | | | CEO:Ms. Salka’s:
 
| | Other NEOs
(Average):  
| | Drive achievement of annual strategic and financial objectives | | ● 70% of target values are directly tied to measurable financial measures (known as the “Financial” component) ● Consolidated revenue (35%(30%) ● Consolidated adjusted EBITDA (35%(40%) ● 30% of target values are directly tied to non-financial factors (known as the “Leadership” component) ● One-year performance period, aligned with our strategic priorities ● Payout Range: 0-200% of target | | Long-Term Incentive | | | | | | | | | | | CEO:Ms. Salka’s:
 
| | Other NEOs
(Average):  
| | Align with shareholders’shareholders interests and drive achievement of our long-term strategic objectives | | ● Equity mix of: ● Time-vested restricted stock units (35%) ● Performance-based restricted stock units based on total shareholder return (30%) ● Payout Range: 0-175% of target ● Performance-based restricted stock units based on adjusted EBITDA performance (35%) ● Payout Range: 0-200% of target ● Three-year performance/vesting period ● Actual payout dependent upon long-term financial and stock performance and retention |
(4)(1) | Ms. Grace joined the Company as President and CEO on November 28, 2022 and was not eligible to participate in the Bonus Plan for 2022 and did not receive the mix of long-term incentive awards reflected in this chart. The pie charts reflectcomponents of Ms. Grace’s 2022 compensation are included below in the compensation components for Ms. Salka,section “Named Executive Officer Compensation in 2022.” Other NEOs reflected in this chart include Mr. Hagan, Mr. Knudson, and Ms. Jackson. It does not include Mr. Knudson, who joined the company in November 2021 or Mr. Scott, who resigned from the Company in August 2021. |
Numerous factors played a role in our 2021 compensation decisions with the overarching goal of closely linking pay to performance. In 2021, performance-based cash incentives and equity compensation (which is inherently linked to performance) comprised 85% of our CEO’s compensation, and 59% - 96% of the total compensation for each of our other named executive officers.
| | 50 | |
Table of Contents
Executive Compensation
To illustrate this, the chart set forth below reflects the percentage breakdown of our CEO’s actual 2021 compensation as set forth in the Summary Compensation Table below on page 69.
CEO COMPENSATION AT RISK (86% AT RISK)
As the Compensation Committee has consistently done, it based its 20212022 compensation decisions on the Company’s 20212022 financial goals and other actions influencing executive compensation based on the expectation that (1) we would achieve targeted revenue and adjusted EBITDA performance on a consolidated basis, and (2) our named executive officers would lead their teams to successfully execute our business strategy in a manner that reflected our core values. Below is a breakdown of our current named executive officers’ actual compensation for 2021,2022, as set forth in the Summary Compensation Table on page 6985 below. 2022 Proxy Statement | | 5166 | |
Table of Contents Executive Compensation NAMED EXECUTIVE OFFICER COMPENSATION IN 2021Named Executive Officer Compensation In 2022
Susan R. SalkaCary Grace
 
TOTAL: $9,472,551$3,305,296 | | | JeffreySusan R. KnudsonSalka
 
TOTAL: $4,022,685$8,468,824 | | | | | | | | | | | Mark C. HaganJeffrey R. Knudson
 
TOTAL: $3,891,392$3,255,853 | | | Denise L. JacksonMark C. Hagan
 
TOTAL: $3,331,441$2,905,456 | | | | | | | | | | | Christopher S. SchwartzDenise L. Jackson
 
TOTAL: $682,290$2,550,745 | | | Brian M. Scott
TOTAL: $1,905,161
|
| | | 522023 Proxy Statement | 67 |
Table of Contents Executive Compensation RESPONSE TO 2021 SAY-ON-PAY VOTEResponse To 2022 Say-On-Pay Vote
At our 20212022 Annual Meeting of Shareholders held on April 21, 2021,May 6, 2022, we received approximately 93%90% support (based on shares voting) on our advisory “say-on-pay” proposal regarding the compensation of our named executive officers. Our compensation program has remained consistent with that set forth in our 20212022 proxy statement, and we believe the following four themes remain most important to our shareholders: (1) compensation should correlate to company performance, (2) performance awardscompensation should constitute an important componenta majority of compensation (3) long-term incentiveperformance awards (3) performance measures beyond total shareholder returnto ensure sustainable value for shareholders should be considered, such as achievementan integral part of operationalcompensation and strategic measures, and (4) variable compensation should be designed to motivate, reward and retain executives. The Compensation Committee believes that our executive compensation program in 20212022 satisfied each of the four themes identified above. In 2021,2022, the Compensation Committee took the following actions: | 1. | Issued PRSUs tied to total shareholder return and annual adjusted EBITDA performance over a three-year period, | | | | 2. | Established performance goals of 1.3% and 8.25% year-over-year consolidated revenue and adjusted EBITDA performance respectively,in line with our annual financial operating plan for the named executive officers to receive their target bonuses, and | | | | 3. | Adjusted base salaries, cash incentive annual bonus opportunity and long-term equity incentive grant values to more closely alignaligned with industrymarket and executive compensation peer group pay practices,to reward strong performance and to retain our talent, and reward strong performance. | | | | 4. | Established the 2022 Performance and Retention Bonus to be paid to certain key executives who remain employed with the Company on May 1, 2023, based on adjusted EBITDA performance exceeding 121% - 140% of previously established targets. |
PRINCIPAL COMPONENTS OF OUR COMPENSATION PROGRAMPrincipal Components of our Compensation Program
In line with our core value of continuous improvement, we (1) listen to our shareholders, (2) review the latest trends in executive compensation practices, (3) evaluate whether shareholders or proxy advisory services view certain pay practices with disfavor and (4) review our pay practices to ensure that we have designed and implemented compensation programs that we believe will create value for our shareholders that attract, incent,incentivize, and retain executives. | | | | 
PRINCIPAL COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM | | | | | | | ●baseBase salary, ●short-termShort-term or annual performance awards in the form of cash bonuses, and ●long-termLong-term incentive awards in the form of restricted stock units and performance restricted stock units,units. | | We also provide: ●benefits generally available to other employees, including a non-qualified deferred compensation plan, as well as benefits generally available to all employees, ●severance agreements, and ● reimbursement for each named executive officer up to $25,000 for certain financial, estate planning and personal health and wellness expenses, and ●for our CEO, an employment agreement with severance provisions and, for our other named executive officers, severance agreements.expenses.
|
BASE SALARYBase Salary
Base salary serves as the first principal component of our executive compensation program. In setting base salaries, the Compensation Committee considers several factors. | | | | 
FACTORS CONSIDERED BY THE COMPENSATION COMMITTEE IN SETTING BASE SALARIES | | | | | | | ●theThe market salary for similarly situated executives within our peer group and other companies of similar revenue size and market capitalization, ●ourOur operational and financial performance, | | ●individualIndividual performance, skills, knowledge, tenure, experience, and responsibilities, and ●theThe recommendations of our CEO for our other named executive officers. |
Table of Contents
Executive Compensation
We manage salary changes to fall within our annual budget. We evaluate our operational and financial performance against our annual strategic objectives and our annual operating plan. We evaluate our stock performance against our executive compensation peer group and the Russell 2000 Index. Our CEO bases her recommendations for our named executive officers on the same factors the Compensation Committee considers for her as CEO, and her recommendations are particularly helpful for the Compensation Committee to evaluate the other executive officers’ performance, knowledge, skills, experience and responsibilities. | 68 | |
ANNUAL CASH PERFORMANCE BONUSTable of Contents
Executive Compensation Annual Cash Performance Bonus Annual cash performance bonus opportunities serve as the second principal component of our executive compensation program and are designed to incentincentivize and reward performance. The Company’s Bonus Plan is the mechanism by which the Compensation Committee provides cash bonus opportunities as a strong incentive for our executive officers to achieve annual financial targets that support our strategic objectives. Although certain details of the Bonus Plan may change from year to year, its principal elements remain consistent and include specific consolidated revenue and consolidated adjusted EBITDA financial goals tied to our annual operating plan. We refer to these financial metrics of the Bonus Plan as the Financial Component. The Compensation Committee sets threshold, “target” (i.e., 100% payout) and maximum amounts for bonuses and a weight for each metric that corresponds to the level of achievement required to trigger a threshold, target, or maximum bonus for the named executive officer under such metric. The threshold level for each metric typically starts at a minimum performance level (i.e., 90% of targeted consolidated adjusted EBITDA). The maximum bonus typically requires a performance level of 110% to 120% of the target amount for each metric. We have typically used incremental hurdles (usually 1% increments for adjusted EBITDA and one-half percent increments for revenue) of performance between the threshold level and the maximum level that increase the amount of bonus that can be earned on a straight-line basis depending on the hurdle ultimately achieved. The leadership component of the bonuses, which we refer to as the Leadership Component in this CD&A, has been based on non-financial factors, such as performance relative to direct competition, leadership, achievement of strategic objectives, including Company’s diversity-relateddiversity and ESG-related objectives and effective leadership in line with our core valuesvalues. In addition, in 2022 we established the 2022 Performance and Retention Plan to provide incentive compensation in the form of an additional cash bonus to our named executive leadership competencies.officers (other than Ms. Grace and Ms. Salka) and other key employees that is directly related to 2022 consolidated adjusted EBITDA for performance beyond 121% of our annual operating plan. The 2022 Performance and Retention Plan has a payout range of 0% and 100%, upon the Company’s achievement of a minimum performance level of 121% of target consolidated adjusted EBITDA (with a cap at a maximum level of 140% of the target), provided that to receive the bonus the executive must remain employed by the Company on May 1, 2023. In setting each named executive officer’s target bonus, the Compensation Committee evaluates benchmarking data for comparable positions generally and within our executive compensation peer group, the recommendations of our CEO (except with respect to her target bonus), individual performance, knowledge, experience and responsibilities. | | | | 
PRINCIPLES GOVERNING THE DESIGN OF CASH INCENTIVE BONUSES | | | | | | | ●theThe metrics must be tied to key indicators of our success and our annual objectives, ●theThe performance goals must be reasonably achievable and viewed as fair, while at the same time encouraging stretch performance, ●theThe metrics must be simple to understand and can be influenced by the executive, | | ●theThe portion of an individual’s target annual cash compensation attributable to target annual bonus should increase with successively higher levels of responsibility, and ●payoutsPayouts should reflect our performance as well as the performance of the executive, including performance relative to the Company’s diversity, equality, equity, and inclusion objectives and furtherance of its culture of ethics. |
The Compensation Committee may amend the Bonus Plan at any time and may also amend any outstanding award granted under the Bonus Plan. LONG-TERM INCENTIVESLong-Term Incentives
Long-term incentives in the form of equity awards are the third principal component of our executive compensation program and serve to align the interests of our named executive officers with our shareholders. Under the Company’s 2017 Equity Plan, which we refer to in this CD&A as the Equity Plan, we grant equity awards with various vesting parameters, typically three years in length, to named executive officers and key employees to incentivize the achievement of our long-term strategic objectives. We also use them as an employee retention tool. We utilize PRSUs as part of our long-term incentive structure to strengthen the performance-based component of the long-term incentive component. In 2021,2022, we utilized PRSUs that payoutpay out based on (i) the Company’s total shareholder return over three years and (ii) adjusted EBITDA Performance PRSUs that vest and payoutpay out at the end of three years butthat accrue value annuallyon a one year and then two-year performance period based on the Company’s achievement of annuala target at the end of the first year and then a certain year-over-year compounding adjusted EBITDA performance targets.target in the remaining two years. We refer to these awards as our TSR PRSUs and Adjusted EBITDA Performance PRSUs, respectively. 542023 Proxy Statement | 69 |
Table of Contents Executive Compensation | | | | 
PRINCIPLES GOVERNING THE DESIGN OF LONG-TERM INCENTIVES | | | | | | | ●performancePerformance periods should cover multiple years to create balance between short- and long-term objectives, ●long-termLong-term incentives should function to (a) align executive and shareholder interests, (b) enhance focus on improvements in operating performance and the creation of shareholder value and (c) drive achievement of our long-term strategic objectives, and ●awardsAwards should support retention,retention. | | ●aggregateAggregate annual share usage should be carefully managed to avoid excessive levels of shareholder value transfer, and ●theThe aggregate cost of long-term incentives should be reasonable compared to members of our peer group, and the cost implications should be supported by our annual operating planplan. |
Our Compensation Determination Process OUR COMPENSATION DETERMINATION PROCESSRoles and Responsibilities
ROLES AND RESPONSIBILITIES
| Responsible Party | | Primary Roles and Responsibilities Relating to Compensation Decisions | | CompensationCommittee(Comprised solely ofindependent directors) | | The primary responsibilities of the Compensation Committee include oversight of our executive compensation programs. Specifically, they include: | (Comprised solely of independent directors) | | ● Review the design of, and risks associated with, the Company’s compensation policies and practices, including our Equity Plan and Bonus Plan; ● Approve annual performance goals and objectives for our Chief Executive Officer; ●Determine the annual compensation of our Chief Executive Officer, including the performance metrics and goals for performance-based long-term and short-term incentive compensation; ● Conduct an annual evaluation of our Chief Executive Officer’s performance and review such evaluation with the independent members of the Board; ● Approve the annual compensation of our other named executive officers and executives that directly report to our CEO (we refer to this group of executives, including the Chief Executive Officer, as the CEO Committee), including performance metrics and goals for performance-based long-term and short-term incentive compensation; ● Hire the Company’s independent compensation consultant; and ● Approve the composition of our executive compensation peer group. | | IndependentMembers of theBoard | | ● Participate in and consider the Compensation Committee’s annual evaluation of our Chief Executive Officer’s performance; and ●Consider the Committee’s actions regarding the compensation of our Chief Executive Officer and, if deemed appropriate or necessary, ratify such actions. | IndependentCompensationConsultant
(Frederic W. Cook &Co., Inc.) | | ● Provide the Compensation Committee with advice regarding the design of all elements of the Company’s executive compensation program; ● Review and provide an assessment of the material risks associated with the Equity Plan and Bonus Plan; ● Provide advice to the Compensation Committee regarding the composition of the compensation peer groups; ● Provide expert knowledge of marketplace trends and best practices relating to executive compensation and competitive pay levels; ● Provide advice and recommendations regarding the compensation of the Company’s named executive officers; and ● Regularly attend and actively participate in meetings of the Compensation Committee, including executive sessions. | | Chief ExecutiveOfficer | | ● Recommend annual non-financial performance goals and objectives for the CEO Committee (other than herself); ● Conduct an annual performance evaluation for each member of the CEO Committee (other than herself) and discuss the results with the Committee; and ● Make recommendations to the Compensation Committee with respect to the compensation of the members of the CEO Committee (other than herself) based on the final assessment of their performance. |
The Compensation Committee generally conducts its salary and bonus structure review for a particular year in the last quarter of the previous year or early in the subject year. At that time, the Compensation Committee evaluates compensation by, among other things, reviewing (1) peer benchmarking information, (2) the individual’s performance, duties, and experience, (3) analysis and advice from its compensation consultant, (4) our financial and operational performance, and (5) the recommendations of our CEO (who does not provide a recommendation for herself). 2022 Proxy Statement 70 | 55 |
Table of Contents Executive Compensation With respect to our Bonus Plan, the Compensation Committee determines the performance metrics for the award each year. In December, the Board approves our annual operating plan and financial targets for the upcoming year. Once our annual operating plan is approved, the Compensation Committee sets the range of financial performance targets for our named executive officers under the Bonus Plan in early January of each year. These financial targets set by the Compensation Committee correspond to our annual operating plan financial targets approved by the Board. The Compensation Committee also grants annual equity awards under our Equity Plan. In addition to annual grants, the Compensation Committee utilizes the Equity Plan to grant equity awards to key employees upon their initial employment, promotion, or as special retention awards. In the Compensation Committee’s discretion, it may authorize our CEO to grant equity awards to employees that do not serve on the CEO Committee within certain individual and aggregate thresholds that the Compensation Committee approved. The Compensation Committee regularly reviews any awards granted by our CEO. PEER GROUPPeer Group
On an annual basis, the Compensation Committee reviews potential peer companies to help assess the competitiveness of compensation and practices for our executives and approves an appropriate executive compensation peer group. Accordingly, to understand our position within the marketplace and make compensation decisions that will help attract and retain a strong management team, the Compensation Committee reviews (1) compensation information for companies comparable in size and industry, (2) our financial performance against our internal financial targets, our designated peer group, and the Russell 2000, and (3) internal compensation comparability among senior executives. The Compensation Committee believes an important factor to consider in ensuring that our compensation program remains competitive, is the proper identification and selection of the executive compensation peer group, as we may compete for executive talent with such peer companies. The Compensation Committee selects peers from the healthcare, commercial and professional services industries, and targets companies operating in the healthcare and employment services, healthcare technology and diversified support services sectors. Our 20212022 executive compensation peer group, as determined by our Compensation Committee, was as follows: OUR 2021 EXECUTIVE COMPENSATION PEER GROUP | Our 2022 Executive
Compensation Peer Group | | | | | | | | ● Veradigm Inc.(1) | ● Insperity, Inc. | ● ASGN Incorporated | | ● Amedisys, Inc. | ● Kforce, Inc. | ● Premier, Inc. | | ● Cross Country Healthcare, Inc. | ● Korn/Ferry International | ● Robert Half International Inc. | | ● Healthcare Services Group, Inc. | ● LHC Group, Inc. | ● TrueBlue, Inc. | | ● TriNet Group, Inc. | ● Pediatrix Medical Group, Inc.(2) | ● R1 RCM, Inc. | | | |
| (1) | Effective January 1, 2023, Allscripts Healthcare Solutions, Inc. ● Amedisys, changed its name to Veradigm, Inc.
● Cross Country Healthcare,
| | (2) | Effective July 1, 2022, MEDNAX, Inc. ● Healthcare Services changed its name to Pediatrix Medical Group, Inc.
● TriNet Group, Inc.
| | ● Insperity, Inc.
● Kforce, Inc.
● Korn/Ferry International
● LHC Group, Inc.
● MEDNAX, Inc.
| | ● ASGN Incorporated
● Premier, Inc.
● Robert Half International Inc.
● TrueBlue, Inc.
|
Each July the Compensation Committee evaluates our executive compensation peer group for the upcoming year primarily using industry, revenue and market capitalization of companies from whom AMN competes for talent.companies. When evaluating our 20212022 executive compensation peer group, the Compensation Committee reviewed (1) our 20212022 executive compensation peer group, (2) the peers that Institutional Shareholder Services lists for us that were not in our 20212022 executive compensation peer group, (3) peers that Glass Lewis lists for us that were not in our 20212022 executive compensation peer group, (4) companies that were not in our 20212022 executive compensation peer group that disclosed us in their proxy statement as part of their peer group, and (5) companies within our GICS code that met Institutional Shareholder Services’ recommended revenue and market capitalization band criteria. Based on its evaluation, the Compensation Committee decided to add R1 RCM, Inc. to our peer group for 2022. Our 20212022 executive compensation peer group of 1415 companies ranged from approximately $1.5$1.3 billion to $6.5$7.2 billion in revenues for the year ended December 31, 2021,2022, and from approximately $954$641 million to $12$8 billion in market capitalization.capitalization as of December 31, 2022. For purposes of comparison, our consolidated revenue andfor the year ending December 31, 2022 was approximately $5.24 billion while our market capitalization was $4.5 billion as of December 31, 2021 was approximately $3.98 billion and $5.7 billion, respectively,2022, placing us fifththird in our 20212022 executive compensation peer group for revenue and fourth for market capitalization. This does not include Veradigm Inc., who reported on February 28, 2023 that internal control failures resulting in a mis-statement to the reported revenue over the prior six quarters had occurred and filed a Form 12b-25, extending the due date of the Company’s Form 10-K. For the same reason, Veradigm Inc. is not included in the revenue chart directly below. 562023 Proxy Statement | 71 |
Table of Contents Executive Compensation TRAILING TWELVE MONTHS REVENUE ($MM) AS OF DECEMBER 31, 20212022 
MARKET CAPITALIZATION ($MM) AS OF DECEMBER 31, 2021
 
| (1) | Market capitalization and revenue areRevenue is reflected as of December 31, 20212022 with the exception toof Korn Ferry, which is based on the trailing twelve months ending January 31, 2022.2023. |
BENCHMARKINGMARKET CAPITALIZATION ($MM) AS OF DECEMBER 31, 2022
| (1) | Effective July 1, 2022, Mednax, Inc. changed its corporate name to Pediatrix Medical Group, Inc. | | (2) | Effective January 1, 2023, Allscripts Healthcare Solutions, Inc. changed its name to Veradigm, Inc. |
Benchmarking The principal components of our executive compensation program - (1) base salary, (2) annual cash performance bonuses, and (3) long-term equity incentive awards - reflect the implementation of our executive compensation philosophy. The Compensation Committee receives benchmarking information for each of these components at the median and 75th percentile utilizing a blend of companies, including those within our executive compensation peer group, that are similar in terms of business type, revenue, and market capitalization. The Compensation Committee considers benchmarking data as a reference point rather than determinative data. Compensation for specific individuals may vary upward or downward from the median for individual named executive officers based on, among other things, individual performance, tenure, experience, scope of responsibilities, internal parity considerations, the recommendations of our CEO (for compensation other than her own) and succession planning considerations. 2022 Proxy Statement | �� | 5772 | |
Table of Contents Executive Compensation OUR 2021 COMPENSATION PROGRAM AND RESULTSOur 2022 Compensation Program and Results
Our named executive officers’ 20212022 direct compensation consisted of: (1) a base salary; (2) cash incentive bonus based on performance; (3) long-term equity incentives; (4) reimbursement for certain financial, estate planning and personal health and wellness expensesexpenses; and (5) certain other additional compensation, such as matching deferred compensation contributions. We discuss each component of our 20212022 compensation program for our named executive officers in more detail below. 2021 BASE SALARYBase Salary
In late 2020,2021, the Compensation Committee reviewed annual base salary levels for the named executive officers and, after careful consideration, approved increases effective January 1, 20212022 ranging from zero to twofive percent from the previous year, as reflected in the table below. In making its determinations, the Compensation Committee considers, among other things, (1) the market salary for similarly situated executives within our executive compensation peer group and other companies of similar revenue size and market capitalization, (2) Company operational and financial performance, and (3) individual performance. When benchmarking Ms. Salka’s 20212022 base salary, it was slightly above the median among other CEOs within our 20212022 executive compensation peer group. The Compensation Committee believed this base salary was appropriate for Ms. Grace as well. | Named Executive Officer | | 2020 Salary
($) | | 2021 Salary
($) | | Increase
% | | Susan R. Salka | | 1,030,000 | | 1,030,000 | | 0 | | Jeffrey R. Knudson(1) | | — | | 600,000 | | — | | Christopher S. Schwartz(2) | | — | | 249,879 | | — | | Brian M. Scott(3) | | 520,000 | | 520,000 | | 0 | | Mark C. Hagan | | 500,000 | | 510,000 | | 2 | | Denise L. Jackson | | 440,000 | | 440,000 | | 0 |
| Named Executive Officer | | 2021 Salary
($) | | | 2022 Salary
($) | | | Increase
% | | | Cary Grace | | | — | | | | 1,060,000 | | | | — | | | Susan R. Salka(1) | | | 1,030,000 | | | | 1,060,000 | | | | 3 | | | Jeffrey R. Knudson | | | 600,000 | | | | 600,000 | | | | — | | | Mark C. Hagan | | | 510,000 | | | | 525,000 | | | | 3 | | | Denise L. Jackson | | | 440,000 | | | | 460,000 | | | | 5 | |
(1) | Mr. Knudson joined the Company on November 2, 2021 and assumed the role as Chief Financial Officer and Treasurer on November 8, 2021. | (2)(1) | Mr. Schwartz became Interim Principal Financial Officer upon Mr. Scott’s resignation, effective August 9, 2021, and resumed his previous position on November 8, 2021. | (3) | Mr. Scott resignedMs. Salka retired from the Company effective August 9, 2021.November 27, 2022. |
2021 BONUS PLANSenior Management Incentive Bonus Plan
TARGET BONUS LEVELSTarget Bonus Levels
In December 2020,2021, the Compensation Committee reviewed the 20212022 target bonus levels for our named executive officers, which we express as a percentage of annual base salary. In furtherance of the Company’s pay-for-performance philosophy, the Compensation Committee maintainedadjusted the existing bonus percentage target for each named executive officerMr. Hagan and Ms. Jackson in 2021.2022 due to an increase in their base salary, but did not change the bonus target as a percentage of salary. The table below shows 20212022 target bonus information for each named executive officer both in dollar amount and as a percentage of salary together with, for comparative purposes, the same figures for 2020.2021. | Named Executive Officer | | 2020 Bonus Target
(% of Salary) | | 2021 Bonus Target
(% of Salary) | | 2020 Bonus
Target ($) | | 2021 Bonus
Target ($) | | 2021 Bonus Target
(% of Salary) | | | 2022 Bonus Target
(% of Salary) | | | 2021 Bonus
Target ($) | | | 2022 Bonus
Target ($) | | | Cary Grace(2) | | | | | | | | | | | | Susan R. Salka | | 120 | | 120 | | 1,236,000 | | 1,236,000 | | | 120 | | | | 125 | | | | 1,236,000 | | | | 1,325,000 | | | Jeffrey R. Knudson(4) | | — | | — | | — | | — | | | Christopher S. Schwartz(5) | | — | | 25 | | — | | 62,470 | | | Brian M. Scott(6) | | 100 | | 100 | | 520,000 | | 520,000 | | | Jeffrey R. Knudson(3) | | | | | | | | 90 | | | | — | | | | 540,000 | | | Mark C. Hagan | | 75 | | 90 | | 375,000 | | 459,000 | | | 90 | | | | 90 | | | | 459,000 | | | | 472,500 | | | Denise L. Jackson | | 75 | | 90 | | 330,000 | | 396,000 | | | 90 | | | | 90 | | | | 396,000 | | | | 414,000 | |
(4) | | | (2) | Ms. Grace joined the Company on November 28, 2022 but was not eligible to participate in the Bonus Plan in 2022. | | (3) | Mr. Knudson joined the Company on November 2, 2021 and assumed the role of Chief Financial Officer and Treasurer on November 8, 2021, but was not eligible to participate in the Bonus Plan in 2021. | (5) | Mr. Schwartz became Interim Principal Financial Officer upon Mr. Scott’s resignation, effective August 9, 2021, and resumed his previous position on November 8, 2021 and no longer serves as a named executive officer. | (6) | Mr. Scott resigned from the Company effective August 9, 2021 and is no longer a named executive officer of the Company. |
The dollar amount of Ms. Salka’s 20212022 cash bonus target amount fell atwas generally aligned with the 50th percentile among CEOs within our 20212022 executive compensation peer group based on the most recent proxy statements filed by our executive compensation peer group, which the Compensation Committee believed was appropriate. 582023 Proxy Statement | 73 |
Table of Contents Executive Compensation STRUCTURE OF OUR BONUS PLANStructure of our Senior Management Incentive Bonus Plan
In 2021,2022, and consistent with previous years, the Financial Component comprised 70% of our named executive officers’ total target bonuses and the Leadership Component comprised the remaining 30%. For 2021,2022, consistent with prior years’ practice, the Compensation Committee tied the Financial Component of the Bonus Plan to the achievement of our 20212022 annual operating plan revenue and pre-bonus adjusted EBITDA targets. We use pre-bonus adjusted EBITDA, which we refer to as Pre-Bonus AEBITDA(1), solely to determine bonuses. Pre-bonus AEBITDA excludes from Adjusted EBITDA the payment of bonuses, the impact of acquisitions that were not included in the Company’s operating plan, and certain increases to the Company’s legal expense accruals not contemplated by its 20212022 annual operating plan. For information on the calculation of Pre-Bonus AEBITDA, and a reconciliation of our 20212022 net income to adjusted EBITDA and Pre-bonus AEBITDA, please see Exhibit A to this proxy statement (page 95)113). In 2021,2022, the weighting of the performance metrics reflected below were consistent for each of our named executive officers: | | Consolidated Revenue | | Pre-Bonus AEBITDA | | Leadership Component | | | | 35% | | 35% | | 30% | |
| Consolidated Revenue | | Pre-Bonus AEBITDA | | Leadership Component | | 30% | | 40% | | 30% |
| | | (1) | Under no circumstances should Pre-Bonus adjusted EBITDA be used to substitute for any other financial metric and is used by us solely to determine bonus amounts. |
RATIONALE FOR ANNUAL BONUS PERFORMANCE OBJECTIVESRationale for 2022 Senior Management Incentive Bonus Plan Performance Objectives
In 2021,2022, the Compensation Committee continued to utilize the Financial and Leadership Components as the annual performance metrics under the Bonus Plan for a variety of reasons, which are described in more detail below. | ● | Financial Component | | ● | Consolidated Revenue (35%(30%): The Compensation Committee believes revenue remains one of the most reliable measurements to evaluate the success of our growth strategy and operational performance. It also selected revenue because investors focus on revenue growth as a metric when evaluating our performance. | | ● | Pre-Bonus AEBITDA (35%(40%): The Compensation Committee chose Pre-Bonus AEBITDA because adjusted EBITDA is widely accepted among management, the Board, shareholders, and financial analysts as a measurement of our profitability and performance. Revenueperformance.Revenue and adjusted EBITDA are routinely areas of focus during our earnings calls and meetings with investors. Furthermore, the Compensation Committee believes Pre-Bonus AEBITDA remains an objective measure of management’s performance because it excludes items over which management has less control, such as amortization, interest expense and taxes. | | ● | The actual consolidated revenue and consolidated Pre-Bonus AEBITDA targets that the Compensation Committee established as the basis for paying “target” payoutspay outs under the 20212022 Financial Component for each named executive officer represented growthperformance that the Compensation Committee believed was at or above organic growth ratesanticipated performance of those in the markets we serve. | | ● | our market sector. The threshold for a named executive officer to receive a bonus under the Financial Component required achievement of 90% of our 20212022 annual operating plan target for each of Pre-Bonus AEBITDA and consolidated revenue. Receipt of the target bonus amount for each of the consolidated revenue and Pre-Bonus AEBITDA metrics required the Company to meet 100% of our 20212022 annual operating plan for that metric, which represented roughly 1.3% year-over-year consolidated revenue growth and 8.25% Pre-Bonus AEBITDA performance, respectively.metric. | | ● | The Company’s consolidated Pre-Bonus AEBITDA performance target for 2021 relative to its annual consolidated revenue growth target reflects the Company’s decision to make strategic investments in its digital and workforce solutions technology offerings necessary to drive long-term shareholder value and achieve the Company’s long-term strategic objectives. | ● | Leadership Component (30%): The Compensation Committee uses the Leadership Component to among other things, distinguish among individuals with respectfocus on the executive’s contribution to non-financial metrics.achieving our strategic goals that will fuel our financial success and create long-term value. While the metricsspecific measures may differ slightly for each named executive officer, we generally measure the Leadership Component based upon our named executive officers’ leadership, personal performance, achievement of diversity-related objectives and execution on our strategic and operational initiatives.initiatives and achievement of ESG-related objectives. |
2021 BONUS PLAN PAYOUTS2022 Payouts Under Senior Management Incentive Bonus Plan
FINANCIAL COMPONENT We have included a table below ($ in thousands) that summarizes how we performed against the target financial performance metrics that we utilized when determining the Financial Component portion of our named executive officers’ bonuses for 2021.2022. | Metric | | 2021
Target | | 2021
Results | | $ Variance From
2021 Target | | % Variance From
2021 Target | | 2022
Target | | | 2022
Results | | | $ Variance From
2022 Target | | | % Variance From
2022 Target | | | Consolidated Revenue | | 2,400,000 | | 3,984,235 | | 1,584,235 | | 66 | | | 3,575,000 | | | | 5,243,242 | | | | 1,668,242 | | | | 47 | | | Pre-Bonus AEBITDA | | 327,810 | | 659,846 | | 332,036 | | 101 | | | 545,100 | | | | 846,687 | | | | 301,587 | | | | 55 | |
| | | 2022 Proxy Statement 74 | 59 |
Table of Contents Executive Compensation LEADERSHIP COMPONENT With respect to the Leadership Component, the Compensation Committee believes our named executive officers demonstrated strong leadership in 20212022 resulting in exceptional financial and operational results for the Company. Specifically, we (i) effectively responded, and worked with our clients to help address the continued challenges and opportunities that arose as the pandemic persisted and labor market shortages increased and became severe, (ii) continued to focus on our long-term strategic developmentpriorities and our partnerships with healthcare organizations to provide our full suite of mobile technology platformstotal talent solutions to optimize their workforce, (iii) expanded our international nurse business, adding permanent placement to our nurse and remained focused on being a leader in providing a full spectrum of workforce technology, staffing and searchallied solutions, (iii) significantly grew our team, including key leadership positions, blending deep industry experience with dynamic new leaders and (iv) continued fostering an inclusive environmentto make significant progress on our investments in digital capabilities, and diverse workforce that we believe drives innovation and better outcomes.(v) made significant progress in advancing our other ESG-related initiatives. PAYOUTS The 20212022 annual operating plan did not reflect the potential financial impact of any acquisitions. As such, the Compensation Committee did not include the financial impact of the Company’s Synzi and SnapMD acquisitionsCompany acquisition of Connectics when determining the Company’s 20212022 bonus plan revenue and adjusted EBITDA. Excluding the impact of such acquisitions, the Company’s 20212022 revenue and Pre-Bonus AEBITDA results exceeded its 20212022 annual operating plan and the revenue and Pre-Bonus AEBITDA Bonus Plan targets approved by the Compensation Committee in January 20212022 by 66%47% and 101%55%, respectively. As a result of our leadership’s strong performance, the Company’s named executive officers earned maximum payouts of 200% above their target long-term incentive compensation based on Pre-Bonus AEBITDA targets. Based on outcomes, the Company and its Compensation Committee believe that the Bonus Plan is working as designed and intended. The illustrations below demonstrate the Company’s reported performance compared to annual operating plan target for each of the elements of the Financial Component together with an illustration of the Company’s 20212022 bonus payout compared to the Financial Component targets.  
The tables below set forth metrics and summary calculations for each named executive officer’s bonus amounts under the Leadership Component together with the final amounts paid under the Financial Component, which made up 70% of the total target bonus amount. Mr. Scott, Mr. SchwartzMs. Salka and Mr. KnudsonMs. Grace are not reflected in the tables below. Mr. Scott’s employment terminated priorFor more information on compensation paid to December 31, 2021, so he did not earn an annual cash incentive bonus. Mr. Schwartz served as the interim PFOMs. Salka and did not receive an annual cash incentive under the Bonus Plan; however, he was eligible for the Company’s Performance Incentive Bonus with a target of 25% of his salary. Based on the Company’s record financial performance, Mr. Schwartz earned $124,940, which represents the maximum payout available for him. Mr. Knudson joined the Company on November 2, 2021, so he was not eligible to receive an annual cash incentive bonus under the Bonus Plan. TheMs. Grace, see New CEO Compensation Committee took this and other considerations into account at that time and determined it would be more appropriate to offer Mr. Knudson a $900,000 sign-on bonus, which was paid on March 11, 2022.Ms. Salka’s Retirement below. 602023 Proxy Statement | 75 |
Table of Contents Executive Compensation MS. SALKA’SMR. KNUDSON BONUS METRICS
| Threshold | Target | Maximum | | | Revenue
($ in 1000’s)
% of Target
Bonus Amount ($)
|   | | % of Target
Bonus Earned under
Financial Component:
200% | Pre-Bonus AEBITDA
($ in 1000’s)
% of Target
Bonus Amount ($)
|   | | Leadership Target
($)
% of Target
|   | | % of Target
Bonus Earned under
Leadership Component:
200% | Total Bonus Earned: $2,472,000 |
MR. HAGAN’S BONUS METRICS
| Threshold | Target | Maximum | | $1,080,000 |
|
| MR. HAGAN’S BONUS METRICS | | | | | | | Threshold | Target | Maximum | | | Revenue
($ in 1000’s)
% of Target
Bonus Amount ($)
|   | | % of Target
Bonus Earned under
Financial Component:
200% | Pre-Bonus AEBITDA
($ in 1000’s)
% of Target
Bonus Amount ($)
|   | | Leadership Target
($)
% of Target
|   | | % of Target
Bonus Earned under
Leadership Component:
200% | Total Bonus Earned: $918,000$945,000 |
| | | 2022 Proxy Statement 76 | 61 |
Table of Contents Executive Compensation MS. JACKSON’S BONUS METRICS | Threshold | Target | Maximum | | | Revenue
($ in 1000’s)
% of Target
Bonus Amount ($)
|   | | % of Target
Bonus Earned under
Financial Component:
200% | Pre-Bonus AEBITDA
($ in 1000’s)
% of Target
Bonus Amount ($)
|   | | Leadership Target
($)
% of Target
|   | | % of Target
Bonus Earned under
Leadership Component:
200% | Total Bonus Earned: $792,000$828,000 |
2022 Performance and Retention Plan In May 2022, we established the 2022 Performance and Retention Plan for our named executive officers (other than Ms. Grace and Ms. Salka) and other key executives based on heightened adjusted EBITDA goals, in recognition of the competitive labor environment and to promote stability and continued growth during our CEO transition. The awards were designed to pay out at a range of 0% to 100%, subject to the Company’s adjusted EBITDA performance exceeding target by 121% to 140% and the executive remaining employed by the Company on May 1, 2023. As a result of the Company’s exceptional performance, the 2022 Performance and Retention Plan is expected to result in the maximum pay out, provided that to receive the bonus the executive must remain employed by the Company on May 1, 2023. Neither Ms. Salka nor Ms. Grace received a 2022 Performance and Retention Bonus, as the bonus was established after Ms. Salka announced her retirement and before Ms. Grace joined the Company. Pre-Bonus AEBITDA
($ in 1000’s)
% of Target | | | | Mr. Knudson 2022 Performance and
Retention Bonus | Payout Range | |  | Mr. Hagan’s 2022 Performance and
Retention Bonus | Payout Range | |  | | Ms. Jackson’s 2022 Performance and Retention Bonus | Payout Range | |  |
| | 622023 Proxy Statement | 77 |
Table of Contents Executive Compensation LONG-TERM INCENTIVE COMPENSATIONNew CEO Compensation
2021 LONG-TERM INCENTIVE EQUITY AWARDSOn March 10, 2022, the Company announced that Ms. Salka would retire as President and Chief Executive Officer but would stand for re-election to AMN Healthcare’s board and would remain as President and Chief Executive Officer until the hiring of her successor. On October 31, 2022, the Company announced the appointment of Cary Grace to succeed Ms. Salka as CEO of the Company, effective November 28, 2022.
The Board determined that Ms. Grace was the right candidate to build upon AMN Healthcare’s operational and organizational strengths and guide AMN Healthcare in the next phase of its evolution. Ms. Grace’s proven track record of leading dynamic, client-centric businesses positions her to lead AMN into the new environment of post-pandemic healthcare. She is the former CEO of Global Retirement, Investment and Human Capital at Aon where she also led their enterprise client management and oversaw the integration of all acquisitions for the company. Prior to joining Aon in 2011, she spent 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. Ms. Grace is a passionate advocate for Environmental, Social and Governance issues and connected to AMN Healthcare’s purpose and values. In 2021,designing Ms. Grace’s compensation package, the Compensation Committee, advised by its independent compensation consultant, sought to deliver market-competitive compensation commensurate with Ms. Grace’s capabilities, experience, alignment with AMN’s values and culture and reflective of the challenging healthcare environment. Ms. Grace’s base salary of $1,060,000 and annual cash bonus target of 125% of base salary are both equal to those of her predecessor, which the Compensation Committee determined were market competitive and recognized Ms. Grace’s expertise and leadership experience. Upon her hire, Ms. Grace received (i) an equity grant in the form of restricted stock units valued at $2 million (the “Buy-Out Award”) and (ii) an equity grant in the form of RSUs valued at $1 million (the “Sign-On Award”) that, in each case, will vest ratably on each of the first three anniversaries of the grant date. Additionally, on December 16, 2022, the Company paid Ms. Grace a sign-on cash bonus of $200,000. Ms. Grace also received an annual long-term incentive award with a target value of $4.4 million comprised of a mix of RSUs and performance-based RSUs in accordance with the Company’s standard equity practices in January 2023. In determining the size and structure of her one-time new hire equity awards and bonus payment, the Compensation Committee considered the following factors: | ● | The importance of creating immediate alignment with AMN’s shareholders, | | ● | The competitive market for a talented, experienced, transformational leader capable of leading AMN, | | ● | Ms. Grace’s unique skill-set and proven record as a successful executive at large organizations, and | | ● | Outstanding equity awards that would be forfeited. |
Ms. Salka’s Retirement On November 27, 2022, Ms. Salka retired as President and Chief Executive Officer of the Company and resigned as a board member. Upon the announcement of her retirement, the Compensation Committee approved a Transition Agreement with Ms. Salka which included provisions related to her 2022 annual bonus, continued employment with the Company through her retirement date and future service to the Company in an advisory capacity. Specifically, the Transition Agreement provided that payment of the 2022 annual bonus would be made at the maximum payout amount of 250% (200% of the target bonus) of Ms. Salka’s base salary (i.e., $2,650,000) and would be paid in 2023 at the same time it would have been paid had she remained a Company employee. Additionally, to facilitate a smooth transition, Ms. Salka agreed to serve as an advisor to the Company from the date of retirement through the third anniversary of the separation date, pursuant to an Advisory Agreement, pursuant to which Ms. Salka will receive renumeration amounting to $300,000 on each of the three anniversaries following the effective date of the Advisory Agreement. In designing the compensation-related provision of the Transition Agreement, the Compensation Committee considered the following factors: | ● | Ms. Salka’s significant tenure and success while at AMN, | | ● | Ms. Salka’s strong client, industry and other stakeholder relationships, | | ● | The significant portion of 2022 for which Ms. Salka would be serving as President and CEO before retirement, and | | ● | Ms. Salka’s commitment to enabling a smooth and efficient CEO transition. |
The Compensation Committee believes that this arrangement is beneficial to the Company and its shareholders given the duration Ms. Salka’s tenure as well as her commitment to enabling a smooth and efficient CEO transition. Ms. Salka also satisfies the requirement for retirement eligibility for equity awards granted, but not yet vested at the time of her retirement. | 78 | |
Table of Contents Executive Compensation Long-Term Incentive Compensation 2022 Long-Term Incentive Equity Awards In 2022, the Compensation Committee granted equity awards to each named executive officer and the Committee believes these awards serve as a key component of their total compensation package. Consistent with prior years, we used a mix of time-based restricted stock units, which we refer to as RSUs in this CD&A, and PRSUs. All equity awards that we granted to our named executive officers (1) provide for “double trigger” vesting mechanics in the event of a change in control of the Company, and (2) allow for continued vesting of outstanding equity awards if a grantee terminates his or her employment after satisfying certain age (55) and service time (15 years) requirements, which our equity agreements refer to as “retirement.” Ms. Salka and Ms. Jackson each satisfy the requirements for retirement eligibility under their respective 20212022 equity awards. In light of Ms. Salka’s announced retirement, we amended Mr. Knudson’s restricted stock unit agreements on May 5, 2022, for his outstanding awards granted in 2021 and 2022 to also provide for accelerated vesting if he is terminated from the Company without Cause or termination of his service for Good Reason at a time when he could not have been terminated for Cause. The RSUs that Ms. Grace received when she joined the Company on November 28, 2022 will vest ratably on each of the first three anniversaries of the grant date. In the event of a termination of Ms. Grace’s service by the Company without Cause or by Ms. Grace for Good Reason, (a) the Buy-Out Award will vest in full, (b) the Sign-On Award will vest on a pro-rata basis based on the number of full calendar months elapsed between the grant date and the termination date, (c) each Annual Award granted prior to 2026 in the form of RSUs will vest on a pro-rata basis based on the number of full calendar months elapsed between the grant date and the termination date and (d) each Annual Award granted prior to 2026 in the form of PRSUs will be eligible to vest on a pro-rata basis based on the number of full calendar months elapsed between the beginning of the applicable performance period and the termination date, subject to actual performance as measured at the end of the applicable performance period. “Cause” and “Good Reason” as used in the section are defined below in Termination of Employment and Change in Control Arrangements. AGGREGATE GRANT DATE FAIR VALUE The chart below reflects the aggregate grant date fair value of each equity award type that we granted to each named executive officer in 2021.2022. | Named Executive Officer | | AGD Fair
Value of
2021 TSR
PRSU
Award(s) ($) | | AGD Fair
Value of 2021
Adjusted
EBITDA
Performance
PRSU
Award ($) | | AGD Fair
Value of
2021 RSU
Award(s) ($) | | Total AGD
Fair Value
of 2021
Awards ($) | | AGD Fair
Value of
2022 TSR
PRSU
Award(s)
($) | | | AGD Fair
Value of 2022
Adjusted
EBITDA
Performance
PRSU
Award
($) | | | AGD Fair
Value of
2022 RSU
Award(s)
($) | | | Total AGD
Fair Value
of 2022
Awards
($) | | | Cary Grace | | | | — | | | | — | | | | 2,999,903 | | | | 2,999,903 | | | Susan R. Salka | | 1,200,012 | | 999,999 | | 3,443,683 | | 5,643,694 | | | 1,367,247 | | | | 1,539,945 | | | | 1,539,945 | | | | 4,447,137 | | | Jeffrey R. Knudson | | - | | - | | 2,999,940 | | 2,999,940 | | | 465,990 | | | | 524,907 | | | | 524,907 | | | | 1,515,805 | | | Christopher S. Schwartz | | - | | 18,769 | | 206,185 | | 224,954 | | | Brian M. Scott | | 449,971 | | 375,034 | | 674,993 | | 1,499,997 | | | Mark C. Hagan | | 1,590,540 | | 262,490 | | 472,495 | | 2,325,524 | | | 388,374 | | | | 437,477 | | | | 437,477 | | | | 1,263,328 | | | Denise L. Jackson | | 1,486,796 | | 176,017 | | 316,817 | | 1,979,630 | | | 341,775 | | | | 384,932 | | | | 384,932 | | | | 1,111,639 | |
Each of our named executive officers received PRSU grants in January 2021.2022. The PRSUs represented 80%65% or more of the AGD Fair Value of the total equity grant value for Ms. JacksonSalka, Mr. Knudson, Mr. Hagan and Mr. Hagan. While Ms. SalkaJackson. Ms. Grace received PRSU grants in January 2021, the Compensation Committee elected to wait to consider aequity grant of RSUs for Ms. Salka until September, when it had better visibility of our year-end financial, operational,8,164 and stock performance. For Mr. Scott, PRSUs represented 55% of the AGD Fair Value of his equity awards; however, he forfeited all unvested equity awards upon his resignation in August 2021, since he was not retirement eligible because he did not meet the age and service time requirements required in our equity agreements. In addition to 824 RSUs we granted to Mr. Schwartz in January 2021, he also received an additional equity award of 1,560 RSUs in July 2021 in connection with his appointment to Interim Principal Financial Officer following the announcement of Mr. Scott’s resignation. Due to the timing and interim nature of his role, Mr. Schwartz did not receive the same equity mix as our other named executive officers, so PRSUs only represented 8% of the AGD Fair Value of the total equity grant value for Mr. Schwartz in 2021.
Mr. Knudson received an equity award of 29,26216,329 RSUs in connection with hisher appointment as President and Chief FinancialExecutive Officer on November 28, 2022, the Sign-On Award and Treasurer in November 2021.Buy-Out Award, respectively. The Compensation Committee did not grant Mr. KnudsonMs. Grace PRSUs at that time, because it thought it would be more appropriate to wait until it approved equity awards for the other named executive officers in 2022.2023.
Table of Contents In August 2021, theExecutive Compensation Committee responded to the challenging talent environment and exceptional Company performance by approving special performance equity awards for Mr. Hagan and Ms. Jackson tied to the Company’s total shareholder return to incent and retain these executives.
In September 2021, based on the Company’s financial and operational results and total shareholder return, the Compensation Committee awarded Ms. Salka with 30,717 RSUs with an AGD Fair Value of $3,443,683. This RSU award aligns with the value received by CEOs at the 75th percentile of the Company’s executive compensation peer group, which we believe is appropriate based on our financial results and increase in long-term shareholder value. The Compensation Committee approved the 55% increase in our CEO’s AGD Fair Value in 2021 from 2020 in part due to the Company’s strong financial and operational performance in 2021, significant advancements against our long-term strategic plans as well as peer group and other compensation benchmarking. We believe that the AGD Fair Value of her equity awards placed her at the 75th percentile among CEOs within our 2021 executive compensation peer group for long-term incentive compensation.
To provide further clarity on our equity compensation practices, the chart below reflects the change in the AGD Fair Value of all 20212022 equity awards granted to our named executive officers against the AGD Fair Value of all 20202021 equity awards. | Named Executive Officer | | AGD Fair Value of
2021 Equity Awards
($) | | | AGD Fair Value of
2022 Equity Awards
($) | | | Variance
($) | | | %
Increase
(Decrease) | | | Cary Grace | | | — | | | | 2,999,903 | | | | — | | | | | | | Susan R. Salka | | | 5,643,694 | | | | 4,447,137 | | | | (1,196,557) | | | | (21) | | | Jeffrey R. Knudson | | | 2,999,940 | | | | 1,515,805 | | | | (1,484,135) | | | | (49) | | | Mark C. Hagan | | | 2,841,104(1) | | | | 1,263,328 | | | | (1,577,776) | | | | (56) | | | Denise L. Jackson | | | 2,495,210(1) | | | | 1,111,639 | | | | (1,383,571) | | | | (55) | | | Total | | | 13,979,948 | | | | 11,337,812 | | | | | | | | | |
| (1) | The AGD Fair Value of the 2021 equity awards for Mr. Hagan and Ms. Jackson were understated in the Company’s proxy statement filed on March 23, 2022 Proxy Statement | 63by $515,580, due to an administrative error. The AGD Fair Value of the 2021 equity awards for Mr. Hagan and Ms. Jackson were $2,841,104 and $2,495,210, respectively, not $2,325,524 and $1,979,630, as previously reported. |
Table of Contents
Executive Compensation
| Named Executive Officer | | AGD Fair Value of
2020 Equity Awards
($) | | AGD Fair Value of
2021 Equity Awards
($) | | Variance
($) | | %
Increase | | Susan R. Salka | | 3,632,452 | | 5,643,694 | | 2,011,242 | | 55 | | Jeffrey R. Knudson | | - | | 2,999,940 | | - | | - | | Christopher S. Schwartz | | - | | 224,954 | | - | | - | | Brian M. Scott | | 1,100,012 | | 1,499,997 | | 399,985 | | 36 | | Mark C. Hagan | | 830,405 | | 2,325,524 | | 1,495,119 | | 180 | | Denise L. Jackson | | 660,064 | | 1,979,630 | | 1,319,566 | | 200 | | Total | | 6,222,933 | | 14,673,740 | | | | |
TSR PRSUs TSR PRSUs represented approximately 21% - 68%30% of the total 20212022 equity grant value that we awarded to Ms. Salka, Mr. Knudson, Mr. Hagan and Ms. Jackson based on the AGD Fair Value. Each of our executive officers received a TSR PRSU grant in January each year that will be earned at the end of an approximately three-year performance period based on our stock performance against two measures: | 1. | a relative basis, which we refer to as Relative TSR, against a broader market (companies in the Russell 2000 Index at the beginning of the performance period) and | | 2. | an absolute total shareholder return basis, which we refer to as Absolute TSR. |
We refer to the determination of our Relative TSR and Absolute TSR collectively as the TSR Measurement. The number of PRSUs earned if the Company’s Relative TSR exceeds the 50th percentile but its Absolute TSR is negative is capped at the target number of PRSUs granted. In August 2021, the Compensation Committee responded to the challenging talent environment and exceptional Company performance by approving special performance equity awards based on TSR for Mr. Hagan and Ms. Jackson to incent and retain these valuable executives. Similar to the TSR PRSUs granted in January, the August TSR PRSU awards are also tied to the Company’s relative and absolute TSR compared to the Russell 2000. Unlike the January TSR PRSUs, Mr. Hagan and Ms. Jackson’s August TSR PRSUs are earned over a two-year performance period with an opportunity for accelerated vesting of 50 percent of the PRSU on the first-year anniversary if the Company’s relative TSR is equal to or greater than the 60th percentile. Ms. Salka did not receive a TSR PRSU award in August 2021.
The table below discloses the percentage of the January and August 20212022 target PRSUs that may be earned depending on the actual results of the Company’s TSR Measurement as of December 31, 2023.2024.(1) | Relative TSR Percentile Rank | | % of 2021 TSR PRSUs Earned if
Absolute TSR is Negative(2) | | % of 2021 TSR PRSUs that are Earned if
Absolute TSR is Positive | | <25.0% | | 0 | | 0 | | 25.0% | | 25.00 | | 25.00 | | 37.5% | | 62.50 | | 62.50 | | 50.0% | | 100.00 | | 100.00 | | 62.5% | | 100.00 | | 137.50 | | 75.0% | | 100.00 | | 175.00 |
| Relative TSR Percentile Rank | | % of 2022 TSR PRSUs Earned if
Absolute TSR is Negative(2) | | % of 2022 TSR PRSUs that are Earned if
Absolute TSR is Positive | | <25.0% | | 0 | | 0 | | 25.0% | | 25.00 | | 25.00 | | 37.5% | | 62.50 | | 62.50 | | 50.0% | | 100.00 | | 100.00 | | 62.5% | | 100.00 | | 137.50 | | 75.0% | | 100.00 | | 175.00 |
| (1) | As set forth in the Grants of Plan-Based Awards Table, the target number of TSR PRSUs that we granted in January 20212022 for each named executive officer is as follows: (i) for Ms. Salka, 13,441;9,301; (ii) for Mr. Scott, 5,040;Knudson, 3,170; (iii) for Mr. Hagan, 3,5282,642 and (iv) for Ms. Jackson, 2,366.2,325. Due to the interim nature of Mr. Schwartz’ role and the timing of Mr. Knudson’sMs. Grace’s appointment, the Committee elected to wait until January 20222023 to approve her TSR PRSUs awards for Mr. Schwartz and Mr. Knudson. As discussed above, in August 2021, the Compensation Committee approved an additional TSR PRSU award for Mr. Hagan and Ms. Jackson with a target of 13,000 TSR PRSUs.awards. | | (2) | For each one percentile above the 25th percentile, an additional 3% of the TSR PRSUs will be earned if Absolute TSR is positive, and the maximum payout cannot exceed 175%. If Absolute TSR is negative, for each one percentile above the 25th percentile, an additional 1.5% of the TSR PRSUs will be earned up to the 50th percentile with the maximum payout of 100%. |
ADJUSTED EBITDA PERFORMANCE PRSUs In 2021,2022, the Compensation Committee determined it best to dedicate a significant portion of the PRSUs to focus our named executive officers on achieving an adjusted EBITDA performance target of $321$537 million in 20212022 with annualcompound year-over-year adjusted EBITDA performance rate targetstarget of 2% in 20224% for the two-year period of 2023 and 2% in 20232024(1) by issuing Adjusted EBITDA Performance PRSUs. For these awards, the number of shares that could ultimately be earned ranges from 0% to 200% of the target number of PRSUs depending on actual adjusted EBITDA performance in 20212022 and annualcompound year-over-year adjusted EBITDA performance in 2021the two-year period of 2022 and 2022.2023. | (1) | As set forth in the Grants of Plan-Based Awards Table, the target number of adjusted EBITDA PRSUs that we granted in 20212022 for each named executive officer is as follows: (i) for Ms. Salka, 14,652;14,214; (ii) for Mr. Scott, 5,495;Knudson, 4,845 (iii) for Mr. Schwartz, 275; (iv) for Mr. Hagan, 3,846,4,038, and (v)(iii) for Ms. Jackson, 2,579.3,553. |
64 | | | 80 | |
Table of Contents Executive Compensation TIME-VESTED RSUs RSUs that we granted in 20212022 vest ratably on each of the first three anniversaries of the grant date. RESULTS OF OUR 2019 PERFORMANCE RESTRICTED STOCK UNIT AWARDSResults of our 2020 Performance Restricted Stock Unit Awards
In early 2022,2023, the Compensation Committee performed the TSR Measurement for the 20192020 TSR PRSU awards for the period January 1, 20192020 through December 31, 20212022. 20192020 TSR PRSUS:
| | | | RELATIVE TSR PERCENTILE
RANK VS. RUSSELL 2000 | ABSOLUTE
TSR % | % OF 2020 TSR PRSUs
EARNED | | 89th | 94% | 175% | | | | |
| | | | | Named Executive Officer | | Number of 2019
2020
TSR PRSUs Earned | | | Cary Grace(1) | | | — | | | Susan R. Salka | | 23,450 | 23,336 | | | Jeffrey R. Knudson(1) | | - | — | | Christopher S. Schwartz(2) | | - | Brian M. Scott(3) | | - | | Mark C. Hagan | | 4,407 | 4,204 | | | Denise L. Jackson | | 4,583 | 4,401 | |
| (1) | Ms. Grace and Mr. Knudson waswere not employed by the Company when it issued the 2019 TSR PRSUs and therefore did not have any of these awards. | (2) | Mr. Schwartz was not a NEO when the Company issued the 20192020 TSR PRSUs and therefore did not receive a TSR PRSU award in 2019. | (3) | Mr. Scott forfeited his 2019 TSR PRSU award upon his separation from service effective August 9, 2021.any of these awards. |
2019 ADJUSTED EBITDA MARGIN PRSUs:Additional Compensation Practices
In February 2022, theOther Compensation Committee determined the Company’s 2021 adjusted EBITDA margin for the purposes of determining performance under the 2019 adjusted EBITDA margin PRSUs that payout in shares of the Company’s stock. Based on these results, these awards paid out at the maximum of 200% of target. Below we set forth the 2021 Adjusted EBITDA Margin metrics for targetElements
Retirement and maximum payout alongside the actual 2021 Adjusted EBITDA Margin achieved and number of PRSUs earned: | | Threshold | | Target | | Maximum | ADJUSTED EBITDA
MARGIN PRSUs
AEBITDA Margin %
% Payout of Target Award
| |  |
Table of ContentsHealth Plans
Executive Compensation
Named Executive Officer | | Number of 2019 Adjusted EBITDA
Margin PRSUs Earned | Susan R. Salka | | 41,510 | Jeffrey R. Knudson(1) | | - | Christopher S. Schwartz | | 1,078 | Brian M. Scott(2) | | 0 | Mark C. Hagan | | 7,798 | Denise L. Jackson | | 8,114 |
(1) | Mr. Knudson was not employed by the Company when it issued the 2019 EBITDA PRSUs and therefore did not receive this award. | (2) | Mr. Scott forfeited his 2019 EBITDA PRSU award upon his separation from service effective August 9, 2021. |
ADDITIONAL COMPENSATION PRACTICES
OTHER COMPENSATION ELEMENTS
RETIREMENT AND HEALTH PLANS
Retirement plans and other customary employee benefits serve as the fourth component of our executive compensation program. We adopted our 2005 Amended and Restated Executive Nonqualified Excess Plan, which we refer to as the Deferred Compensation Plan, primarily based on our review of peer market data indicating that a deferred compensation plan was a significant component of executive compensation. Our named executive officers are not eligible to participate in our 401(k) if they exceed the compensation threshold set by the Internal Revenue Service, which is primarily designed to assist us in satisfying discrimination testing performed on our 401(k) plan.(3)(1) The Deferred Compensation Plan serves as the only retirement plan for our named executive officers. The Deferred Compensation Plan is not intended to be tax qualified. We describe the Deferred Compensation Plan more fully in the section entitled “Nonqualified Deferred Compensation” below. In addition, all equity awards allow for continued vesting of outstanding equity awards if a grantee terminates his or her employment (other than for cause or due to a change in control) after satisfying certain age and service time requirements, which our equity agreements refer to as “retirement eligible.” We also offer healthcare insurance and other employee benefits to our named executive officers, which are generally the same as those programs provided to all eligible employees. We offer these plans to support our objective of attracting and retaining strong talent. (3)(1) | Mr. KnudsonMs. Grace was eligible to participate in our 401(k) plan when heshe joined the Company in November 2021 and continues2022 but is not eligible to be eligibleparticipate in 2022 until he exceeds the compensation threshold set by the Internal Revenue Service for 2022.2023. |
PERQUISITESTable of Contents
Executive Compensation Perquisites In addition to the benefits described above, the Company reimburses each named executive officer up to $25,000 in connection with annual expenses incurred in connection with financial, estate planning and personal health and wellness services. The Compensation Committee approved this limited perquisite to attract and retain talent and provide market competitive compensation. Our named executive officers also received an inflation stipend consistent with our other corporate employees. In connection with Ms. Grace’s appointment as President and Chief Executive Officer and her agreement to relocate to our headquarters in Dallas, Texas, we agreed to reimburse her for certain expenses consistent with our Company policy for executives. We additionally paid certain attorney’s fees for Ms. Salka and Ms. Grace in connection with Ms. Salka’s Transition Agreement and related agreements and Ms. Grace’s compensation-related agreements. The Compensation Committee believes that its approval of these perquisites remains consistent with the Company’s philosophy and commitment to align pay with performance. EMPLOYMENT AND SEVERANCE ARRANGEMENTSSeverance Arrangements
Severance arrangements serve as the fifth component of our executive compensation program. We are party to an employmenta severance agreement with our CEO, which contains severance provisions, and have entered into severance agreements with each of our othercurrent named executive officers. We entered into these agreements in support of our objectives regarding attraction and retention of strong management. In determining the appropriate severance levels, we considered survey data, advice from our compensation consultant and the Compensation Committee’s experience. We describe the terms of these agreements more fully in the section entitled “Termination of Employment and Change in Control Arrangements” below. 66 | |
TableEquity Ownership, Clawback and No Pledging or Hedging Policies
The Board believes that all named executive officers should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of Contents Executive Compensation
EQUITY OWNERSHIP, CLAWBACK AND NO PLEDGING POLICIES
Ourour shareholders. Accordingly, our named executive officers are subject to meaningful equity ownership requirements andas set forth below. Additionally, our named executive officers are subject to a securities trading policy that prohibits trading in the Company’s securities based on material information and engaging in inappropriate transactions such as pledging and hedging. We set forth a summary of these requirements and policies below. Additional details related to these requirements and policies are contained in the Governance Guidelines posted on the Company’s website.
The Board believes that all named executive officers should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our shareholders. Accordingly, our equity ownership requirements require our named executive officers and other executives to maintain the following:
Level | | Requirement | Chief Executive Officer | | 5x Base Salary | Named Executive Officers | | 2x Base Salary | Other CEO Committee Members | | 1.5x Base Salary |
The value of unvested RSUs and vested or unvested stock appreciation rights and options are not considered when determining whether a named executive officer satisfies our equity ownership requirements. Our Chief Executive Officer, Named Executive Officers and other CEO Committee Members are subject to equity ownership requirements, which requires them to retain 50% of net vested shares from equity awards issued by the Company until they have reached the applicable ownership requirements reflected above. As of March 14, 2022,21, 2023, all of our named executive officers satisfied our equity ownership requirements with the exception of Ms. Grace, whose employment with the Company began on November 28, 2022, and Mr. Knudson, whose employment with the Company began on November 2, 2021.
| Level | | Required
Ownership
as a Multiple
of Base
Salary | | Shares Held
as Multiple of
Base Salary(1) | | | Complies(2) | | | Cary Grace | | 5x Base Salary | | | — | | | | — | | | Jeffry R. Knudson | | 2x Base Salary | | | 1.7 | | | | — | | | Mark C. Hagan | | 2x Base Salary | | | 4.5 | | | |  | | | Denise L. Jackson | | 2x Base Salary | | | 3.0 | | | | | |
Additionally, other CEO Committee Members are subject to equity ownership requirements amounting to 1.5 times their annual base salary. | (1) | The value of unvested RSUs and vested or unvested stock appreciation rights and options are not considered when determining whether a named executive officer satisfies our equity ownership requirements. Our Chief Executive Officer, Named Executive Officers and other CEO Committee Members are subject to equity ownership requirements, which requires them to retain 50% of net vested shares from equity awards issued by the Company until they have reached the applicable ownership requirements reflected above. | | (2) | Ms. Grace and Mr. Knudson joined the Company on November 28, 2022 and November 2, 2021, respectively, and do not yet meet the required equity ownership as a multiple of each of their base salary. |
Clawback Policy CLAWBACK POLICY
Under the Governance Guidelines, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws caused by misconduct, we can seek recoupment from all of our current or former executive officers who participated in the misconduct of: | 1. | all or any portion of the bonus and equity or cash incentive compensation received by such individuals during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such defective financial statement; and | | 2. | | 2. | any profits realized by such individuals from the sale of securities of the Company during that 12-month period. |
NO PLEDGING POLICYThe Company intends to adopt a clawback policy consistent with the requirements of the Exchange Act Rule 10d-1 and in accordance with the final listing standards adopted by the New York Stock Exchange.
| | | 82 | |
Table of Contents Executive Compensation No Pledging or Hedging Policy The Governance Guidelines prohibit named executive officers (and directors) from pledging, hypothecating, or otherwise placing a lien on any shares of our common stock (or any other equity interests) that they own. TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATIONTax Deductibility of Executive Compensation
Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017, which we refer to as the TCJA, was signed into law, Section 162(m) of the Internal Revenue Code generally disallowed a tax deduction to publicly held companies for compensation paid to certain executive officers in excess of $1 million per officer in any year that did not qualify as performance-based. We refer to the Internal Revenue Code as the Code. The TCJA repealed the performance-based exception, and the $1 million deduction limit now applies to anyone serving as the chief executive officer or the chief financial officer at any time during the taxable year and the top three other highest compensated executive officers serving at fiscal year-end. The new rules generally apply to taxable years beginning after December 31, 2017. Because many different factors influence a well-rounded, comprehensive executive compensation program, some of the compensation we provide to our named executive officers is likely not to be fully deductible for tax purposes due to Section 162(m). OUR 2022 EXECUTIVE COMPENSATION PROGRAMOur 2023 Executive Compensation Program
Overall, the Compensation Committee believes the Company performed well during 20212022 and continued to execute on the Company’s long-term strategic plan. WeIn 2022, we achieved year-over-year consolidated revenue and consolidated adjusted EBITDA performance of approximately 66%32% and 98%33%, respectively. The Compensation Committee believes it has designed the 20222023 compensation structure to provide for important short- and long-term performance components that are aligned with shareholders’ interests, consistent with the market environment and tailored specifically to us.
Table Additional discussion of Contentsthe Company’s 2023 executive compensation decisions will be provided in next year’s proxy statement.
Executive CompensationBase Salary
BASE SALARY
The Compensation Committee approved the annual base salaries for the named executive officers for 20222023 as follows: | Named Executive Officer | | 2021
Salary ($) | | 2022
Salary ($) | | %
Increase | | 2022
Salary
($) | | | 2023
Salary
($) | | | %
Increase | | | Susan R. Salka | | 1,030,000 | | 1,060,000 | | 3 | | | Cary Grace | | | | 1,060,000 | | | | 1,060,000 | | | | — | | | Jeffrey R. Knudson | | 600,000 | | 600,000 | | - | | | 600,000 | | | | 630,000 | | | | 5 | | | Mark C. Hagan | | 510,000 | | 525,000 | | 3 | | | 525,000 | | | | 550,000 | | | | 4.8 | | | Denise L. Jackson | | 440,000 | | 460,000 | | 5 | | | 460,000 | | | | 500,000 | | | | 8.7 | |
The base salaries of our named executive officers reflect a 0% to 5%8.7% increase. The 20222023 base salary for our named executive officers is based on executive compensation market and peer group benchmarkingcompetitive analyses, and the Compensation Committee’s recognition that the Company’s 2021 organic2022 growth and core business performance well exceeded targeted expectations, the individual performance and its commitment to maintain a pay for performance environment. BONUS PLANBonus Plan
TARGET BONUSTarget Bonus
In January 2022,2023, the Compensation Committee reviewed the target bonus level for each named executive officer, which we express as a percent of annual base salary. After careful consideration, the Compensation Committee determined not to increase the 20212022 bonus target as a percentage of salary for Mr. Hagan and Ms. Jackson but determined to slightly increase the bonus target for Ms. SalkaMr. Knudson based on executive compensation peer group and market benchmarkingcompetitive data. Mr. Knudson joined the Company in November 2021 and became eligible for our Performance Incentive Bonus program effective January 2022. We set forth the 20222023 target bonuses for each named executive officer as a percentage of salary below. | Named Executive Officer | | 2021
Bonus Target
(% of Salary) | | 2022
Bonus Target
(% of Salary) | | 2022
Bonus Target
(% of Salary) | | | 2023
Bonus Target
(% of Salary) | | | Susan R. Salka | | 120 | | 125 | | | Cary Grace | | | | — | | | | 125 | | | Jeffrey R. Knudson | | - | | 90 | | | 90 | | | | 100 | | | Mark C. Hagan | | 90 | | 90 | | | 90 | | | | 90 | | | Denise L. Jackson | | 90 | | 90 | | | 90 | | | | 90 | |
STRUCTURETable of Contents
Executive Compensation Structure After careful consideration of the factors set forth above in the subsection of this CD&A entitled “Principal Components of Our Compensation Program — Annual Cash Performance Bonus,” the Compensation Committee decided to slightly adjustretain the bonus structure used in 2022 for named executive officers, from 2021 by increasingwith 40% of the amount that can bebonus earned for achieving 20222023 pre-bonus adjusted EBITDA target from 35% to 40% and decreasing the amount that can be30% earned for achieving 20222023 revenue target from 35% to 30%.target. The target goals for each of the financial metrics are consistent with the targets under our 20222023 annual operating plan and generally require growth that exceeds our estimate of anticipated industry performance. For our CEO, we believeMs. Grace, her 20222023 bonus target percentage falls near the 50th 50th percentile among CEOs within our 2022 peer group. LONG-TERM EQUITY INCENTIVESLong-Term Equity Incentives
The Compensation Committee continues to believe that aligning its pay for performance philosophy, goals and objectives is the foundation upon which it evaluates its annual long-term incentive award strategy. In 2022,2023, the Compensation Committee utilized a combination of (1) TSR PRSUs, (2) adjusted EBITDA performance PRSUs and (3) time-vested RSUs, and increased, from 65% to 70%,keeping the allocation attributable to performance awards compared to 2021.at 65% which was the same as 2022. In 2022,2023, the Compensation Committee targeted an allocation of 30% TSR PRSUs, 35% adjusted EBITDA performance PRSUs and 35% time-vested RSUs (as a percentage of the estimated AGD Fair Value of all 20222023 equity awards) in 2022.2023. Peer Group Based on its evaluation, the Compensation Committee decided to add Change Healthcare, Inc., Encompass Health Corporation, Kelly Services, Inc, Option Care Health, Inc. and Teladoc Health, Inc. to our peer group for 2023, and to remove Veradigm Inc., (formerly, Allscripts Healthcare Solutions, Inc.), Healthcare Services Group, Inc., KForce, Inc., LHC Group, Inc. and TrueBlue, Inc. from our peer group in 2023. 6884 | |
Table of Contents Executive Compensation EXECUTIVE COMPENSATION DISCLOSUREExecutive Compensation Disclosure
SUMMARY COMPENSATION TABLESummary Compensation Table
The following table shows the compensation earned or accrued by our named executive officers for the three fiscal years ended December 31, 2022, 2021 2020 and 2019.2020. | Named Executive Officer and Position | | Year | | Salary
($)(1) | | Bonus
($) | | Stock Awards
($)(2) | | Non-Equity
Incentive Plan
Compensation
($)(3) | | All Other
Compensation
($)(4) | | Total
($) | Susan R. Salka
PEO,(6) President & CEO | | 2021 | | 1,030,000 | | — | | | 5,643,694(5) | | 2,472,000 | | 326,857 | | 9,472,551 | | | 2020 | | 1,027,692 | | — | | | 3,632,452(7) | | 1,236,000 | | 129,155 | | 6,025,299 | | | 2019 | | 996,154 | | — | | | 3,382,836(8) | | 1,120,527 | | 127,289 | | 5,626,806 | Brian M. Scott
Former PFO,(9) CFO, CAO & Treasurer | | 2021 | | 322,000 | | — | | | 1,499,997(10) | | — | | 83,164 | | 1,905,161 | | | 2020 | | 522,846 | | — | | | 1,100,012(11) | | 535,600 | | 60,572 | | 2,219,031 | | | 2019 | | 504,423 | | — | | | 1,009,959(12) | | 532,155 | | 60,416 | | 2,106,953 | Christopher S. Schwarz
Interim Chief Financial Officer | | 2021 | | 249,879 | | 50,000 | | | 224,954(13) | | 124,940 | | 32,518 | | 682,290 | | | | | | | | | | | | | | | | | Jeffrey R. Knudson
PFO,(9) CFO & Treasurer | | 2021 | | 90,000 | | 900,000 | (14) | | 2,999,940(15) | | — | | 32,745 | | 4,022,685 | | | | | | | | | | | | | | | | | Mark C. Hagan
Chief Information & Digital Officer | | 2021 | | 510,000 | | — | | | 2,325,524(16) | | 918,000 | | 137,868 | | 3,891,392 | | | 2020 | | 498,731 | | — | | | 830,405(17) | | 386,250 | | 114,692 | | 1,830,078 | Denise L. Jackson
Chief Legal Officer & Corporate Secretary | | 2021 | | 440,000 | | — | | | 1,979,630(18) | | 792,000 | | 119,811 | | 3,331,441 | | | 2020 | | 442,615 | | — | | | 660,064(19) | | 339,900 | | 55,529 | | 1,498,108 | | | 2019 | | 429,212 | | — | | | 645,036(20) | | 339,842 | | 44,013 | | 1,458,103 |
| Named Executive Officer and Position | | Year | | Salary
($)(1) | | Bonus
($) | | Stock
Awards
($)(2) | | Non-Equity
Incentive Plan
Compensation
($)(3) | | All Other
Compensation
($)(4) | | Total
($) | | Cary Grace
PEO,(7) President & CEO | | 2022 | | 81,538 | | 200,000 | (5) | | 2,999,903 | (6) | | — | | 23,855 | | 3,305,296 | | | | 2021 | | | | | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | | | Susan R. Salka
President & CEO | | 2022 | | 977,308 | | — | | | 4,447,137 | (8) | | 2,650,000 | | 394,379 | | 8,468,824 | | | | 2021 | | 1,030,000 | | — | | | 5,643,694 | (9) | | 2,472,000 | | 326,857 | | 9,472,551 | | | | | 2020 | | 1,027,692 | | — | | | 3,632,452 | (10) | | 1,236,000 | | 129,155 | | 6,025,299 | | Jeffrey R. Knudson
PFO,(12) CFO & Treasurer | | 2022 | | 600,000 | | | | | 1,515,805 | (11) | | 1,080,000 | | 60,048 | | 3,255,853 | | | | 2021 | | 90,000 | | 900,000 | (13) | | 2,999,940 | (14) | | — | | 32,745 | | 4,022,685 | | | | | 2020 | | | | | | | | | | | | | | | | Mark C. Hagan
Chief Information & Digital Officer | | 2022 | | 524,423 | | — | | | 1,263,328 | (15) | | 946,000 | | 171,705 | | 2,905,456 | | | | 2021 | | 510,000 | | — | | | 2,841,104 | (16) | | 918,000 | | 137,868 | | 4,406,972 | | | | | 2020 | | 498,731 | | — | | | 830,405 | (17) | | 386,250 | | 114,692 | | 1,830,078 | | Denise L. Jackson
Chief Legal Officer & Corporate Secretary | | 2022 | | 459,231 | | — | | | 1,111,639 | (18) | | 828,000 | | 151,875 | | 2,550,745 | | | | 2021 | | 440,000 | | — | | | 2,495,210 | (19) | | 792,000 | | 119,811 | | 3,847,021 | | | | | 2020 | | 442,615 | | — | | | 660,064 | (20) | | 339,900 | | 55,529 | | 1,498,108 | |
| (1) | Salary includes all salary amounts deferred by the named executive officers under the Deferred Compensation Plan. | | (2) | This column reflects the dollar amounts for the years shown of the AGD Fair Value of RSUs and PRSUs granted to our named executive officers. For PRSUs, which are subject to performance conditions, we report the grant date fair value based upon the probable outcome of such conditions and that value is consistent with the estimate of aggregate compensation cost to be recognized over the service period as of the grant date, excluding the effect of estimated forfeitures. For additional information on the valuation assumptions used in the calculation of these amounts, refer to notes 1(o)1(p) and 11 to the financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2021,2022, as filed with the SEC on February 24, 2022.22, 2023. | | (3) | This column consists of cash awards paid to our named executive officers pursuant to our Bonus Plan and generally sets forth bonus amounts in the year in which they are earned, although we typically pay them in the following fiscal year. | | (4) | This column consists of compensation received by our named executive officers in the form of matching contributions to the Deferred Compensation Plan as follows: (1) $332,581.23 for Ms. Salka, (2) $36,828.61 for Mr. Knudson, (3) $137,488.49 for Mr. Hagan, and (4) $119,344.25 for Ms. Jackson. This column also reflects Company-paid life insurance premiums and health insurance, including reimbursements for certain financial and estate planning and personal health and wellness expenses incurred by our named executive officers not to exceed $25,000 annually. For 2021, we paid reimbursements as follows: (1) $25,000$0 for Ms. Grace, (2) $53,015 for Ms. Salka, (2) $20,000(3) $21,540 for Mr. Knudson, (4) $31,937 for Mr. Hagan, (3) $2,500 for Mr. Knudson, and (4) $20,415$30,850 for Ms. Jackson. This column also reflects matching contributionsconsists of compensation for the $300,000 annual fee paid to Ms. Salka pursuant to the terms of her November 27, 2022 Advisory Agreement. | | (5) | Ms. Grace joined the Company on November 28, 2022, so she was not eligible to receive an annual cash incentive bonus under the DeferredBonus Plan. The Compensation Plan as follows: (1) $2,266,002 forCommittee took this and other considerations into account at that time and determined it would be more appropriate to offer Ms. Salka, (2) $79,560 for Mr. Scott, (3) $31,083 for Mr. Schwartz, (4) $89,625 for Mr. Hagan, and (5) $77,990 for Ms. Jackson.Grace a $200,000 sign-on bonus, which was paid on December 16, 2022. | (5)(6) | 8,164 RSUs with an AGD Fair Value of $999,927 and 16,329 RSUs with an AGD Fair Value of $1,999,976 comprise the amount of Ms. Grace’s 2022 stock awards. For additional information on the valuation assumptions used in the calculation of these amounts, refer to notes 1(p) and 11 to the financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 22, 2023. | | (7) | “PEO” refers to our principal executive officer. | | (8) | 14,214 RSUs with an AGD Fair Value of $1,539,945, 9,301 TSR PRSU with an AGD Fair Value of $1,367,247 and 14,214 adjusted EBITDA Performance PRSUs with an AGD Fair Value of $1,539,945 comprise the amount of Ms. Salka’s 2022 stock awards. Assuming the highest level of performance conditions will be achieved for the 9,301 TSR PRSU award and the 14,214 adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $2,392,682 and $3,079,890, respectively. | | (9) | 30,717 RSUs with an AGD Fair Value of $3,443,683, 13,441 TSR PRSU with an AGD Fair Value of $1,200,012 and 14,652 adjusted EBITDA marginPerformance PRSUs with an AGD Fair Value of $999,999, comprise the amount of Ms. Salka’s 2021 stock awards. Assuming the highest level of performance conditions will be achieved for the 13,441 TSR PRSU award and the 14,652 adjusted EBITDA marginPerformance PRSU award, the AGD Fair Value of such awards would equal $2,099,955 and $1,999,998, respectively. |
2023 Proxy Statement 85
Table of Contents Executive Compensation (6)(10) | “PEO” refers to our principal executive officer. | (7) | 19,625 RSUs with an AGD Fair Value of $1,357,461, 13,335 TSR PRSU with an AGD Fair Value of $1,049,998 and 19,625 adjusted EBITDA marginPerformance PRSUs with an AGD Fair Value of $1,224,993, comprise the amount of Ms. Salka’s 2020 stock awards. Assuming the highest level of performance conditions will be achieved for the 13,335 TSR PRSU award and the 19,625 adjusted EBITDA marginPerformance PRSU award, the AGD Fair Value of such awards would equal $1,837,477 and $2,449,985, respectively. | (8)(11) | 20,7554,845 RSUs with an AGD Fair Value of $1,237,828, 13,400$524,907, 3,170 TSR PRSU with an AGD Fair Value of $465,990 and 4,845 adjusted EBITDA Performance PRSUs with an AGD Fair Value of $989,992 and 20,755 adjusted EBITDA margin PRSUs with an AGD Fair Value of $1,155,016$524,907 comprise the amount of Ms. Salka’s 2019Mr. Knudson’s 2022 stock awards. Assuming the highest level of performance conditions will be achieved for the 13,4003,170 TSR PRSU award and the 20,7554,845 adjusted EBITDA marginPerformance PRSU award, the AGD Fair Value of such awards would equal $1,732,486$815,483 and $2,310,032,$1,049,815, respectively. | (9)(12) | “PFO” refers to our principal financial officer. | (10) | Mr. Scott was not retirement eligible upon his date of separation of service from the company; therefore, he forfeited all unvested equity awards. |
Table of Contents
Executive Compensation
(11) | 6,168 RSUs with an AGD Fair Value of $385,007, 4,191 TSR PRSUs with an AGD Fair Value of $329,999 and 6,168 adjusted EBITDA margin PRSUs with an AGD Fair Value of $385,007 comprise the amount of Mr. Scott’s 2020 stock awards. Mr. Scott was not retirement eligible upon his date of separation of service from the company; therefore, he forfeited the unvested shares for these awards. | (12) | 6,352 RSUs with an AGD Fair Value of $353,489, 4,101 TSR PRSUs with an AGD Fair Value of $302,982 and 6,352 adjusted EBITDA margin PRSUs with an AGD Fair Value of $353,489 comprise the amount of Mr. Scott’s 2019 stock awards. Mr. Scott was not retirement eligible upon his date of separation of service from the company; therefore, he forfeited the unvested shares for these awards. | | (13) | 824 RSUs with an AGD Fair Value of $56,238, 1,560 RSUs with an AGD Fair Value of $149,947 and 275 adjusted EBITDA margin PRSUs with an AGD Fair Value of $18,769 comprise the amount of Mr. Schwartz 2021 stock awards. Assuming the highest level of performance conditions will be achieved for the 275 adjusted EBITDA margin PRSU award, the AGD Fair Value of the award would equal $37,538. | (14) | Mr. Knudson joined the Company on November 2, 2021, so he was not eligible to receive an annual cash incentive bonus under the Bonus Plan. The Compensation Committee took this and other considerations into account at that time and determined it would be more appropriate to offer Mr. Knudson a $900,000 sign-on bonus, which was paid on March 11, 2022. | (15)(14) | 29,262 RSUs with an AGD Fair Value of $2,999,940 comprise the amount of Mr. Knudson’s 2021 stock awards. | | (15) | 4,038 RSUs with an AGD Fair Value of $437,477, 2,642 TSR PRSUs with an AGD Fair Value of $388,374 and 4,038 adjusted EBITDA Performance PRSUs with an AGD Fair Value of $437,477 comprise the amount of Mr. Hagan’s 2022 stock awards. Assuming the highest level of performance conditions will be achieved for the 2,642 TSR PRSU award and the 4,038 adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $679,655 and $874,954, respectively. | | (16) | 6,923 RSUs with an AGD Fair Value of $472,495, 3,528 TSR PRSUs with an AGD Fair Value of $314,980, 13,000 TSR PRSUs with an AGD Fair Value of $1,275,560$1,791,140 and 3,846 adjusted EBITDA marginPerformance PRSUs with an AGD Fair Value of $262,490 comprise the amount of Mr. Hagan’s 2021 stock awards. The AGD Fair Value of the 13,000 TSR PRSUs was understated in the Company’s proxy statement filed on March 23, 2022 due to an administrative error. The correct AGD FV is $1,791,140, not $1,275,560, as previously reported. Assuming the highest level of performance conditions will be achieved for the 3,528 TSR PRSU award, the 13,000 TSR PRSU award, and the 3,846 adjusted EBITDA marginPerformance PRSU award, the AGD Fair Value of such awards would equal $551,215, $2,232,230,$3,134,495, and $524,979, respectively. | | (17) | 3,535 RSUs with an AGD Fair Value of $220,655, 2,603 RSUs with an AGD Fair Value of $199,962, 2,402 TSR PRSUs with an AGD Fair Value of $189,133 and 3,535 adjusted EBITDA marginPerformance PRSUs with an AGD Fair Value of $220,655 comprise the amount of Mr. Hagan’s 2020 stock awards. Assuming the highest level of performance conditions will be achieved for the 2,402 TSR PRSU award and the 3,535 adjusted EBITDA marginPerformance PRSU award, the AGD Fair Value of such awards would equal $330,944 and $441,309, respectively. | | (18) | 3,553 RSUs with an AGD Fair Value of $384,932, 2,325 TSR PRSUs with an AGD Fair Value of $341,775 and 3,553 adjusted EBITDA Performance PRSUs with an AGD Fair Value of $384,932 comprise the amount of Ms. Jackson’s 2022 stock awards. Assuming the highest level of performance conditions will be achieved for the 2,325 TSR PRSU award and the 3,553 adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $598,106 and $769,864, respectively. | | (19) | 4,642 RSUs with an AGD Fair Value of $316,817, 2,366 TSR PRSUs with an AGD Fair Value of $211,236, 13,000 TSR PRSUs with an AGD Fair Value of $1,275,560$1,791,140 and 2,579 adjusted EBITDA marginPerformance PRSUs with an AGD Fair Value of $176,017 comprise the amount of Ms. Jackson’s 2021 stock awards. The AGD Fair Value of the 13,000 TSR PRSUs was understated in the Company’s proxy statement filed on March 23, 2022 due to an administrative error. The correct AGD FV is $1,791,140, not $1,275,560, as previously reported. Assuming the highest level of performance conditions will be achieved for the 2,366 TSR PRSU award, the 13,000 TSR PRSU award, and the 2,579 adjusted EBITDA marginPerformance PRSU award, the AGD Fair Value of such awards would equal $369,619, $2,232,230,$3,134,495, and $352,034, respectively. | (19)(20) | 3,701 RSUs with an AGD Fair Value of $231,016, 2,515 TSR PRSUs with an AGD Fair Value of $198,031 and 3,701 adjusted EBITDA marginPerformance PRSUs with an AGD Fair Value of $231,016 comprise the amount of Ms. Jackson’s 2020 stock awards. Assuming the highest level of performance conditions will be achieved for the 2,515 TSR PRSU award and the 3,701 adjusted EBITDA marginPerformance PRSU award, the AGD Fair Value of such awards would equal $346,535 and $462,033, respectively. | (20) | 4,057 RSUs with an AGD Fair Value of $225,772, 2,619 TSR PRSUs with an AGD Fair Value of $193,492 and 4,057 adjusted EBITDA margin PRSUs with an AGD Fair Value of $225,772 comprise the amount of Ms. Jackson’s 2019 stock awards. Assuming the highest level of performance conditions will be achieved for the 2,619 TSR PRSU award and the 4,057 adjusted EBITDA margin PRSU award, the AGD Fair Value of such awards would equal $338,592 and $451,544, respectively. |
70 | | | 86 | |
Table of Contents Executive Compensation GRANTS OF PLAN-BASED AWARDSGrants of Plan-Based Awards
The following table contains information concerning grants of plan-based awards to our named executive officers under our cash and equity plans during the year ended December 31, 2021.2022. | | | | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards | | Estimated Future Payouts
Under Equity Incentive
Plan Awards(1) | | All
Other Stock
Awards: | | | Grant
Date Fair
Value of | | Name and Type of Equity | | Grant Date | | Threshold
($)(2) | | Target
($)(3) | | Maximum($)
($)(4) | | Threshold
(#)(5) | | Target
(#)(6) | | Maximum
(#)(7) | | # of Shares
of Stock or
Units | | | Stock
Awards
($)(8) | | Susan R. Salka | | | | 256,470 | | 1,236,000 | | 2,472,000 | | | | | | | | | | | | | TSR PRSU | | 1/4/2021 | | | | | | | | 3,360 | | 13,441 | | 23,522 | | | | | 1,200,012 | | Adjusted EBITDA PRSU | | 1/4/2021 | | | | | | | | 3,663 | | 14,652 | | 29,304 | | | | | 999,999 | | RSU | | 9/20/2021 | | | | | | | | | | | | | | 30,717 | (10) | | 3,443,683 | | Brian M. Scott | | | | 107,900 | | 520,000 | | 1,040,000 | | | | | | | | | | | | | TSR PRSU | | 1/4/2021 | | | | | | | | 1,260 | | 5,040 | | 8,820 | | | | | 449,971 | | Adjusted EBITDA PRSU | | 1/4/2021 | | | | | | | | 1,374 | | 5,495 | | 10,990 | | | | | 375,034 | | RSU | | 1/4/2021 | | | | | | | | | | | | | | 9,890 | (9) | | 674,993 | | Christopher S. Schwartz | | | | 0 | | 62,470 | | 124,940 | | | | | | | | | | | | | RSU | | 1/4/2021 | | | | | | | | - | | - | | - | | 824 | (9) | | 56,238 | | Adjusted EBITDA PRSU | | 1/4/2021 | | | | | | | | 69 | | 275 | | 550 | | | | | 18,769 | | RSU | | 7/16/2021 | | | | | | | | | | | | | | 1,560 | (9) | | 149,947 | | Jeffrey R. Knudson | | | | 0 | | 0 | | 0 | | | | | | | | | | | | | RSU | | 11/2/2021 | | | | | | | | | | | | | | 29,262 | (9) | | 2,999,940 | | Mark C. Hagan | | | | 95,242 | | 459,000 | | 918,000 | | | | | | | | | | | | | TSR PRSU | | 1/4/2021 | | | | | | | | 882 | | 3,528 | | 6,174 | | | | | 314,980 | | Adjusted EBITDA PRSU | | 1/4/2021 | | | | | | | | 962 | | 3,846 | | 7,692 | | | | | 262,490 | | RSU | | 1/4/2021 | | | | | | | | | | | | | | 6,923 | (9) | | 472,495 | | TSR PRSU | | 8/15/2021 | | | | | | | | 3,250 | | 13,000 | | 22,750 | | | | | 1,275,560 | | Denise L. Jackson | | | | 82,170 | | 396,000 | | 792,000 | | | | | | | | | | | | | TSR PRSU | | 1/4/2021 | | | | | | | | 592 | | 2,366 | | 4,141 | | | | | 211,236 | | Adjusted EBITDA PRSU | | 1/4/2021 | | | | | | | | 645 | | 2,579 | | 5,158 | | | | | 176,017 | | RSU | | 1/4/2021 | | | | | | | | | | | | | | 4,642 | (10) | | 316,817 | | TSR PRSU | | 8/15/2021 | | | | | | | | 3,250 | | 13,000 | | 22,750 | | | | | 1,275,560 |
| | | | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards | | Estimated Future Payouts
Under Equity Incentive
Plan Awards(1) | | All Other
Stock
Awards: | | Grant
Date Fair
Value of | | Name and Type
of Equity | | Grant Date | | Threshold
($)(2) | | Target
($)(3) | | Maximum
($)(4) | | Threshold
(#)(5) | | Target
(#)(6) | | Maximum
(#)(7) | | # of Shares
of Stock or
Units | | Stock
Awards
($)(8) | | | Cary Grace | | | | — | | — | | — | | | | | | | | | | | | | | RSU | | 11/28/2022 | | | | | | | | | | | | | | 24,493 | | | 2,999,903 | | | Susan R. Salka | | | | 265,000 | | 1,325,000 | | 2,650,000 | | | | | | | | | | | | | | TSR PRSU | | 1/15/2022 | | | | | | | | 2,325 | | 9,301 | | 16,277 | | | | | 1,367,247 | | | Adjusted EBITDA PRSU | | 1/15/2022 | | | | | | | | 3,554 | | 14,214 | | 28,428 | | | | | 1,539,945 | | | RSU | | 1/15/2022 | | | | | | | | | | | | | | 14,214 | (10) | | 1,539,945 | | | Jeffrey R. Knudson | | | | 108,000 | | 540,000 | | 1,080,000 | | | | | | | | | | | | | | TSR PRSU | | 1/15/2022 | | | | | | | | 793 | | 3,170 | | 5,548 | | | | | 465,990 | | | Adjusted EBITDA PRSU | | 1/15/2022 | | | | | | | | 1,211 | | 4,845 | | 9,690 | | | | | 524,907 | | | RSU | | 1/15/2022 | | | | | | | | | | | | | | 4,845 | (9) | | 524,907 | | | Mark C. Hagan | | | | 94,500 | | 472,500 | | 945,000 | | | | | | | | | | | | | | TSR PRSU | | 1/15/2022 | | | | | | | | 661 | | 2,642 | | 4,624 | | | | | 388,374 | | | Adjusted EBITDA PRSU | | 1/15/2022 | | | | | | | | 1,010 | | 4,038 | | 8,076 | | | | | 437,477 | | | RSU | | 1/15/2022 | | | | | | | | | | | | | | 4,038 | (9) | | 437,477 | | | Denise L. Jackson | | | | 82,800 | | 414,000 | | 828,000 | | | | | | | | | | | | | | TSR PRSU | | 1/15/2022 | | | | | | | | 581 | | 2,325 | | 4,069 | | | | | 341,775 | | | Adjusted EBITDA PRSU | | 1/15/2022 | | | | | | | | 888 | | 3,553 | | 7,106 | | | | | 384,932 | | | RSU | | 1/15/2022 | | | | | | | | | | | | | | 3,553 | (10) | | 384,932 | |
| (1) | The columns comprising the “Estimated Future Payouts Under Equity Incentive Plan Awards” set forth information regarding PRSUs granted to our named executive officers in 2021:2022: (1) TSR PRSUs based on total shareholder return over a three-period ending on December 31, 20232024 and (2) adjusted EBITDA PRSUs based on our adjusted EBITDA performance over a three year period. The ultimate number of PRSUs that vest under these awards depends on the results of the TSR Measurement or our adjusted EBITDA performance over a three-year period. All equity awards reflected in this table were granted under the Equity Plan. | | (2) | The amount set forth in this column represents the minimum amount that a named executive officer would receive under our Bonus Plan if we met our threshold for 20212022 pre-bonus adjusted EBITDA. For information on the calculation of Pre-Bonus AEBITDA, and a reconciliation of our 20212022 net income to adjusted EBITDA, please see Exhibit A to this proxy statement (page 95)113). We describe the Bonus Plan, including the 20212022 metrics utilized for each named executive officer, in our CD&A above. | | (3) | The amount set forth in this column represents the amount that a named executive officer would receive under our Bonus Plan if the named executive officer met the target of each metric upon which his or her bonus is based. | | (4) | The Compensation Committee set the maximum bonus for 20212022 under the Bonus Plan at 200% of the target amount for each named executive officer. The amount set forth in this column represents the amount that a named executive officer would receive under our Bonus Plan if all financial metrics to which he or she is subject exceeded our target for each metric by 10% to 20% (depending on the metric) and the individual, in the sole discretion of the Compensation Committee, demonstrated superior leadership, made exceptional individual contributions to our success in 20212022 and our performance or the performance of the applicable division surpassed that of our direct competitors such that the Compensation Committee awarded him or her 110%200% bonus for the Leadership Component. | | (5) | For TSR PRSUs awards, the number of shares set forth in this column assumes that under the TSR Measurement, our relative TSR percentile rank equaledequals at least 25%, which establishes the minimum amount of performance that we must achieve for our named executive officers to earn a portion of the award. We describe Relative TSR in our CD&A above. For adjusted EBITDA margin PRSU awards, the number of shares set forth in this column assumes that the Company will achieve annual adjusted EBITDA performance equal to 90% of the Company’s adjusted EBITDA targets. A more detailed discussion of targets and performance metrics applicable to the adjusted EBITDA Performance PRSUs is found in subsection titled “Adjusted EBITDA Performance PRSUs” on page 6480 above. |
Table of Contents
Executive Compensation
| (6) | For TSR PRSUs, the number of PRSUs set forth in this column assumes that under the TSR Measurement, our relative TSR percentile rank equaledequals at least 50%. For adjusted EBITDA margin PRSU awards, the number of shares set forth in this column assumes that the Company will achieve annual adjusted EBITDA performance equal to 100% of the Company’s adjusted EBITDA targets. | | (7) | The number of TSR PRSUs set forth in this column assumes that under the TSR Measurement each of the following conditions hashave been satisfied: (1) Relative TSR percentile equals at least 75% and (2) Absolute TSR exceeds zero. For adjusted EBITDA PRSU awards, the number of shares set forth in this column assumes that the Company will achieve annual adjusted EBITDA performance equal to 120% of the Company’s adjusted EBITDA targets. | | (8) | This column represents the grant date fair value, calculated in accordance with SEC rules, of each equity award. For PRSUs, which are subject to performance conditions, we report the grant date fair value based upon the probable outcome of such conditions and that value is consistent |
2023 Proxy Statement 87
Table of Contents Executive Compensation | with the estimate of aggregate compensation cost to be recognized over the service period as of the grant date, excluding the effect of estimated forfeitures. These amounts do not necessarily correspond to the actual value that will be realized by our named executive officers. For additional information on the valuation assumptions used in the calculation of these amounts, refer to notes 1(o)1(p) and 1011 to the financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2021,2022, as filed with the SEC on February 24, 2022.22, 2023. | | (9) | The RSUs underlying this award vest in three tranches on each of the first, second and third anniversaries of the Grant Date and the Grantee’s provision of three periods of Credited Service. | | (10) | The RSUs underlying this award are retirement eligible as of December 31, 2021July 15, 2022 and vest in three tranches on each of the first, second and third anniversaries of the Grant Date. |
72 | | | 88 | |
Table of Contents Executive Compensation OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDOutstanding Equity Awards at Fiscal Year End
The following table represents equity interests held by the named executive officers as of December 31, 2021,2022, which is comprised of RSU and PRSU awards. | | Option Awards | | Stock Awards(1) | | Name | | Option
Grant Date | | Number of
Securities
Underlying
Unexercised
Options
Exercisable | | Option
Exercise
Price
($) | | Option
Expiration
Date | | RSU or PRSU
Award Grant
Date | | | Number
of Shares
or Units
of Stock
That
Have Not
Vested | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2) | | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(2) | | | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(2) | | Susan R. Salka | | | | | | | | | | 1/3/2019 | (3) | | | | | | 41,510 | (4) | | 5,077,918 | | | | | | | | | | | | 1/3/2019 | (5) | | | | | | 23,450 | (6) | | 2,868,639 | | | | | | | | | | | | 12/16/2019 | (7) | | 7,057 | | 863,283 | | | | | | | | | | | | | | | | | 1/6/2020 | (9) | | | | | | 19,625 | (10) | | 2,400,726 | | | | | | | | | | | | 1/6/2020 | (11) | | | | | | 23,336 | (12) | | 2,854,693 | | | | | | | | | | | | 12/16/2020 | (7) | | 13,149 | | 1,608,517 | | | | | | | | | | | | | | | | | 1/4/2021 | (14) | | | | | | 14,652 | (15) | | 1,792,379 | | | | | | | | | | | | 1/4/2021 | (16) | | | | | | 23,522 | (17) | | 2,877,446 | | | | | | | | | | | | 9/20/2021 | (7) | | 30,717 | | 3,757,611 | | | | | | | Brian M. Scott(18) | | | | | | | | | | — | | | — | | — | | — | | | — | Christopher S.
Schwartz(4) | | | | | | | | | | 1/3/2019 | (3) | | | | | | 1,078 | (4) | | 131,872 | | | | | | | | | | | 1/3/2019 | (5) | | 183 | | 22,386 | | | | | | | | | | | | | | | | | 1/22/2019 | (22) | | 238 | | 29,115 | | | | | | | | | | | | | | | | | 11/22/2019 | (22) | | 840 | | 102,757 | | | | | | | | | | | | | | | | | 1/6/2020 | (9) | | | | | | 601 | (10) | | 73,520 | | | | | | | | | | | | 1/6/2020 | (7) | | 403 | | 49,299 | | | | | | | | | | | | | | | | | 1/4/2021 | (7) | | 824 | | 100,800 | | | | | | | | | | | | | | | | | 1/4/2021 | (14) | | | | | | 275 | (15) | | 33,641 | | | | | | | | | | | | 7/16/2021 | (7) | | 1,560 | | 190,835 | | | | | | | Jeffrey R. Knudson(5) | | | | | | | | | | 11/2/2021 | (13) | | 29,262 | | 3,579,620 | | | | | | | Mark C. Hagan | | | | | | | | | | 1/3/2019 | (3) | | | | | | 7,798 | (4) | | 953,929 | | | | | | | | | | | | 1/3/2019 | (5) | | | | | | 4,407 | (6) | | 539,108 | | | | | | | | | | | | 1/3/2019 | (8) | | 1,326 | | 162,210 | | | | | | | | | | | | | | | | | 1/6/2020 | (9) | | | | | | 3,535 | (10) | | 432,437 | | | | | | | | | | | | 1/6/2020 | (11) | | | | | | 4,204 | (12) | | 514,275 | | | | | | | | | | | | 1/6/2020 | (13) | | 2,369 | | 289,800 | | | | | | | | | | | | | | | | | 3/9/2020 | (19) | | 2,603 | | 318,425 | | | | | | | | | | | | | | | | | 1/4/2021 | (14) | | | | | | 3,846 | (15) | | 470,481 | | | | | | | | | | | | 1/4/2021 | (16) | | | | | | 6,174 | (17) | | 755,265 | | | | | | | | | | | | 1/4/2021 | (13) | | 6,923 | | 846,891 | | | | | | | | | | | | | | | | | 8/15/2021 | (20) | | | | | | 22,750 | (21) | | 2,783,008 | | | | | | | | | | | | 1/3/2019 | (3) | | | | | | 8,114 | (4) | | 992,586 | | | | | | | | | | | | 1/3/2019 | (5) | | | | | | 4,583 | (6) | | 560,638 | | Denise L. Jackson | | | | | | | | | | 1/3/2019 | (8) | | 1,379 | | 168,693 | | | | | | | | | | | | | | | | | 1/6/2020 | (9) | | | | | | 3,701 | (10) | | 452,743 | | | | | | | | | | | | 1/6/2020 | (11) | | | | | | 4,401 | (12) | | 538,374 | | | | | | | | | | | | 1/6/2020 | (7) | | 2,480 | | 303,378 | | | | | | | | | | | | | | | | | 1/4/2021 | (14) | | | | | | 2,579 | (15) | | 315,489 | | | | | | | | | | | | 1/4/2021 | (16) | | | | | | 4,141 | (17) | | 506,569 | | | | | | | | | | | | 1/4/2021 | (7) | | 4,642 | | 567,856 | | | | | | | | | | | | | | | | | 8/15/2021 | (20) | | | | | | 22,750 | (21) | | 2,783,008 |
| | | Option Awards | | Stock Awards(1) | | Name | | Option
Grant
Date | | Number of
Securities
Underlying
Unexercised
Options
Exercisable | | Option
Exercise
Price
($) | | Option
Expiration
Date | | RSU or
PRSU
Award
Grant
Date | | Number
of Shares
or Units
of Stock
That
Have Not
Vested | | Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(2) | | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(2) | | Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(2) | | | Cary Grace | | | | | | | | | | 11/28/2022 | (3) | | 8,164 | | 839,422 | | | | | | | | | | | | | | | | | | 11/28/2022 | (3) | | 16,329 | | 1,678,948 | | | | | | | | Susan R. Salka | | | | | | | | | | 1/6/2020 | (4) | | | | | | 33,559 | (5) | | 3,450,536 | | | | | | | | | | | | | 1/6/2020 | (6) | | | | | | 23,336 | (7) | | 2,399,408 | | | | | | | | | | | | | 12/16/2020 | (8) | | 6,673 | | 686,118 | | | | | | | | | | | | | | | | | | 1/4/2021 | (9) | | | | | | 29,304 | (10) | | 3,013,037 | | | | | | | | | | | | | 1/4/2021 | (11) | | | | | | 23,522 | (12) | | 2,418,532 | | | | | | | | | | | | | 9/20/2021 | (8) | | 20,581 | | 2,116,138 | | | | | | | | | | | | | | | | | | 1/15/2022 | (13) | | | | | | 28,428 | (14) | | 2,922,967 | | | | | | | | | | | | | 1/15/2022 | (15) | | | | | | 16,277 | (16) | | 1,673,601 | | | | | | | | | | | | | 1/15/2022 | (8) | | 14,214 | | 1,461,483 | | | | | | | | Jeffrey R. Knudson | | | | | | | | | | 11/2/2021 | (3) | | 19,606 | | 2,015,889 | | | | | | | | | | | | | | | | | | 1/15/2022 | (13) | | | | | | 9,690 | (14) | | 996,326 | | | | | | | | | | | | | 1/15/2022 | (15) | | | | | | 5,548 | (16) | | 570,445 | | | | | | | | | | | | | 1/15/2022 | (3) | | 4,845 | | 498,163 | | | | | | | | Mark C. Hagan | | | | | | | | | | 1/6/2020 | (4) | | | | | | 6,045 | (5) | | 621,547 | | | | | | | | | | | | | 1/6/2020 | (6) | | | | | | 4,204 | (7) | | 432,255 | | | | | | | | | | | | | 1/6/2020 | (17) | | 1,203 | | 123,692 | | | | | | | | | | | | | | | | | | 3/9/2020 | (18) | | 2,603 | | 267,640 | | | | | | | | | | | | | | | | | | 1/4/2021 | (9) | | | | | | 7,692 | (10) | | 790,891 | | | | | | | | | | | | | 1/4/2021 | (11) | | | | | | 6,174 | (12) | | 634,811 | | | | | | | | | | | | | 1/4/2021 | (3) | | 4,639 | | 476,982 | | | | | | | | | | | | | | | | | | 8/15/2021 | (19) | | | | | | 11,375 | (20) | | 1,169,578 | | | | | | | | | | | | | 1/15/2022 | (13) | | | | | | 8,076 | (14) | | 830,374 | | | | | | | | | | | | | 1/15/2022 | (15) | | | | | | 4,624 | (16) | | 475,440 | | | | | | | | | | | | | 1/15/2022 | (3) | | 4,038 | | 415,187 | | | | | | | | Denise L. Jackson | | | | | | | | | | 1/6/2020 | (4) | | | | | | 6,329 | (5) | | 650,748 | | | | | | | | | | | | | 1/6/2020 | (6) | | | | | | 4,401 | (7) | | 452,511 | | | | | | | | | | | | | 1/6/2020 | (17) | | 1,259 | | 129,450 | | | | | | | | | | | | | | | | | | 1/4/2021 | (9) | | | | | | 5,158 | (10) | | 540,346 | | | | | | | | | | | | | 1/4/2021 | (11) | | | | | | 4,141 | (12) | | 425,778 | | | | | | | | | | | | | 1/4/2021 | (8) | | 3,111 | | 319,873 | | | | | | | | | | | | | | | | | | 8/15/2021 | (19) | | | | | | 11,375 | (20) | | 1,169,578 | | | | | | | | | | | | | 1/15/2022 | (13) | | | | | | 7,106 | (14) | | 730,639 | | | | | | | | | | | | | 1/15/2022 | (15) | | | | | | 4,069 | (16) | | 418,375 | | | | | | | | | | | | | 1/15/2022 | (8) | | 3,553 | | 365,319 | | | | | | |
Table of Contents
Executive Compensation
| (1) | These columns consist of RSUs and PRSUs granted under the Equity Plan. | | (2) | The market value of stock awards and the equity incentive plan awards represents (i) the number of shares that had not vested as of December 31, 20212022 as set forth in the applicable column, multiplied by (ii) $122.33,$102.82, the closing price of our Common Stock on December 31, 202130, 2022 (the last |
2023 Proxy Statement 89
Table of Contents Executive Compensation | trading day of the year). For PRSUs, the number of shares set forth in the applicable column may be more than the target amount granted under the award as detailed in the footnotes below, and the amount ultimately received for each award may be different than the number of shares identified. | | (3) | The RSUs underlying this award vest in three tranches on each of the first, second and third anniversaries of the Grant Date and the Grantee’s provision of three periods of credited service. | | (4) | The adjusted EBITDA margin PRSUs underlying this award vested on January 3, 20226, 2023 and settled on February 17, 202215, 2023 after the Compensation Committee determined the Company’s 20212022 adjusted EBITDA margin.EBITDA. | (4)(5) | Because the number of shares earned under this award was based on the Company’s 20212022 adjusted EBITDA, margin, we set forth the number of shares earned. Based on the Company’s 2021 adjusted EBITDA marginin each of 15.9%, 200%the three performance periods consisting of 2020, 2021 and 2022, 171% of the target amount for this award was earned. | (5)(6) | These PRSUs vested on January 4, 2022.6, 2023. | (6)(7) | The Compensation Committee performed the TSR Measurement for this award for the measurement period ended December 31, 20212022 on January 4, 2022.2023. Relative TSR measured at the 78th 89th percentile and Absolute TSR was positive. Based on those results, the number of PRSUs set forth in this column for this award, which was the maximum amount that could have been received under the award, vested as of January 4, 2022.2023. | (7)(8) | The RSUs underlying this award vest in three tranches on each of the first, second and third anniversaries of the Grant Date and are irrevocable by the Company in the event of the executive’s retirement. | (8) | The RSUs underlying this award vest in three tranches on each of the first, second and third anniversaries of the Grant Date and the Grantee’s provision of three periods of credited service, but are still reflected on this table as unvested because they remained unvested as of December 31, 2021. | | (9) | The adjusted EBITDA PRSUs underlying this award vest on January 6, 2023. The settlement date and the determination of the total amount of shares earned under this award will take place when the Compensation Committee determines the annual year-over-year adjusted EBITDA performance rate for 2022 and 2023, which we believe will occur in February 2023. | (10) | Pursuant to the instructions set forth to Item 402(f)(2) of Regulation S-K, which provides that the number of shares reported in this column shall be based on achieving the target performance goal, because our long-term adjusted EBITDA performance rate is currently commensurate with the target performance of these awards. | (11) | The TSR PRSUs underlying this award vest on the date on which the Compensation Committee performs the TSR Measurement, which shall occur within 30 days after December 31, 2022. We describe the TSR Measurement in detail in the CD&A above. | (12) | The ultimate number of TSR PRSUs that vest under this award depends on the results of the TSR Measurement. The target amount for each of Ms. Salka, Mr. Hagan and Ms. Jackson for his or her equity incentive plan award granted on January 6, 2020 is 13,335, 2,402, and 2,515, respectively. For the target amount of TSR PRSUs to be earned, Relative TSR under the TSR Measurement would need to equal the 50th percentile. The range of TSR PRSUs that may be earned by the identified named executive officer under this award is zero up to an amount equal to the product of (i) the target amount for such executive, multiplied by (ii) 1.75. The threshold amount equals 25% of the target amount. If we were to have conducted the TSR Measurement on December 31, 2021, Relative TSR would have measured at the 79th percentile. Based on those results, TSR PRSUs equal to 175% of target would have been earned. | (13) | The RSUs underlying this award vest in three tranches on each of the first, second and third anniversaries of the Grant Date and the Grantee’s provision of three periods of credited service. | (14) | The adjusted EBITDA PRSUs underlying this award vest on January 4, 2024. The settlement date and the determination of the total amount of shares earned under this award will take place when the Compensation Committee determines our annual year-over-year adjusted EBITDA performance rate for 20232021, 2022 and 2024,2023, which we believe will occur in February 2024. | (15)(10) | Pursuant to the instructions set forth to Item 402(f)(2) of Regulation S-K, which provides that the number of shares reported in this column shall be based on achieving the targetmaximum performance goal, because our long-term adjusted EBITDA performance rate is currently commensurate with the targetmaximum performance of these awards. | (16)(11) | The TSR PRSUs underlying this award vest on the date on which the Compensation Committee performs the TSR Measurement, which shall occur within 30 days after December 31, 2023. We describe the TSR Measurement in detail in the CD&A section above. | (17)(12) | The ultimate number of TSR PRSUs that vest under this award depends on the results of the TSR Measurement. The target amount for each of Ms. Salka, Mr. Hagan and Ms. Jackson for his or her equity incentive plan award granted on January 4, 2021 is 13,441, 3,528 and 2,366, respectively. For the target amount of TSR PRSUs to be earned, Relative TSR under the TSR Measurement would need to equal the 50th percentile. The range of TSR PRSUs that may be earned by the identified named executive officer under this award is zero up to an amount equal to the product of (i) the target amount for such executive, multiplied by (ii) 1.75. The threshold amount equals 25% of the target amount. If we were to have conducted the TSR Measurement on December 31, 2021,2022, Relative TSR would have measured at the 70th88th percentile. Based on those results, TSR PRSUs equal to 175% of target would have been earned. | (18)(13) | The adjusted EBITDA PRSUs underlying this award vest on January 15, 2025. The settlement date and the determination of the total amount of shares earned under this award will take place when the Compensation Committee determines our annual year-over-year adjusted EBITDA performance rate for 2022, and two-year performance for 2023 and 2024, which we believe will occur in February 2025. | | (14) | Pursuant to the instructions set forth to Item 402(f)(2) of Regulation S-K, which provides that the number of shares reported in this column shall be based on achieving the maximum performance goal, because our long-term adjusted EBITDA performance rate is currently commensurate with the maximum performance of these awards. | | (15) | The TSR PRSUs underlying this award vest on the date on which the Compensation Committee performs the TSR Measurement, which shall occur within 30 days after December 31, 2024. We describe the TSR Measurement in detail in the CD&A section above. | | (16) | The ultimate number of TSR PRSUs that vest under this award depends on the results of the TSR Measurement. The target amount for each of Ms. Salka, Mr. Scott was not retirement eligibleHagan and Ms. Jackson for his or her equity incentive plan award granted on January 4, 2021 is 13,441, 3,528 and 2,366, respectively. For the target amount of TSR PRSUs to be earned, Relative TSR under the TSR Measurement would need to equal the 50th percentile. The range of TSR PRSUs that may be earned by the identified named executive officer under this award is zero up to an amount equal to the product of (i) the target amount for such executive, multiplied by (ii) 1.75. The threshold amount equals 25% of the target amount. If we were to have conducted the TSR Measurement on December 31, 2022, Relative TSR would have measured at the 88th percentile. Based on those results, TSR PRSUs equal to 175% of target would have been earned. | | (17) | The RSUs underlying this award vest in three tranches on each of the first, second and third anniversaries of the Grant Date and the Grantee’s provision of three periods of credited service, but are still reflected on this table as unvested because they remained unvested as of his date of his separation of service from the company; therefore, he forfeited all unvested equity awards.December 31, 2022. | (19)(18) | The RSUs underlying this award vest on the third anniversary of the grant date and the Grantee’s provision of three periods of credited service. | (20)(19) | 50% of the target TSR PRSUs underlying this award vest on the date on which the Compensation Committee performs the TSR Measurement for the first performance period, which shall occur within 30 days after August 15, 2022. The Compensation Committee will perform the TSR Measurement following the end of the two-year performance period for the remainder of this award, which shall occur within 30 days after August 15, 2023. We describe the TSR Measurement in detail in the CD&A section above. | (21) | The ultimate number of TSR PRSUs that vest under this award depends on the results of the TSR Measurement for the first and second performance periods. The target amount for each of Mr. Hagan and Ms. Jackson for his or her equity incentive plan award granted on August 15, 2021 is 13,000. For the target amount of TSR PRSUs to be earned, Relative TSR under the TSR Measurement would need to equal the 50th percentile. The range of TSR PRSUs that may be earned by the identified named executive officer under this award is zero up to an amount equal to the product of (i) the target amount for such executive, multiplied by (ii) 1.75. The threshold amount equals 25% of the target amount. | (22)(20) | The RSUs50% of the target TSR PRSUs underlying this award vestvested on August 16, 2022. The Compensation Committee performed the third anniversaryTSR Measurement for this award for the measurement period ended August 16, 2022 on August 16, 2022. Relative TSR measured at the 87th percentile and Absolute TSR was positive. Based on those results, the number of PRSUs for this award for the first performance period was the maximum amount that could have been received under the award, vested as of August 16, 2022. The Compensation Committee will perform the TSR Measurement following the end of the grant date and are irrevocable bytwo-year performance period for the Companyremainder of this award, which shall occur within 30 days after August 15, 2023. We describe the TSR Measurement in detail in the eventCD&A section above. If we were to have conducted the TSR Measurement on December 31, 2022, Relative TSR would have measured at the 86th percentile. Based on those results, TSR PRSUs equal to 175% of the executive’s retirement.target would have been earned. |
74 | | | 90 | |
Table of Contents Executive Compensation OPTION EXERCISES AND STOCK VESTEDOption Exercises and Stock Vested
The following table shows information regarding exercises of option awards to purchase our Common Stock and vesting of stock awards held by our named executive officers during 2021,2022, as of December 31, 2021.2022. | | | Option Awards | | Stock Awards | | Name | | Number of
Shares Acquired
on Exercise (#) | | Value Realized
on Exercise
($) | | Number of
Shares Acquired
on Vesting (#) | | Value Realized
on Vesting
($)(1) | | Susan R. Salka | | — | | — | | 53,591 | | 4,745,679 | | Jeffrey R. Knudson | | — | | — | | — | | — | | Christopher S. Schwartz | | — | | — | | 1,187 | | 87,052 | | Brian M. Scott | | — | | — | | 19,465 | | 1,384,118 | | Mark C. Hagan | | — | | — | | 8,081 | | 700,541 | | Denise. L. Jackson | | — | | — | | 9,152 | | 648,946 |
| | | Option Awards | | Stock Awards | | Name | | Number
of Shares
Acquired on
Exercise
(#) | | Value
Realized on
Exercise
($) | | Number
of Shares
Acquired on
Vesting
(#) | | Value
Realized
on Vesting
($)(1) | | Cary Grace | | — | | — | | — | | — | | Susan R. Salka | | — | | — | | 88,629 | | 9,339,720 | | Jeffrey R. Knudson | | — | | — | | 9,656 | | 1,226,698 | | Mark C. Hagan | | — | | — | | 28,356 | | 3,133,889 | | Denise. L. Jackson | | — | | — | | 28,203 | | 3,107,581 |
| (1) | We calculate the “Value Realized on Vesting” by multiplying (i) the gross number of shares acquired on vesting prior to shares being withheld to cover taxes and (ii) the closing price of our Common Stock on the day prior to the applicable vest dates. |
NONQUALIFIED DEFERRED COMPENSATIONNonqualified Deferred Compensation
We maintain a Deferred Compensation Plan to provide our executives, including our named executive officers, with the opportunity to defer up to 80% of their base salary and up to 90% of their bonus. The Deferred Compensation Plan also permits executives to defer the settlement date of their RSUs or PRSUs. Our named executive officers are excluded from participating in our 401(k) plan, with exception to Ms. Grace and Mr. Knudson, who was eligible to participate in 2021, and will bewere eligible to participate in 2022, because hethey did not exceed the compensation threshold in 2021 since he joined the Company in November.for at least a portion of 2022. In 2021,2022, we matched 100% up to 10% of the executive’s eligible compensation for a maximum match of 10% of the executive’s cash compensation.compensation through June 25, 2022 and then 50% of their contribution up to 6% and 100% of the next 4% contribution for the remainder of 2022. The Deferred Compensation Plan credits deferrals (other than deferrals of RSUs or PRSUs) with earnings or losses based upon the executive’s selection of publicly traded mutual funds, which may change from time to time. The current list of measurement funds, which were available throughout all of 20212022 are as follows: Hartford Small Cap Growth Y, Principal MidCap S&P 400 Index Inst, Principal SmallCap S&P 600 Index Inst, Principal LargeCap Growth I R5, MassMutual Select Mid Cap Growth R5, MFS Mid Cap Value R4, Principal Large Cap S&P 500 Index Inst, Victory Sycamore Small Company Opp I, Principal International Equity Index Inst, Dodge & Cox International Stock, Invesco Diversified Dividend R5, PGIM Total Return Bond Z, BNY Mellon Bond Market Index I.and the Mid Cap Growth Fund Fee Class I1. In addition to these, there is a series of target date funds, which include several underlying funds. For the first half of 2022, these funds included the following underlying funds: T. Rowe Price New Horizons, T. Rowe Price Small-Cap Stock, T. Rowe Price Small-Cap Value, T. Rowe Price Growth Stock, T. Rowe Price Mid-Cap Growth, T. Rowe Price Equity Index 500, T. Rowe Price Mid-Cap Value, T. Rowe Price International Stock, T. Rowe Price US Large-Cap Core Z, T. Rowe Price Overseas Stock, T. Rowe Price Real Assets, T. Rowe Price Value, T. Rowe Price International Value Eq, T. Rowe Price Emerging Markets Stock, T. Rowe Price Em Mkts Discv Stk Z, T. Rowe Price High Yield, T. Rowe Price Emerging Markets Bond, T. Rowe Price US Treasury Long-Term, T. Rowe Price Floating Rate, T. Rowe Price Intl Bd USD Hdgd, T. Rowe Price New Income, T. Rowe Price Dynamic Global Bond Inv, T. Rowe Price Ltd Dur Infl Focus Bd, T. Rowe Price US Treasury Money. Effective DecemberAugust 8, 2021,2022, the target date funds were replaced with the Blackrock Lifepath target date series which as the following underlying funds: iShares Core MSCI Total Intl Stk ETF (IXUS), iShares Developed Real Estate Idx K (BKRDX), iShares Russell 1000 Large-Cap Idx K (BRGKX), iShares Russell 2000 Small-Cap Idx K (BDBKX), iShares TIPS Bond ETF (TIP), iShares US Intermediate Credit Bond Idx (BICBX), iShares US Intermediate Gov Bd Idx (BIGBX), iShares US Long Credit Bond Index (BLCBX), iShares US Long Government Bond Idx (BLGBX) and the iShares US Securitized Bond Index (BISBX). Effective August 8, 2022, the following funds were replaced: Invesco Diversified Dividend R5MFS Mid Cap Value Fund Class R4 was replaced with MFS Mid Cap Value Fund Class R6; PGIM Total Return Bond Fund – Class Z was replaced with PGIM Total Return Bond Fund – Class R6; Principal LargeCap Growth Fund I R-5 Class was replaced with Principal LargeCap Growth Fund I Class R-6; Principal LargeCap S&P 500 Index Fund Institutional Class was replaced with Fidelity 500 Index Fund; Victory Sycamore Small Company Opportunity Fund Class I was replaced with Victory Sycamore Small Company Opportunity Fund R6; BNY Mellon Bond Market Index Fund – Class I was replaced with Fidelity U.S. Bond Index Fund; Large Cap Value Fund CL I2 was replaced with Large Cap Value Fund CL I2; MassMutual Mid Cap GrowthI1; Principal International Equity Index Fund Institutional Class R5 was replaced with Fidelity International Index Fund; Principal MidCap S&P 400 Index Fund Institutional Class was replaced with Fidelity Mid Cap GrowthIndex Fund; Principal SmallCap S&P 600 Index Fund FeeInstitutional Class I1;was replaced with Fidelity Small Cap Index Fund; and the Hartford Small Cap Growth YII I2 was replaced with Small Cap Growth Fund II I2.Fee Class I1. Executives may change their election of measurement funds on a daily basis. Additionally, beginning in 2014, the Deferred Compensation Plan permitted executives to invest in a Deferred Compensation Fixed Rate Fund, which provides an annual fixed rate of return that is generally set by the Company on January 1 of each year at 120% of the long-term Applicable Federal Rate. For 2021,2022, the Company set the rate of return at 1.5%2.2% per annum.
Table of Contents Executive Compensation Benefits under the Deferred Compensation Plan are payable in a lump sum or in annual installments for a period of up to ten years beginning seven months after the named executive officer’s separation from service. Executives may also select at the time of deferral to be paid upon separation from service, a change in control or a fixed distribution date, which must be at least two years after the date of deferral. Benefits under the Deferred Compensation Plan are also payable if the executive experiences an unforeseen financial emergency. Deferrals of RSUs or PRSUs are settled in shares upon a fixed date selected by the executive or upon a separation from service or change in control. The following table reflects contributions made by the named executive officers and matching contributions made by us under the Deferred Compensation Plan in fiscal year 20212022 as well as the named executive officers’ aggregate earnings, withdrawals, and balance information. | Name | | Executive
Contribution
in Last FY
($)(1) | | Registrant
Contributions
in Last FY
($)(2) | | Aggregate
Earnings
(Loss) in
Last FY
($)(3) | | Aggregate
Withdrawals or
Distributions
($) | | Aggregate
Balance at
FYE
($)(4) | | Cary Grace | | | | | | | | | | | | Susan R. Salka | | 345,074 | | 332,581 | | (1,269,601) | | — | | 17,248,607 | (5) | | Jeffrey R. Knudson | | 30,084 | | 36,829 | | ($1,968) | | — | | 64,945 | | | Mark C. Hagan | | 1,089,252 | | 137,488 | | (540,239) | | — | | 2,965,323 | | | Denise L. Jackson | | 125,291 | | 119,344 | | (424,912) | | — | | 2,313,610 | |
Table of Contents
Executive Compensation
| Name | | Executive
Contribution
in Last FY
($)(1) | | Registrant
Contributions
in Last FY
($)(2) | | Aggregate
Earnings
in Last FY
($)(3) | | Aggregate
Withdrawals or
Distributions
($) | | Aggregate
Balance at
FYE
($)(4) | | | Susan R. Salka | | 226,600 | | 226,600 | | 661,003 | | — | | 19,815,804 | (5) | | Brian M. Scott | | 128,640 | | 79,560 | | 360,113 | | — | | 2,586,330 | | | Christopher S. Schwarz | | 60,093 | | 31,083 | | 59,053 | | — | | 407,270 | | | Jeffrey R. Knudson | | — | | — | | — | | — | | — | | | Mark C. Hagan | | 577,125 | | 89,625 | | 252,699 | | — | | 2,278,822 | | | Denise L. Jackson | | 77,990 | | 77,990 | | 107,965 | | — | | 2,146,391 | |
| (1) | The 20212022 “Salary” and “Non-Equity Incentive Compensation” columns of the Summary Compensation Table include the contributions, as applicable, of the named executive officers set forth in this table. | | (2) | We include the matching contributions made by us set forth in this column in the 20212022 “All Other Compensation” column of the Summary Compensation Table. | | (3) | Aggregate earnings are not reflected in the Summary Compensation Table. Additionally, any changes in the value of Common Stock underlying deferred vested awards are not included in this column. | | (4) | To the extent our named executive officers made contributions, or we made matching contributions to our named executive officers, for the periods set forth in the Summary Compensation Table, such amounts are included (subject to increases or decreased earnings on such amounts) in this column. | | (5) | This amount includes $12,385,056$10,409,805 representing the value of 101,243 shares of Common Stock underlying Ms. Salka’s deferred vested equity awards in her deferred compensation account, which is calculated based on our Common Stock price of $122.33$102.82 per share, the closing price on December 31, 20212022. |
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTSTermination of Employment and Change in Control Arrangements
MS. SALKA’S EMPLOYMENT AGREEMENTMs. Grace’s Severance Agreement
We are party to an employmenta severance agreement with Ms. Salka(the “Severance Agreement”), dated May 4, 2005, as amended February 6, 2008. The employment agreement providesNovember 28, 2022 providing that Ms. Salka will serve as our President and CEO. For her services in that capacity, Ms. Salka (1) receives a base salary that we may increase annually at our discretion, (2) is eligible to receive an annual bonus subject to meeting certain performance-based criteria, and (3) is eligible to participate in our equity plans, employee benefit plans and other benefits programs provided in the same manner and to the same extent as our other senior management. The term of Ms. Salka’s employment agreement ends May 4, 2022 and automatically renews unless a party gives notice 120 days prior to the expiration date that such party does not wish to extend the term of the employment agreement. As announced on March 10, 2022, Ms. Salka intends to retire by the end of the year ending December 31, 2022, but will stand for reelection to AMN’s Board and remain as Chief Executive Officer until a successor is hired. The employment agreement provides that Ms. SalkaGrace will receive severance benefits undershould (1) the following three circumstances:Company terminate her employment without Cause(1), or (2) Ms. Grace resigns for Good Reason(2) (both deemed an “Involuntary Termination”).
1. | Death or Disability. In the event of her disability or death, Ms. Salka or her estate, as applicable, would be entitled to a severance payment equal to the sum of (A) two times her then-current annual base salary (payable not later than 30 days following termination of employment), and (B) an amount equal to the average of bonuses earned for the three most recent fiscal years (“Average Bonus”) by her (payable when bonuses are paid to our other executive officers). | 2. | Termination for Reason Other than for Cause or Resignation for Good Reason. If we terminate Ms. Salka’s employment for any reason other than for “cause,”(1) or if she terminates her employment for “good reason,”(2) Ms. Salka would be entitled to receive from us, not later than 30 days following termination of employment, a lump sum amount equal to the sum of (A) two times her then-current annual base salary, and (B) two times her Average Bonus. | 3. | Change in Control. If, within one year following a “change in control,”(3) we terminate Ms. Salka’s employment for any reason other than for cause, or if she terminates her employment for good reason, she would be entitled to receive, as soon as reasonably practicable following her termination, a lump sum amount equal to the sum of (A) three times her then-current annual base salary, and (B) three times her Average Bonus. Any unvested RSUs, PRSUs, unvested options or other equity-based compensation awards held by Ms. Salka that is retirement eligible would continue to vest pursuant to the terms of the applicable equity agreement. | | | | (1) | “Cause” is defined as (A) Executive’s failure to perform in any material respect his or her duties as an employee of the employment agreement as a terminationCompany, (B) violation of employmentthe Company’s Code of Business Conduct, Code of Ethics for Senior Financial Officers and Principal Executive Officer, and/or Securities Trading Policy, (C) the engaging by us dueExecutive in willful misconduct or gross negligence which is injurious to Ms. Salka’s (i)the Company or any of its affiliates, monetarily or otherwise, (D) the commission by Executive of an act of fraud or embezzlement against usthe Company or any of our subsidiariesits affiliates, or (E) the conviction inof Executive of a courtcrime which constitutes a felony or any lesser crime that involves Company property or a pleading of law,guilty or guilty plea or no contest plea, of any charge involving an act of fraud or embezzlement; (ii) conviction in a court of law, or guilty plea or no contest plea,nolo contendere with respect to a crime which constitutes a felony charge; (iii) willful misconductor any lesser crime that involves Company property. The Executive shall not be deemed to have been terminated for Cause unless the Company shall have given or delivered to the Executive (1) reasonable notice setting forth the basis for termination for Cause, and (2) a reasonable opportunity for the Executive to cure such alleged Cause, to the extent curable as our employeedetermined in the Company’s sole discretion. For purposes of this Agreement, no act, or as an employee for any of our subsidiaries that is reasonably likely to result in injury or financial loss to us or our subsidiaries; (iv) willful failure to render servicesact, on the Executive’s part shall be deemed “willful” unless done, or omitted to usbe done, by the Executive not in good faith and without reasonable belief that the Executive’s action or any of our subsidiariesomission was in accordance with her employment duties, which amounts to a material neglect of duties to us and does not result from physical illness, injury or incapacity, and which failure is not cured promptly after adequate notice; or (v) material breach of certain covenantsthe best interest of the employment agreement, if not cured within 30 days after written notice.Company. | | (2) | “Good Reason” is defined inas the employment agreement asoccurrence of any of the following events without the Executive’s express written consent: (i) a material breach by usreduction in the Executive’s base salary or target annual bonus compensation; provided, however that a reduction in the Executive’s base salary or target annual bonus compensation that is commensurate with reductions simultaneously made to similarly situated executives shall not constitute a material reduction, (ii) the Company’s assignment to the Executive of duties that are both materially inconsistent with and materially adverse to the Executive’s position, in effect on the Effective Date (iii) any failure to nominate the Executive as a member of the Board or (iv) the Company’s relocation of Executive’s principal place of employment, agreementother than to the Company’s headquarters that is designated in its filings with the exceptionSecurities and Exchange Commission, to a locale that is more than fifty (50) miles from the Executive’s principal place of certain provisions thereto not cured within 30 daysemployment as of the Effective Date. | | |
| 92 | |
Table of Contents Executive Compensation In the event of an Involuntary Termination, except due to a Change-in-Control(3), Ms. Grace’s severance benefits will include: (1) a one-time cash payment equal to the sum of (A) 2 times Ms. Grace’s then-current annual base salary and (B) a prorated portion of her Average Bonus (an amount equal to the average of the annual performance bonus payments received by Ms. Grace for the three most recent fiscal years (or such fewer number of fiscal years during which Ms. Grace was employed)) and (2) reimbursement for COBRA health coverage for her health insurance for an 18-month period following the Involuntary Termination (or until such time as Ms. Grace becomes eligible for comparable coverage under another employer’s health plans, whichever is earlier), less her share of premiums. Involuntary Termination due to Change-in-Control. If an Involuntary Termination occurs within one year of a Change in Control, Ms. Grace’s severance benefits will include (1) a one-time cash payment equal to 2.5 times her then-current annual base salary, (2) a one-time cash payment equal to 2.5 times her Average Bonus, (3) a one-time cash payment equal to a prorated portion of her Average Bonus, and (4) reimbursement for COBRA health coverage for her health insurance for an 18-month period following the Involuntary Termination (or until such time as Ms. Grace becomes eligible for comparable coverage under another employer’s health plans, whichever is earlier), less her share of premiums. The following table sets forth illustrative examples of the payments and benefits Ms. Grace would have received if any of the circumstances described above occurred as of December 31, 2022. | Termination Reason | | Cash
Severance
($) | | Bonus
($) | | Benefits
($) | | Value of
Accelerated
Equity
Awards
($) | | Tax
Gross-Up
($) | | Total
($) | | Termination of Employment by Us without Cause or by Ms. Grace for Good Reason Absent a Change in Control | | 2,120,000 | | — | | 15,201 | | 1,702,265(1) | | — | | 3,837,466 | | Termination of Employment by Us without Cause or by Ms. Grace for Good Reason with Change in Control | | 2,650,000 | | — | | 15,201 | | 2,518,370(2) | | | | 5,183,571 |
| (1) | Represents the value of full acceleration of unvested RSUs pursuant to the RSU grant agreement for the buy-out award in addition to the vesting of a pro-rated portion of RSUs pursuant to the RSU grant agreement for the sign-on award based on the number of full calendar months elapsed between the grant date and the termination date. For the purpose of calculating the value of the vesting of the accelerated RSUs, we used $102.82, the closing price of our Common Stock on December 31, 2022, as the fair market value. | | (2) | Represents the value of full acceleration of unvested RSUs pursuant to the respective RSU grant agreements for the buy-out and sign-on awards. For the purpose of calculating the value of the vesting of the accelerated RSUs, we used $102.82, the closing price of our Common Stock on December 31, 2022, as the fair market value. |
| On or after a Change in Control and ending on the Board’s receiptfirst anniversary thereof, “Good Reason” is defined as the occurrence of any of the following events without the Executive’s express written notice of such non-compliance;consent: (i) a material reduction in the Executive’s base salary or target annual bonus compensation, as in effect on the date immediately prior to a Change in Control, (ii) the Company’s assignment to Ms. Salkathe Executive without herthe Executive’s consent of duties materially and adversely inconsistent with herthe Executive’s position, duties or responsibilities as in effect immediately before the Change in Control, including, but not limited to, any material reduction in such position, duties or responsibilities, or a change in herthe Executive’s title or office, as then in effect, or |
76 | |
Table of Contents
Executive Compensation
| any removal of herthe Executive from any of such positions, titles or offices including Executive ceasing to be the Chief Executive Officer of the surviving company, or any failure to elect or reelect hernominate the Executive as a member of the Board or any removal of her as such a member, subject to certain exceptions; or (iii) the Company’s relocation of our corporate headquartersExecutive’s principal place of employment to a locale that is more than 50fifty (50) miles from San Diego, California without her approval.the Executive’s principal place of employment immediately prior to the Change in Control. | | (3) | “Change in control”Control” is defined in the employment agreement as occurring upon: (1)(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d) (3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a majority of the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors; (2)(ii) our dissolution or liquidation; (3)(iii) the sale of all or substantially all of our business or assets; or (4)(iv) the consummation of a merger, consolidation or similar form of corporate transaction involving the Company that requires the approval of our shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), if immediately following such Business Combination: (x) a Person is or becomes the beneficial owner, directly or indirectly, of a majority of the combined voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation), or (y) our shareholders cease to beneficially own, directly or indirectly, in substantially the same proportion as they owned the then outstanding voting securities immediately prior to the Business Combination, a majority of the combined voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation). “Surviving Corporation” means the corporation resulting from a Business Combination, and “Parent Corporation” means the ultimate parent corporation that directly or indirectly has beneficial ownership of a majority of the combined voting power of the then outstanding voting securities of the Surviving Corporation entitled to vote generally in the election of directors. |
Additionally, under each of the above scenarios, Ms. Salka and her eligible dependents are entitled to continue to participate for two years in our medical, life, dental and disability insurance plans to the extent such plans permit continued participation (with Ms. Salka continuing to pay premiums in respect of such coverage that she was paying prior to termination).
Under some circumstances, amounts payable under Ms. Salka’s employment agreement are subject to a full “gross-up” payment to make her whole if she is deemed to have received “excess parachute payments” under Section 4999 of the Code. The employment agreement has not been amended in recent years; however, in 2009, we committed to cease entering into employment agreements with tax gross-ups. Payment of all or a portion of the amounts set forth above may be delayed six months following her termination, if necessary to comply with the requirements of Section 409A of the Code. The employment agreement requires Ms. Salka to release any claims against us. The employment agreement also contains a confidentiality provision and a provision requiring Ms. Salka not to solicit our employees during its term and for a period of two years thereafter.
The following table sets forth illustrative examples of the payments and benefits Ms. Salka would have received if any of the circumstances described above occurred as of December 31, 2021.
| Termination Reason | | Cash
Severance
($) | | Bonus
($) | | Benefits
($)(1) | | Value of Accelerated
Equity Awards
($)(2) | | Tax
Gross-Up
($)(3) | | Total
($) | | Termination of Employment by Us without Cause or by | | 2,060,000 | | 3,219,018 | | 70,935 | | — | | | | 5,349,953 | | Ms. Salka for Good Reason Absent a Change in Control | | | | | | | | | | | | | | Death or Disability | | 2,060,000 | | 1,609,509 | | 23,083 | | — | | | | 3,692,592 | | Termination of Employment by Us without Cause or by | | 3,090,000 | | 4,828,527 | | 70,935 | | 24,101,090 | | 8,918,467 | | 41,009,019 | | Ms. Salka for Good Reason with a Change in Control | | | | | | | | | | | | |
(1) | Under the terms of Ms. Salka’s employment agreement, she and her eligible dependents may continue to participate for two years in our medical, life, dental and disability insurance plans to the extent such plans permit continued participation (with Ms. Salka continuing to pay premiums in respect of such coverage that she was paying prior to termination). For purposes of this column, we assume that all plans would permit continued participation and that Ms. Salka (or her eligible dependents in the event of her death) would continue to participate. We value the benefit at our estimated cost of two years of her and her dependents’ continued participation in the applicable plans. | (2)2023 Proxy Statement | We computed the value of accelerated equity awards using a share price of $122.33, the closing price of our Common Stock on December 31, 2021, the last trading day of the year. This column does not reflect awards that had already vested as of December 31, 2021. As set forth in the applicable equity award agreements, for TSR PRSUs, we have utilized the number of shares Ms. Salka would have received if the applicable TSR Measurements were performed on December 31, 2021; for adjusted EBITDA margin PRSUs we have utilized the target number underlying the awards based on 2022 and 2023 adjusted EBITDA margin performance targets and for the award based on 2021 adjusted EBITDA margin we have utilized the amount Ms. Salka received based on our 2021 adjusted EBITDA margin. | (3) | We calculated the tax gross-up amount based on a number of assumptions, and that amount includes the amount of the 20% excise tax plus the highest federal and Texas marginal income tax rates and Medicare tax of 1.45%.93 |
EXECUTIVE OFFICER SEVERANCE AGREEMENTSTable of Contents
Executive Compensation Executive Officer Severance Agreements As of December 31, 2021,2022, we were party to executive severance agreements with each of Ms. Jackson,Mr. Knudson, Mr. Hagan and Mr. Knudson,Ms. Jackson which are all virtually identical and provide that the applicable named executive officer will receive severance benefits if we terminate his or her employment without “cause,”(1) or the executive officer resigns for “good reason”(1)(2) (in either case, an involuntary termination). If an involuntary termination occurs, but not within one year of a “change in control” (defined as(as defined in Ms. Salka’s employment agreement, see footnote 3Grace’s Severance Agreement above), benefits include a cash payment equal to the applicable named executive officer’s then-current annual base salary, payment of a prorated portion of his or her Average Bonus and reimbursement for the COBRA health coverage for his or her health insurance for a one-year period (or until he or she becomes eligible for comparable coverage under another employer’s health plans, if earlier), less his or her share of premiums. If an involuntary termination occurs within one year of a change in control, the applicable named executive officer’s severance payment equals two times the sum of (A) his or her then-current annual base salary,
Table of Contents
Executive Compensation
plus (B) an amount equal to his or her Average Bonus. Each severance agreement contains a requirement that the named executive officer execute a general release in our favor as a condition to receiving the severance payments. In addition, the named executive officers can resign their employment for “good reason” after a “change in control” and generally receive the same severance benefits described in the preceding paragraphparagraph. | (1) | “Cause” is defined as (A) Executive’s failure to perform in any material respect his or her duties as an employee of the Company, (B) violation of the Company’s Code of Business Conduct, Code of Ethics for Senior Financial Officers and Principal Executive Officer, and/or Securities Trading Policy, (C) the engaging by Executive in willful misconduct or gross negligence which is injurious to the Company or any of its affiliates, monetarily or otherwise, (D) the commission by Executive of an act of fraud or embezzlement against the Company or any of its affiliates, or (E) the conviction of Executive of a crime which constitutes a felony or any lesser crime that involves Company property or a pleading of guilty or nolo contendere with respect to a crime which constitutes a felony or any lesser crime that involves Company property. | (2).(1) | “Good Reason” for purposes of an involuntary termination not within one year after a “change in control” means the occurrence of any of the following events without the named executive officer’s express written consent: (i) a material reduction in the executive’s base salary or target annual bonus compensation unless such reduction is commensurate with reductions simultaneously made to similarly situated executives, (ii) the Company’s assignment to the executive of duties that are materially inconsistent and adverse to his or her position, or (iii) our relocation of the named executive officer’s principal place of employment to a locale that is more than fifty (50) miles from his or her principal place of employment immediately prior to the change in control; provided, however, that a relocation to the Company’s Dallas, Texas offices shall not trigger any severance obligation by the Company. | (2) | On and after a “change in control,” “good reason” means the occurrence of any of the following events without the named executive officer’s express written consent: (i) a material reduction in his or her base salary or target annual bonus compensation as in effect on the date immediately prior to a change in control, (ii) the Company’s assignment to the named executive officer without his or her consent of duties materially and adversely inconsistent with the named executive officer’s position, duties or responsibilities as in effect immediately before the change in control, including, but not limited to, any material reduction in such position, duties or responsibilities, or a change in the named executive officer’s title or office, as then in effect, or any removal of the named executive officer from any of such positions, titles or offices, or (iii) our relocation of the named executive officer’s principal place of employment to a locale that is more than fifty (50) miles from his or her principal place of employment to a locale that is more than fifty (50) miles from his or her principal place of employment immediately prior to the change in control. | | |
| 94 | |
Table of Contents Executive Compensation The following table sets forth illustrative examples of the payments and benefits Mr. Knudson, Mr. Hagan, and Ms. Jackson would have received if any of the circumstances described above occurred as of December 31, 2021. Mr. Scott2022. Ms. Salka is not reflected below since he separated fromas she retired as President and Chief Executive Officer of the Company in August 2021on November 27, 2022 and as a result, would not be entitled to any payments as of the measurement date. Due todate as the interim natureresult of Mr. Schwartz role, we were not party to an executive severance agreement with him; however, under the Company’s equity agreements, he would be entitled to his unvested equity awards if there wasor a change in control. The aggregate value of Mr. Schwartz unvested equity as of December 31, 2021 is $734,225. | JEFFREY R. KNUDSON | | | | | | | | | | | | Termination Reason | | Cash
Severance
($) | | Bonus
($) | | Benefits
($) | | Value of
Accelerated
Equity
Awards
($)(1) | | Total
($) | | Involuntary Absent a Change in Control | | 300,000 | | — | | 26,074 | | — | | 326,074 | | Involuntary Within One Year of a Change in Control | | 600,000 | | — | | 26,074 | | 3,579,620 | | 4,205,694 | | | | | | | | | | | | | | MARK C. HAGAN | | | | | | | | | | | | Termination Reason | | Cash
Severance
($) | | Bonus
($) | | Benefits
($) | | Value of
Accelerated
Equity
Awards
($)(1) | | Total
($) | | Involuntary Absent a Change in Control | | 510,000 | | 257,500 | | 26,001 | | — | | 793,501 | | Involuntary Within One Year of a Change in Control | | 1,020,000 | | 515,000 | | 26,001 | | 8,240,026 | | 9,801,027 | | | | | | | | | | | | | | DENISE L. JACKSON | | | | | | | | | | | | Termination Reason | | Cash
Severance
($) | | Bonus
($) | | Benefits
($) | | Value of
Accelerated
Equity
Awards
($)(1) | | Total
($) | | Involuntary Absent a Change in Control | | 440,000 | | 490,581 | | 18,395 | | — | | 948,976 | | Involuntary Within One Year of a Change in Control | | 880,000 | | 981,161 | | 18,395 | | 7,666,176 | | 9,545,733 |
JEFFREY R. KNUDSON | Termination Reason | | Cash
Severance
($) | | Bonus
($) | | Benefits
($) | | Value of Accelerated
Equity Awards
($)(1) | | Total
($) | | Involuntary Absent a Change in Control | | 630,000 | | 1,080,000 | | 18,977 | | 4,080,720 | | 5,809,697 | | Involuntary Within One Year of a Change in Control | | 1,260,000 | | 2,160,000 | | 18,977 | | 4,080,720 | | 7,519,697 | | | | | | | | | | | | | MARK C. HAGAN | | | | | | | | | | | | | | | | | | | | | | | | Termination Reason | | Cash
Severance
($) | | Bonus
($) | | Benefits
($) | | Value of Accelerated
Equity Awards
($)(1) | | Total
($) | | Involuntary Absent a Change in Control | | 525,000 | | 666,125 | | 18,977 | | — | | 1,210,102 | | Involuntary Within One Year of a Change in Control | | 1,050,000 | | 1,332,250 | | 18,977 | | 6,238,089 | | 8,639,317 | | | | | | | | | | | | | DENISE L. JACKSON | | | | | | | | | | | | | | | | | | | | | | | | Termination Reason | | Cash
Severance
($) | | Bonus
($) | | Benefits
($) | | Value of Accelerated
Equity Awards
($)(1) | | Total
($) | | Involuntary Absent a Change in Control | | 500,000 | | 653,300 | | 13,347 | | — | | 1,116,647 | | Involuntary Within One Year of a Change in Control | | 1,000,000 | | 1,306,600 | | 13,347 | | 5,013,092 | | 7,333,039 |
| (1) | PursuantRepresents the value of the full acceleration of unvested RSUs pursuant to the terms of therespective equity award agreements with each of our named executive officers, upon a change in controlofficers. For the purpose of the Company, all unvested equity awards become vested and exercisable upon a termination of employment. We have includedcalculating the value of acceleratedthe vesting of each named executive officer’s equity awards in the table above. For this purpose,accelerated RSUs, we used $122.33,$102.82, the closing price of our Common Stock on December 31, 2021.2022, as the fair market value. This column does not reflect awards that had already vested as of December 31, 2021. As2022.As set forth in the applicable equity award agreements, for TSR PRSUs, we have utilized the number of shares the named executive officers would have received if the applicable TSR Measurements were performed on December 31, 2021;2022; and for adjusted EBITDA margin PRSUs we have utilized the targetmaximum number underlying the awards based on 20222023 and 20232024 adjusted EBITDA performance and for the award based on 2021 adjusted EBITDA margin we have utilized the amount the executive received based on our 2021 adjusted EBITDA margin.performance. |
78 | | | 2023 Proxy Statement | 95 |
Table of Contents Executive Compensation CEO PAY RATIOPay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation of our median employee to the annualannualized total compensation of our CEO, Ms. Grace, for fiscal year 2021.2022. Pursuant to SEC rules, we are permitted to calculate our 20212022 CEO pay ratio using the same median employee that we identified in 2020 because we do not believe there have been any changes to our employee population or employee compensation arrangements during 20212022 that would have a significant impact on our pay ratio disclosure. Accordingly, we have elected to use the same median employee. We calculated our median employee’s annual total compensation using the same SEC rules we use for calculating the annual total compensation of our named executive officers, as set forth in the Summary Compensation Table above. In 2021,2022, the annual total compensation of our median employee was $54,225,$75,764, and our CEO’s annualannualized total compensation was $9,472,551,$4,262,478, of which $8,115,694$2,999,903 was variable compensation based on the performance of the Company. Since Ms. Grace joined the Company on November 28, 2022, we used her total annual base salary of $1,060,000, rather than the $81,538.46 in base salary that she received for 2022. She was also not eligible to receive an annual cash incentive bonus under the Bonus Plan. The resulting ratio of the total annual compensation of our median employee compared to the total annualannualized compensation of our CEO in 20202022 was 174:56:1. The SEC rules do not allow for companies to annualize compensation paid to temporary employees. As mentioned above, our healthcare professionals, who comprised more than 80% of our workforce in 2021, are temporary employees. Since we are unable to annualize compensation for our healthcare professionals, we do not believe that the above ratio accurately reflects our pay practices relative to the compensation of our CEO. We believe that measuring the compensation paid to our median corporate employee more accurately reflects our pay practices relative to the compensation of our CEO. In 2021, the ratio of the total annual compensation of our median corporate employee compared to the total compensation of our CEO was 122:1.
The pay ratio was calculated in accordance with SEC rules based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company’s pay ratio as disclosed above. Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. | | | | | | | | | | | | | | | | | | | | | | | | | Summary | | Compensation | | Summary | | Compensation | | Average
Summary
Compensation | | Average
Compensation | | Value of Initial
Fixed $100
Investment
based on:4 | | | | Pre-Bonus | | Year | | Compensation
Table Total for
Susan Salka1
($) | | Actually Paid
to Susan
Salka1,2,3
($) | | Compensation
Table Total for
Cary Grace1
($) | | Actually
Paid to Cary
Grace1,2,3
($) | | Table Total
for Non-PEO
NEOs1
($) | | Actually Paid
to Non-PEO
NEOs1,2,3
($) | | TSR
($) | | Peer
Group
TSR
($) | | Net
Income
($ Millions) | | Adjusted
EBITDA5
($ Millions) | | (a) | | (b) | | (c) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | 2022 | | 8,468,824 | | 7,987,377 | | 3,305,296 | | 2,823,763 | | 2,904,018 | | 3,534,932 | | 165.01 | | 118.22 | | 444 | | 868 | | 2021 | | 9,472,551 | | 22,502,459 | | — | | — | | 2,972,826 | | 3,451,653 | | 196.32 | | 147.19 | | 327 | | 660 | | 2020 | | 6,025,299 | | 8,091,337 | | — | | — | | 1,874,937 | | 1,760,065 | | 109.53 | | 133.81 | | 71 | | 335 |
2022 Proxy Statement(1) | Susan Salka was our PEO in 2020, 2021, and 2022. Cary Grace was our PEO in 2022. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
| | 2020 | | 2021 | | 2022 | | | Brian M. Scott | | Brian M. Scott | | Jeffrey R. Knudson | | | Ralph S. Henderson | | Christopher S. Schwartz | | Mark Hagan | | | Mark Hagan | | Jeffrey R. Knudson | | Denise Jackson | | | Denise Jackson | | Mark Hagan | | | | | | | Denise Jackson | | |
| (2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. | | | |
7996 | |
Table of Contents Management ProposalExecutive Compensation
| (3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |
| | Year | | Summary Compensation
Table Total for Susan Salka
($) | | Exclusion of Stock
Awards for Susan Salka
($) | | Inclusion of Equity
Values for Susan Salka
($) | | Compensation Actually
Paid to Susan Salka
($) | | | 2022 | | 8,468,824 | | (4,447,137) | | 3,965,690 | | 7,987,377 | | | 2021 | | 9,472,551 | | (5,643,694) | | 18,673,602 | | 22,502,459 | | | 2020 | | 6,025,299 | | (3,632,452) | | 5,698,490 | | 8,091,337 |
| | Year | | Summary Compensation
Table Total for Cary Grace
($) | | Exclusion of Stock
Awards for Cary Grace
($) | | Inclusion of Equity
Values for Cary Grace
($) | | Compensation Actually
Paid to Cary Grace
($) | | | 2022 | | 3,305,296 | | (2,999,903) | | 2,518,370 | | 2,823,763 | | | 2021 | | — | | — | | — | | — | | | 2020 | | — | | — | | — | | — |
| | Year | | Average Summary
Compensation Table Total
for Non-PEO NEOs
($) | | Average Exclusion of
Stock Awards for
Non-PEO NEOs
($) | | Average Inclusion of
Equity Values for
Non-PEO NEOs
($) | | Average
Compensation Actually
Paid to Non-PEO NEOs
($) | | | 2022 | | 2,904,018 | | (1,296,924) | | 1,927,838 | | 3,534,932 | | | 2021 | | 2,972,826 | | (2,012,241) | | 2,491,068 | | 3,451,653 | | | 2020 | | 1,874,937 | | (900,110) | | 785,238 | | 1,760,065 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: | Year | | Year-End
Fair Value of
Equity Awards
Granted
During Year
That Remained
Unvested as
of Last Day of
Year for Susan
Salka
($) | | Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity Awards
for Susan Salka
($) | | Vesting-Date
Fair Value
of Equity
Awards
Granted
During Year
that Vested
During Year
for Susan
Salka
($) | | Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for Susan
Salka
($) | | Fair Value
at Last Day
of Prior Year
of Equity
Awards
Forfeited
During Year
for Susan
Salka
($) | | Value of
Dividends
or Other
Earnings
Paid on
Equity
Awards Not
Otherwise
Included for
Susan Salka
($) | | Total -
Inclusion of
Equity Values
for Susan
Salka
($) | | 2022 | | 5,424,177 | | (961,985) | | — | | (496,502) | | — | | — | | 3,965,690 | | 2021 | | 8,521,434 | | 9,159,676 | | — | | 992,492 | | — | | — | | 18,673,602 | | 2020 | | 4,013,649 | | 1,508,995 | | — | | 175,846 | | — | | — | | 5,698,490 |
| Year | | Year-End
Fair Value of
Equity Awards
Granted
During Year
That Remained
Unvested as
of Last Day of
Year for Cary
Grace
($) | | Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity Awards
for Cary Grace
($) | | Vesting-Date
Fair Value
of Equity
Awards
Granted
During Year
that Vested
During Year
for Cary
Grace
($) | | Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for Cary
Grace
($) | | Fair Value
at Last Day
of Prior Year
of Equity
Awards
Forfeited
During Year
for Cary
Grace
($) | | Value of
Dividends
or Other
Earnings
Paid on
Equity
Awards Not
Otherwise
Included for
Cary Grace
($) | |
Total -
Inclusion of
Equity Values
for Cary
Grace
($) | | 2022 | | 2,518,370 | | — | | — | | — | | — | | — | | 2,518,370 | | 2021 | | — | | — | | — | | — | | — | | — | | — | | 2020 | | — | | — | | — | | — | | — | | — | | — |
Table of ContentsPROPOSAL 3: ADOPTION OF THE AMN HEALTHCARE EMPLOYEE STOCK PURCHASE PLAN Executive Compensation | Year | | Average
Year-End
Fair Value of
Equity Awards
Granted
During Year
That Remained
Unvested as
of Last Day of
Year for
Non-PEO NEOs
($) | | Average
Change in
Fair Value
from Last
Day of Prior
Year to Last
Day of Year
of Unvested
Equity Awards
for Non-PEO
NEOs
($) | | Average
Vesting-Date
Fair Value
of Equity
Awards
Granted
During Year
that Vested
During Year
for Non-PEO
NEOs
($) | |
Average Change
in Fair Value
from Last Day
of Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for
Non-PEO NEOs
($) | |
Average
Fair Value
at Last Day
of Prior Year
of Equity
Awards
Forfeited
During Year
for Non-PEO
NEOs
($) | | Average
Value of
Dividends
or Other
Earnings Paid
on Equity
Awards Not
Otherwise
Included for
Non-PEO
NEOs
($) | | Total -
Average
Inclusion of
Equity Values
for Non-PEO
NEOs
($) | | 2022 | | 1,581,852 | | (69,081) | | — | | 415,067 | | 0 | | — | | 1,927,838 | | 2021 | | 1,966,827 | | 832,469 | | — | | 37,890 | | (346,117) | | — | | 2,491,068 | | 2020 | | 729,754 | | 327,207 | | — | | (24,011) | | (247,712) | | — | | 785,238 |
| (4) | The Peer Group TSR set forth in this table utilizes the S&P Health Care Services Select Industry Index (“S&P Health Care Services Select Industry Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P Health Care Services Select Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. | | (5) | We determined Pre-Bonus Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2022. More information on Pre-Bonus Adjusted EBITDA can be found at Exhibit A to this proxy statement (page 113) and in Exhibit A to our proxy statements filed in 2022 and 2021, respectively. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years. 
| * | The Company TSR summarized above is indexed to an initial $100 investment |
| 98 | |
Table of Contents Executive Compensation Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the three most recently completed fiscal years. 
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Pre-Bonus Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Pre-Bonus Adjusted EBITDA during the three most recently completed fiscal years.  | | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE | | 2023 Proxy Statement | 99 |
Table of Contents Executive Compensation Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the S&P Health Care Services Select Industry Index over the same period. COMPARISON OF CUMULATIVE TSR OF AMN HEALTHCARE SERVICES INC. AND S&P HEALTH CARE SERVICES SELECT INDUSTRY INDEX (FYE 2019 = $100) 
| * | The Company TSR summarized above is indexed to an initial $100 investment |
Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2022 to Company performance. The measures in this table are not ranked. Pre-Bonus Adjusted EBITDA
Revenue
Adjusted EBITDA Performance
Relative TSR
Absolute TSR
| 100 | |
Table of Contents
PROPOSAL 3 Ratification of the Selection of Our Independent Public Accounting Firm | | | The board recommends a vote “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. | | FOR” THE AMN Employee Stock Purchase Plan. | | | |
On March 1, 2022, the Board adopted, subject to stockholder approval, the AMN Healthcare Services, Inc. (“AMN”) Employee Stock Purchase Plan (the “ESPP”) for the purpose of providing a means through which to attract, motivate and retain personnel and to provide a means whereby our employees can acquire and maintain an equity interest in us, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. Stockholders are being asked to consider and approve the ESPP, which will reserve an aggregate amount of up to 1,000,000 shares of AMN common stock for issuance pursuant to grants made under the ESPP.
Description of the Material Features of the ESPP
The following is a summary of the material features of the ESPP. This summary is qualified in its entirety by reference to the complete text of the ESPP, which is contained in Exhibit B to this proxy statement.
Purpose of the ESPP
The purpose of the ESPP is to provide employees of AMN and its participating subsidiaries with the opportunity to purchase AMN common stock at a discount through accumulated payroll deductions during successive offering periods. We believe that the ESPP enhances such employees’ sense of participation in our performance, aligns their interests with those of our stockholders, and is a necessary and powerful incentive and retention tool that benefits our stockholders. Accordingly, the AMN Board believes that approval of the ESPP is in the best interests of AMN and the AMN Board recommends that stockholders vote for approval of the ESPP.
AMN operates in a highly competitive and challenging marketplace in which its success depends to a great extent on its ability to attract and retain high-caliber employees. If approved, the ESPP is expected to be a significant part of our overall equity compensation strategy, especially with respect to our non-executive employees. We believe that offering the ESPP is important to our ability to maintain competitiveness. By providing eligible employees with a convenient means of acquiring an equity interest in AMN through payroll deductions, we expect to enhance such employees’ sense of participation in the affairs of AMN and its participating subsidiaries and provide an incentive for continued employment.
The ESPP includes two components. One component is designed to allow our eligible employees to purchase common stock in a manner that is designed to qualify for favorable tax treatment under Section 423 of Code, or the 423 component. In addition, purchase rights may be granted under a second component that does not qualify for such favorable tax treatment, or the non-423 component.
Summary of the ESPP
This section summarizes certain principal features of the ESPP, which authorizes the grant of purchase rights to U.S. employees of AMN that are intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Code. The summary is qualified in its entirety by reference to the complete text of the ESPP.
Eligibility and Administration
The Board, or a duly authorized committee thereof, will administer and will have authority to interpret the terms of the ESPP and determine eligibility of participants. The administrator may designate certain of AMN’s subsidiaries as participating “designated companies” in the ESPP and may change these designations from time to time. Employees of AMN and its participating designated companies are eligible to participate in the ESPP if they meet the eligibility requirements under the ESPP established from time to time by the administrator. However, an employee may not be granted rights to purchase shares under the ESPP if such employee, immediately after the grant, would own (directly or through attribution) shares possessing 5% or more of the total combined voting power or value of all classes of common stock or other classes of shares.
Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions by the deadline established by the administrator prior to the first day of the applicable offering period. Non-employee directors and consultants are not eligible to
| | 80 | |
Table of Contents
Management Proposal
participate in the ESPP. Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period.
As of the date of this proxy statement, AMN had approximately 8,691 employees who would have been eligible to participate in the ESPP had the ESPP been in operation on such date and the subsidiaries for whom such employees work had been designated as participating designated companies under the ESPP.
Shares Available for Awards
A total of 1,000,000 shares of AMN common stock will be reserved for issuance pursuant to grants made under the ESPP. The number of shares subject to the ESPP may be adjusted for changes in our capitalization and certain corporate transactions, as described below under the heading “Changes in Capitalization and Effect of Certain Corporate Transactions.” We cannot precisely predict the AMN share usage under the ESPP as it will depend on a range of factors including the level of AMN employee participation, the contribution rates of participants, the trading price of AMN common stock and AMN future hiring activity. Any shares distributed pursuant to an award may consist, in whole or in part, of authorized and unissued common stock, treasury common stock or common stock purchased on the open market.
Participating in an Offering
● | Offering Periods and Purchase Periods. AMN common stock will be offered under the ESPP during offering periods. The length of the offering periods under the ESPP will be determined by the administrator and may be up to 27 months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The administrator may select one or more purchase dates for each offering period. Offering periods under the ESPP will commence when determined by the administrator. The administrator may, in its discretion, modify the terms of future offering periods. | | | ● | Enrollment and Contributions. The ESPP permits participants to purchase common stock through payroll deductions of up to a specified dollar amount or a specified percentage of their eligible compensation specified by the administrator. The administrator may establish a maximum number of shares that may be purchased by a participant during any offering period. In addition, no employee may purchase more than $25,000 worth of our Common Stock (determined based on the fair market value of the shares at the time such rights are granted) in each calendar year during which such rights are outstanding. | | | ● | Purchase Rights. On the first trading day of each offering period, each participant will automatically be granted a purchase right to purchase shares of AMN common stock. Unless an employee’s participation is discontinued, his or her purchase right will be exercised automatically on the purchase date at the applicable purchase price. | | | ● | Purchase Price. The purchase price of the shares, in the absence of a contrary designation by the administrator, will be 85% of the lower of the fair market value of AMN common stock on the first trading day of the offering period or on the Purchase Date. The fair market value per share of AMN common stock under the ESPP generally is the closing sales price of AMN common stock on the date for which fair market value is being determined, or if there is no closing sales price for a share of AMN common stock on the date in question, the closing sales price for a share of AMN common stock on the last preceding date for which such quotation exists. | | | ● | Withdrawal and Termination of Employment. Participants may voluntarily end their participation in the ESPP during an offering period prior to the end of the offering period and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation in the ESPP ends automatically upon a participant’s termination of employment. |
Changes in Capitalization and Effect of Certain Corporate Transactions
In the event of certain changes in our capitalization, the administrator will appropriately adjust (1) the number of shares reserved under the ESPP, (2) the number of shares and purchase price of all outstanding purchase rights and (3) the number of shares that are subject to purchase limits under ongoing offerings.
In addition, in the event of a corporate transaction, each outstanding purchase right shall be assumed or an equivalent purchase right shall be substituted by the successor corporation or a parent or subsidiary of the successor corporation. If the successor corporation refuses to assume or substitute outstanding purchase rights, any offering periods then in progress shall be shortened with a new purchase date prior to the proposed sale or merger. For purposes of the ESPP, a corporate transaction generally will be deemed to occur in the event of the consummation of: (i) a sale or other disposition of all or substantially all of our consolidated assets; (ii) a sale or other disposition of at least 50% of our outstanding securities; (iii) a merger, consolidation or similar transaction following which we are not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which we are the surviving corporation but the shares of our Common Stock outstanding immediately prior to such transaction are converted or exchanged into other property by virtue of such transaction.
Table of Contents
Management Proposal
Foreign Participants
The administrator may provide special terms, establish supplements to, or amendments, restatements or alternative versions of the ESPP, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States.
Transferability
A participant may not transfer rights granted under the ESPP other than by will or the laws of descent and distribution, and such rights are generally exercisable only by the participant.
Plan Amendment and Termination
The administrator has the authority to amend or terminate the ESPP, provided that except in certain circumstances such amendment or termination may not materially impair any outstanding purchase rights without the holder’s consent. The stockholder approval of any amendment to the ESPP will be obtained as required by applicable law or listing requirements.
Material U.S. Federal Income Tax Consequences
The U.S. federal income tax consequences of the ESPP under current income tax law are summarized in the following discussion which deals with the general tax principles applicable to the ESPP and is intended for general information only. Other federal taxes and foreign, state and local income taxes are not discussed, and may vary depending on individual circumstances and from locality to locality.
The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the ESPP. This means that an eligible employee will not recognize taxable income on the date the employee is granted a purchase right under the ESPP. In addition, the employee will not recognize taxable income upon the purchase of shares. Upon such sale or disposition, the participant generally will be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the date of grant and more than one year from the date of purchase, or if the participant dies while holding the shares, the participant (or the participant’s estate) will recognize ordinary income measured as the lesser of (1) the excess of the fair market value of the shares at the time of such sale or disposition (or death) over the purchase price or (2) the excess of the fair market value of the shares at the time the purchase right was granted over the purchase price. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income, and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price. AMN will not be entitled to an income tax deduction with respect to the grant or exercise of a right to purchase our shares, or the sale of such shares by a participant, where such participant holds such shares for at least the holding periods described above.
If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price and AMN will be entitled to a tax deduction for compensation expense in the amount of ordinary income recognized by the employee. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them. If the shares are sold or otherwise disposed of before the expiration of the holding periods described above but are sold for a price that is less than the purchase price, the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the date of purchase over the purchase price (and AMN will be entitled to a corresponding deduction), but the participant generally will be able to report a capital loss equal to the difference between the sales price of the shares and the fair market value of the shares on the date of purchase.
THE DISCUSSION ABOVE IS INTENDED ONLY AS A SUMMARY AND DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT TO RECIPIENTS OF PURCHASE RIGHTS UNDER THE EMPLOYEE STOCK PURCHASE PLAN. AMONG OTHER ITEMS THIS DISCUSSION DOES NOT ADDRESS ARE TAX CONSEQUENCES UNDER THE LAWS OF ANY STATE, LOCALITY OR FOREIGN JURISDICTION, OR ANY TAX TREATIES OR CONVENTIONS BETWEEN THE UNITED STATES AND FOREIGN JURISDICTIONS. THIS DISCUSSION IS BASED UPON CURRENT LAW AND INTERPRETATIONAL AUTHORITIES WHICH ARE SUBJECT TO CHANGE AT ANY TIME.
| | 82 | |
Table of Contents
Management Proposal
New Plan Benefits
Benefits under the ESPP will depend on the employees’ enrollment and contribution elections, and the fair market value of the shares at various future dates. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the ESPP.
The closing price of the Company’s common stock as of the record date on March 14, 2022 was $95.61.
Recommendation of the Board
THE BOARD RECOMMENDS THAT THE AMN STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMN HEALTHCARE EMPLOYEE STOCK PURCHASE PLAN.
Table of Contents
Audit Committee Matters
PROPOSAL 4: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM
The Audit Committee appointed KPMG LLP (“KPMG”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. The Board proposes and recommends that the shareholders ratify this appointment. SELECTION AND ENGAGEMENT OFSelection and Engagement of KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMas Our Independent Registered Public Accounting Firm
KPMG served as our principal independent registered public accounting firm for 2021.2022. We expect representatives from KPMG to be present at the Annual Meeting. They will be given the opportunity to make a statement if they so desire and are expected to be available to respond to any appropriate questions. AUDIT FEES, AUDIT-RELATED FEES, TAX FEES AND ALL OTHER FEESAudit fees, Audit-Related fees, Tax fees and all other fees
The following sets forth the fees paid or accrued for audit services and the fees paid for audit-related, tax and all other services rendered by KPMG for each of the last two years: | | | 2021 ($) | | 2020 ($) | | Audit Fees(1) | | 2,000,000 | | 2,313,125 | | Audit-Related Fees(2) | | 10,960 | | 34,268 | | Tax Fees(3) | | 248,750 | | 395,810 | | All Other Fees | | - | | - |
| | | 2022
($) | | 2021
($) | | Audit Fees(1) | | 2,430,890 | | 2,000,000 | | Audit-Related Fees(2) | | 21,683 | | 10,960 | | Tax Fees(3) | | 362,218 | | 248,750 | | All Other Fees | | — | | — |
| (1) | Audit fees in 20212022 consist of fees for professional services rendered in connection with the (i) annual audits of our consolidated financial statements, and the effectiveness of internal control over financial reporting and (ii) reviews of the interim consolidated financial statements included in quarterly reports. | | (2) | Audit-related fees in 20212022 consist principally of fees not reported under the “Audit Fees” heading, including fees in respect of accounting consultations and the licensing of KPMG’s accounting online research tool.consultations. | | (3) | Tax fees in 20212022 consist of professional services rendered primarily relating to consultations in connection with research and development credits, an audit of the Company by the California State Franchise Tax Board and state sales and use tax compliance as well as other tax-related consulting services. |
Pursuant to the Audit Committee Charter, it is the policy of the Audit Committee to review in advance and grant any appropriate pre-approvals of all auditing services to be provided by the independent registered public accounting firm and all non-audit services to be provided by the independent registered public accounting firm as permitted by Section 10A of the Exchange Act, and in connection therewith, to approve all fees and other terms of engagement. In 20202021 and 2021,2022, the Audit Committee approved all fees billed by KPMG prior to the engagement. THE BOARD RECOMMENDS A VOTE “ | | | 2023 Proxy Statement | FOR101” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022. |
Table of ContentsREPORT OF THE AUDIT COMMITTEE Audit Committee Matters Report of the Audit Committee Management is responsible for the Company’s financial reporting process, including establishing and maintaining disclosure controls and procedures, establishing and maintaining internal control over financial reporting, evaluating the effectiveness of disclosure controls and procedures, evaluating and expressing an opinion on the effectiveness of internal controlcontrols and the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. | | 84 | |
Table of Contents
Audit Committee Matters
KPMG LLP is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting. The Audit Committee’s responsibility is to monitor, evaluate and oversee these processes. The Audit Committee members are not employees of the Company and are not professional accountants or auditors. The Audit Committee’s primary purpose is to assist the Board to fulfill its oversight responsibilities by reviewing the financial information provided to shareholders and others, the systems of internal controls that management has established to preserve the Company’s assets, the audit process, including the review of critical audit matters with the Company’s independent registered accounting firm, and technology-related risks, including cybersecurity risks. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures or to determine that the Company’s financial statements are complete and accurate and in accordance with accounting principles generally accepted in the United States of America. The Audit Committee has reviewed and discussed the audited financial statements with management. In giving the Audit Committee’s recommendation to the Board, it has relied on management’s representations that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of the independent registered public accounting firm, KPMG, included in its report on the Company’s consolidated financial statements. The Audit Committee is responsible for the appointment, subject to shareholder ratification, of the Company’s independent registered public accounting firm. The members of the Audit Committee are independent as defined by Section 303A of the NYSE Listed Company Manual. In this context, the Audit Committee has reviewed and discussed with management, its report on the effectiveness of the Company’s internal control over financial reporting as well as KPMG’s report related to its audit of (i) the consolidated financial statements; and (ii) the effectiveness of internal control over financial reporting. The Audit Committee has discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee has received from KPMG the written disclosures and the letter from the independent registered accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence and has discussed with KPMG its independence. The Audit Committee also considered whether KPMG’s provision of non-audit services to the Company is compatible with KPMG’s independence. KPMG advised the Audit Committee that KPMG was and continues to be independent accountants with respect to the Company. The Audit Committee discussed with KPMG the overall scope and plans for its audits. The Audit Committee has met with KPMG, with and without management present, to discuss the results of its audits, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. Based upon the Audit Committee’s discussions with management and KPMG, the Audit Committee’s review of the representations of management and the report of KPMG to the Audit Committee, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2022 filed with the SEC. Audit Committee Members MarkMARK G. FolettaFOLETTA
Financial Expert TeriTERI G. FontenotFONTENOT
Financial Expert DaphneDAPHNE E. JonesJONES
Financially Literate JorgeJORGE A. CaballeroCABALLERO
Financial Expert | 102 | | 2022 Proxy Statement | 85 |
Table of Contents Shareholder Proposal
PROPOSAL 5: SHAREHOLDER PROPOSAL
 PROPOSAL 4 Shareholder Proposal |
The Company has been advised that Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who has indicated he is a beneficial owner of at least $2,000 in market value of AMN’s Common Stock, intends to submit the following proposal at the Annual MeetingMeeting..
| AMN is not responsible for the accuracy or content of this shareholder proposal, which is presented as received from the proponent in accordance with SEC rules. |
Proposal 54 — Reform the Current Impossible Special Shareholder Meeting ImprovementRequirements 
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10%15% of our outstanding common stock the power to call a special shareholder meeting. Shareholders shall not be disqualified from formal participation One of the main purposes of this proposal is to give all shares, including street name shares, the right to formally participate in calling for a special shareholder meeting based solelyto the fullest extent possible and to clear up any ambiguity on whether street name shares can formally participate in calling for a special shareholder meeting without converting their shares to another class of stock. One of the main purposes of this proposal is to give all shares, regardless of the length of continuous stock ownership.ownership, the right to formally participate in calling for a special shareholder meeting to the fullest extent possible It is important to adopt this proposal because all AMN shares held in street name are now 100% disqualified from formally participating in the call for a special shareholder meeting. Under this ill-conceived AMN rule management discriminates against shareholders who bought AMN stock in street name which is the most efficient form of ownership for most AMN shareholders. Also all AMN shares not held for one continuous year are now 100% disqualified from formally participating in the call for a special shareholder meeting. Under this ill-conceived AMN rule management discriminates against shareholdersshareholder who bought AMN stock during the past 12 months. Under the current rule potential shareholders with new ideas for management are thus discouraged from buying our stock because they will not be full-fledged shareholders until a year later.
It currently takes 15% of shares that are owned for more than one continuous yearnot owed in street name to call a special shareholder meeting. TheThis could disqualified 50% of AMN shares from participating in the calling of a special shareholder meeting. Thus it would take 30% of the non street names shares to call for a special meeting. Then the owners of 15%30% of the AMN non street name shares held for more than a continuous year could determine that they own 30%45% of ourAMN non street name stock when length of stock ownership is factored out. Thus for practical purposes we may be left with a 30%45% stock ownership threshold to call a special shareholder meeting. This shareholder proposal topic in the format that did not discriminate againstThe nominal 15% of shares owned for less than a year, won our 44% support at our 2018 annual meeting. This 44% support likely represented more than 51% support from the shares that have access to independent proxy voting advice.
Special meetings allow shareholders to vote on important matters, such as electing new directors with special expertise or independence that may be lacking in our current or future directors as was the case with the 3 new Exxon directors supported by the Engine No. 1 hedge fund at the 2021 Exxon annual meeting.
A reasonable shareholder right to call for a special shareholder meeting can make shareholder engagement meaningful. Ifturns into a bait and switch 45% threshold – nothing for management is insincereto brag about.
I know of no shareholders who have succeeded in its shareholder engagement, a right for shareholders to call for a special meeting can make management think twice about insincerity. Our bylaws give no assurance that any sort of engagement with shareholders will continue. A more reasonable shareholder right to callcalling for a special shareholder meeting at any company that excludes all street name shares.
I know of no shareholders who have succeeded in calling for a special shareholder meeting at any company that excludes all shares owned for less than a continuous year. Thus AMN seems to have 2 bullet-proof defences to make sure that a special shareholder meeting will help ensure that management engages withnever be called due to the enormous burden AMN places on shareholders in good faith because shareholders will have a viable Plan B as an alternative.by these 2 under the radar exclusions. Please vote yes: Reform the Current Impossible Special Shareholder Meeting ImprovementRequirements — Proposal 54 | 2023 Proxy Statement | THE BOARD’S STATEMENT IN 103 |
Table of Contents Shareholder Proposal OPPOSITION TO PROPOSAL 5 |  | AMN Healthcare’s Statement in Opposition to Proposal No. 4 | | | |
The Company providesBoard has considered the proponent’s proposal to (i) permit beneficial shareholders of recordthe Company’s common stock to call a special meeting; and (ii) eliminate the requirement to hold the Company’s common stock for at least one year prior to calling for a special meeting. The Board has given careful consideration to this shareholder proposal and has concluded for the reasons set forth below that the adoption of this resolution is unnecessary and otherwise not in the best interests of the Company and its shareholders. Among other things, the one-year holding requirement to call a special meeting of shareholders protects the Company against abuses by shareholders with narrow short-term interests. In 2020, the Company’s proposal to enact the current threshold of 15% with a one year holding period, passed with 85.7% support. The Company’s enacted threshold provides holders of 15% of our common stock for at least one year with the right to call a special meeting providinggave shareholders with meaningful rights, while protecting the interests of all our shareholders. We believe this is aligned with best practices and strikes an appropriate balance. The Board has considered the proponent’s proposal to reduce the threshold to call a special meeting from While the Company’s current threshold of shareholders holding 15% or more2020 proposal received overwhelming shareholder support, Mr. Chevedden’s proposal, which sought the reduction of the Company’s outstanding common stock for at least one year, to a threshold of 10% with no required holding period. The Board does not find this proposal to be in the best interest of our shareholders.
| | 86 | |
Table of Contents
Shareholder Proposal
In 2020, the proponent submitted a similar proposal to his current proposal to decrease the special meetingownership threshold from the Company’s then existing 20% threshold to 10%. In an effort, received just 31.5% support from shareholders.
Mr. Chevedden again sought to continually consider shareholder perspectives and implement corporate governance best practices, the Company engaged with the proponent and proposed terms that it believed, and still believes, constitute best practices and promote the long-term interest of shareholders. After coming to what the Company believed to be an agreement with the proponent, the proponent elected not to withdraw the proposal. In response, the Company put forth its own proposal to reducedecrease the threshold to call a special meeting to 15%10% and to include a requirement that eligible shareholders continuously own their commonalso proposed the removal of the one-year stock for one year in order to satisfy the threshold.holding period. The Company’s proposal passed with 85.7%received just 26.2% shareholder support and the Company amended its bylaws accordingly.support.
For these reasons and the reasons below, the Board unanimously recommends that you vote AGAINST Proposal 5
While the Board supports giving shareholders a meaningful ability to call special meetings, the Board believes that this proposal does not appropriately balance the interests of all shareholders.
The lower 10% threshold requested by this proposal could increase the risk that a small minority of shareholders with special interests could trigger the heavy expenses and the distraction from the business to convene a special meeting on matters that are not widely viewed as important or could efficiently be addressed at the next annual meeting. The Board believes that an ownership threshold of at least 15% is appropriate based on the Company’s current size and shareholder composition, as it provides the Company’s shareholdersspecial meeting right with a meaningful15% threshold, including the one-year stock hold requirement, appropriately balances the shareholder right to request a special meeting, while mitigating the risk that a small minority of shareholders could create a financial and administrative burden on all our shareholders and the Company.
In addition, maintaining a one year holding period for eligible shareholders to satisfy the ownership threshold ensures that shareholders seeking to call a special meeting are doing so withwhile protecting its shareholder base against the risk that a narrow shareholder base will use the special meeting mechanism as a means to advance short-term interests adverse to the long-term interests of the Company and its shareholders in mind.shareholders.
Special meetings require substantial resources, and the elimination of a holding requirement as requested by the proposal could increase the potential for misuse of the special meeting right by special-interest shareholder groups with no long-term vested interest in the Company. Given the size of the Company and our large number of shareholders, a special meeting is a significant undertaking that requires substantial management and expense resources. The Board and management would be required to divert time and focus from their responsibility of managing the Company on behalf of all shareholders to prepare for, and conduct, the meeting, consequently distracting from their primary focus of operating our business and maximizing long-term shareholder value. Accordingly, special meetings should be extraordinary events that occur only when there are urgent and important strategic matters or concerns. The Company’s bylaws provide shareholders of record holding 15%In response to the proponent’s proposal, the Company has amended its By-laws to clarify that beneficial holders, or moreholders of the Company’s outstanding common stock for at least one year within street name, as well as record holders, can call a special meeting subject to the rightother conditions and procedural requirements as set forth in the By-laws.
While the Company’s By-laws did not prohibit beneficial owners from calling a special meeting, the Company believes that the amendments serve to call special meetings, thus allowing for shareholdersclarify the pre-existing ability of beneficial owners to call a special meeting when extraordinary matters arise, without enabling a small minority of shareholders that may not have held a financial stake in the Company for a meaningful period to call disruptive, time-consuming, and expensive meetings.meeting. We believe that the Company’s overall corporate governance reflects best practices and provides shareholders with meaningful rights to communicate their views and ensure Board and management accountability and responsiveness to shareholders. Given the Company’s demonstrated commitment to effective corporate governance, there are a number of other ways for shareholders to express their views in addition to a special meeting right. The Board believes that the Company’s commitment to ongoing and consistent dialogue with shareholders, combined with the following corporate governance practices, sufficiently serve to protect shareholders. This includes allowing multiple paths for shareholders to express their views to the Board, all without the added risks and expenses associated with a 10% special meeting threshold:eliminating the holding requirement: | ● | “Proxy access” right to nominate directors | | | | ● | Annual director elections | | | | ● | Action by written consent | ● | No supermajority voting requirement | | ● | No poison pillA majority shareholder voting right |
| | | 104 | |
Table of Contents Shareholder Proposal In light of the Board’s belief that the Company’s existing shareholder meeting right is aligned with best practices and strikes the appropriate balance between providing shareholders with meaningful rights while adequately protecting the long-term interests of the Company and all its shareholders, and the Board’s demonstrated commitment to strong corporate governance and responsiveness to shareholders, the Board believes the adoption of this shareholder proposal is unnecessary and not in shareholders’ best interest. Recommendation of the Board of Directors | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THIS SHAREHOLDER PROPOSALFor all the reasons set forth above, the Board of Directors recommends a vote AGAINST Proposal No. 4 |
| | | 20222023 Proxy Statement | 87105 |
Table of Contents Security Ownership and Other Matters |
Security Ownership of Certain Beneficial Owners and Other MattersManagement SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of February 22, 2022March 21, 2023 regarding (i) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock, (ii) each director and director nominee of the Company, (iii) the named executive officers and (iv) all executive officers and directors as a group. Except as otherwise indicated, each person has sole voting and dispositive power with respect to such shares. Beneficial ownership includes shares for which a person, directly or indirectly, has or shares voting or investment power, or both, and also includes shares that each such person or group had the right to acquire within 60 days following February 22, 2022,March 21, 2023, including upon the exercise of options or warrants. Where applicable, we calculate the percentage of Common Stock beneficially owned by including the number of shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 22, 2022March 21, 2023 in both the numerator and the denominator. | Name | | Number of Shares
of Common Stock
Beneficially Owned(1) | | Percent of
Class | | BlackRock, Inc.(2) | | 7,331,318 | | 15.70 | % | | The Vanguard Group(3) | | 5,602,447 | | 12.00 | % | | R. Jeffrey Harris(4) | | 85,949 | | * | | | Susan R. Salka(5) | | 26,916 | | * | | | Martha H. Marsh(6) | | 52,890 | | * | | | Douglas D. Wheat(7) | | 39,703 | | * | | | Mark G. Foletta(8) | | 39,012 | | * | | | Brian M. Scott(9) | | 35,351 | | * | | | Christopher S. Schwartz(10) | | 33,754 | | * | | | Denise L. Jackson(11) | | 18,267 | | * | | | Mark C. Hagan(11) | | 14,745 | | * | | | Daphne E. Jones(12) | | 9,480 | | * | | | Teri G. Fontenot(13) | | 6,321 | | * | | | Sylvia Trent-Adams(14) | | 3,336 | | * | | | Jorge A. Caballero(15) | | 437 | | * | | | Jeffrey R. Knudson(16) | | 0 | | * | | | All current directors, director nominees and executive officers as a group | | 368,861 | | * | |
| Name | Number of Shares
of Common Stock
Beneficially
Owned(1) | |
Percent of
Class | | BlackRock, Inc.(2) | 7,152,134 | | 16.50% | | The Vanguard Group(3) | 5,340,622 | | 12.59% | | R. Jeffrey Harris(4) | 86,335 | | * | | Susan R. Salka(5) | 10,588 | | * | | Martha H. Marsh(6) | 54,348 | | * | | Douglas D. Wheat(7) | 36,261 | | * | | Mark G. Foletta(8) | 40,170 | | * | | Denise L. Jackson(9) | 17,518 | | * | | Mark C. Hagan(9) | 29,283 | | * | | Jeffrey R. Knudson(9) | 12,474 | | * | | Daphne E. Jones(10) | 10,938 | | * | | Teri G. Fontenot(11) | 7,008 | | * | | Sylvia Trent-Adams(12) | 4,794 | | * | | Jorge A. Caballero(13) | 1,895 | | * | | Cary Grace(14) | 0 | | * | | All current directors, director nominees and executive officers as a group | 311,612 | | * |
| * | Less than 1%. | | (1) | In accordance with our policy, directors and named executive officers are not permitted to pledge, hypothecate or otherwise place liens on any equity securities of the Company that they own (or to engage in any hedging transactions involving our equity securities). Accordingly, no shares of Common Stock identified as beneficially owned in this table by our named executive officers and directors are pledged as security. | | (2) | Of the 7,331,3187,152,134 shares of Common Stock BlackRock, Inc. beneficially owns, it has sole voting power over 7,239,0037,051,024 shares of Common Stock, shared voting power over 0 shares, and sole dispositive power over 7,331,3187,152,134 shares. BlackRock, Inc.’s address is 55 East 52nd Street, New York, NY 10055. Ownership amount and other information contained in this table and accompanying footnote for BlackRock, Inc., including voting power and dispositive power information, are based solely on information contained in the Schedule 13G13G/A (Amendment No. 1) filed by BlackRock, Inc. with the SEC on January 28,2022.26,2023. | | (3) | Of the 5,602,4475,456,661 shares of Common Stock The Vanguard Group (“(Vanguard“Vanguard””) beneficially owns, it has sole voting power over 0 shares, shared voting power over 90,43073,511 shares, sole dispositive power over 5,470,7425,340,622 shares and shared dispositive power over 90,430116,039 shares. Vanguard’s address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Ownership amount and other information contained in this table and accompanying footnote for Vanguard, including voting power and dispositive power information, are based solely on information contained in the Schedule 13G/A (Amendment No. 7)9) filed by Vanguard with the SEC on February 9, 2022.2023. |
88106 | |
Table of Contents Security Ownership and Other Matters | (4) | Includes (A) 49,07250,139 shares of Common Stock owned directly by Mr. Harris and (B) 36,87736,196 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 22, 2022,March 21, 2023, which 36,87736,196 shares consist of (i) 34,738 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (iii) 2,1391,458 shares of Common Stock underlying RSUs that will vest within 60 days of February 22, 2022March 21, 2023 on April 21, 2022.2023. | | (5) | Includes 26,91610,588 shares of Common Stock owned directly by Ms. Salka and excludes 101,243 vested RSUs that she elected to defer until her separation from service. Under the terms of the applicable award agreements, if Ms. Salka is a “specified employee” within the meaning of Section 409A of the Code, which she is, the distribution of her Common Stock wouldwill be delayed six months and one day.day from her date of separation, and will be distributed on May 30, 2023. Accordingly, we have not included her 101,243 deferred vested RSUs in the table above because she wouldwill not have noa right to receive such shares within 60 days from February 22, 2022 even if her employment with us terminated on February 22, 2022.March 21, 2023. If we were to include such amounts, the number of shares beneficially owned by her as set forth in this table would be increased by the corresponding amount and be reflected as 128,159.111,831. | | (6) | Includes (A) 21,90124,040 shares of Common Stock owned directly by Ms. Marsh and (B) 30,98930,308 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 22, 2022,March 21, 2023, which 30,98930,308 shares of Common Stock consist of (i) 28,850 shares of Common Stock underlying vested RSUs for which receipt has been deferred until her separation from service and (iii) 2,1391,458 shares of Common Stock underlying RSUs that will vest within 60 days from February 22, 2022March 21, 2023 on April 21, 2022.2023. | | (7) | Includes (A) 2,82665 shares of Common Stock owned directly by Mr. Wheat and (B) 36,87736,196 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 22, 2022,March 21, 2023, which 36,87736,196 shares of Common Stock consist of (i) 34,738 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (iii) 2,1391,458 shares of Common Stock underlying RSUs that will vest within 60 days from February 22, 2022March 21, 2023 on April 21, 2022.2023. | | (8) | Includes (A) 12,27614,415 shares of Common Stock owned directly by Mr. Foletta and (B) 26,73626,055 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 22, 2022,March 21, 2023, which 26,73626,055 shares consist of (i) 24,597 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (ii) 2,1391,458 shares of Common Stock underlying RSUs that will vest within 60 days from February 22, 2022March 21, 2023 on April 21, 2022.2023. | | (9) | All shares of Common Stock reflected in this row are owned directly by Mr. Scott and reflect the number of shares he owned as of August 9, 2021, his last day of employment with the Company. | (10) | All shares of Common Stock reflected in this row are owned directly by Mr. Schwartz, who served as our Interim Principal Financial Officer from August 10, 2021 through November 5, 2021. | (11) | All shares of Common Stock reflected in this row are owned directly by the named executive officer. | (12)(10) | Includes (A) 7,341 shares of Common Stock owned directly by Ms. Jones and (B) 2,1393,597 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 22, 2022,March 21, 2023, which 3,597 shares consist of (i) 2,139 shares of Common Stock underlying vested RSUs for which receipt has been deferred until her separation from service and (ii) 1,458 shares of Common Stock underlying RSUs that will vest within 60 days from February 22, 2022March 21, 2023 on April 21, 2022.2023. | (13)(11) | Includes (A) 2,826 shares of Common Stock owned directly by Ms. Fontenot and (B) 3,4954,182 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 22, 2022,March 21, 2023, which 3,4954,182 shares consist of shares of Common Stock underlying vested RSUs for which receipt has been deferred until her separation from service. | | (12) | Includes (A) 2,139 shares of Common Stock owned directly by Dr. Trent-Adams and (B) 2,655 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following March 21, 2023, which 2,655 shares consist of (i) 1,3561,197 shares of Common Stock underlying vested RSUs for which receipt has been deferred until her separation from service and (ii) 2,1391,458 shares of Common Stock underlying RSUs that will vest within 60 days from February 22, 2022March 21, 2023 on April 21, 2022.2023. | (14)(13) | Includes 3,336(A) 437 shares of Common Stock owned directly by Mr. Caballero and (B) 1,458 shares of Common Stock underlying RSUs deemed to be beneficially owned by Ms. Trent-Adams by reason of the right to acquire such shares within 60 days following February 22, 2022, which 3,336 shares consist of (i) 1,197 shares of Common stock underlying vested RSUs for which receipt has been deferred until her separation of service and (ii) 2,139 shares of Common Stock underlying RSUs that will vest within 60 days from February 22, 2022March 21, 2023 on April 21, 2022.2023. | (15)(14) | Includes 437 shares of Common Stock underlying RSUs that were granted to Mr. Caballero in connection with his appointment to the Board and will vest within 60 days from February 22, 2022 on April 21, 2022. | (16) | Mr. KnudsonMs. Grace joined the Company on November 2,30, 2022, so hisher equity awards have not vested as of February 22, 2022,March 21, 2023, nor will they vest within 60 days from February 22, 2022.March 21, 2023. |
SECTION 16(A) REPORTING COMPLIANCESection 16(a) Reporting Compliance
Section 16(a) of the Exchange Act generally requires our directors, executive officers and persons who own more than 10% of our Common Stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Directors, executive officers and shareholders who own greater than 10% of our Common Stock are required by SEC rules to furnish us with copies of Section 16(a) forms they file. We believe that all of our directors, named executive officers and greater than 10% beneficial owners complied with all filing requirements applicable to them in 2021.2022 other than a Form 4 filing for Denise Jackson relating to a sale of common stock, which was filed late due to an administrative error and was corrected promptly following the identification of the error. SHAREHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETINGShareholder Proposals for the 2024 Annual Meeting
From time to time, shareholders present proposals, which may be proper subject for inclusion in the proxy statement and for consideration at the next annual meeting of shareholders. Any shareholder who desires to bring a proposal at our 20222024 Annual Meeting of Shareholders without including such proposal in our proxy statement must deliver written notice to our Secretary not before January 6, 202318, 2024 and not later than February 5, 2023.17, 2024. We must receive shareholder proposals intended to be included in the 20232024 proxy statement no later than November 24, 2022.December 6, 2023. 20222023 Proxy Statement | 89107 |
Table of Contents Security Ownership and Other Matters The shareholder proposals must comply with the requirements of Rule 14a-8 promulgated by the SEC under the Exchange Act. If a shareholder proposal is not properly submitted for inclusion in the 20232024 proxy statement pursuant to the requirements described above (but otherwise complies with the advanced notice provisions of our Bylaws), management will be permitted to vote proxies in its discretion if it advises shareholders in the 20232024 proxy statement about the nature of the matter and how management intends to vote on such matter. ANNUAL REPORTIn 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.
Annual Report Shareholders will receive with this proxy statement a copy of our Annual Report including the financial statements set forth in our annual report on Form 10-K, as filed with the SEC for the fiscal year ended December 31, 20212022 and certain exhibits thereto. Shareholders may request additional copies by sending a written request to AMN Healthcare Services, Inc., 8840 Cypress Waters2999 Olympus Blvd., Suite 300, Dallas,500, an, Texas 75019, Attn: Denise L. Jackson, Chief Legal Officer and Corporate Secretary. DELIVERY OF PROXY STATEMENT, ANNUAL REPORT OR NOTICE OF INTERNET AVAILABILITYDelivery of Proxy Statement, Annual Report or Notice of Internet Availability
We may satisfy SEC rules regarding delivery of our proxy materials, including our proxy statement, or delivery of the Notice of Internet Availability of Proxy Materials (the “Notice”) by delivering a single copy of these documents to an address shared by two or more shareholders. This process is known as “householding.” To the extent we have done so, we have delivered only one set of proxy materials or one Notice, as applicable, to shareholders who share an address with another shareholder, unless contrary instructions were received prior to the mailing date. We undertake to deliver promptly upon written or oral request a separate copy of our proxy statement, our annual report and/or our Notice, as requested, to a shareholder at a shared address to which a single copy of these documents was delivered. To make such a request, please contact our Secretary at the address set forth in the section immediately above entitled “Annual Report” or by calling our offices at 866-871-8519. If your Common Stock is held by a brokerage firm or bank and you prefer to receive separate copies of our proxy statement, our annual report, or the Notice, either now or in the future, please contact your brokerage or bank. If your brokerage or bank is unable or unwilling to assist you, please contact us as indicated above. Shareholders sharing an address who are receiving multiple copies of proxy materials and who want to receive a single copy of our annual reports, proxy statements and/or our Notices may do so by contacting our Secretary at the address set forth in the section immediately above entitled “Annual Report” or by calling our offices at 866-871-8519. OTHER BUSINESSOther Business
The Board does not know of any other matter that will come before the Annual Meeting other than those described in this proxy statement. If any other matters properly come up before the Annual Meeting, the persons named in the form of proxy intend to vote all proxies in accordance with their judgment on such matters.
90108 | |
Table of Contents General InformationWhen and where is the Annual Meeting?
WHEN AND WHERE IS THE ANNUAL MEETING?
Our 20222023 Annual Meeting will be held virtually on Friday,Wednesday, May 6, 2022,17, 2023, at 10:30 a.m.1:00 p.m. Central Time, or at any subsequent time that may be necessary by any adjournment or postponement of the Annual Meeting. WHAT IS “NOTICE AND ACCESS” AND WHY DOESWhat is “Notice and Access” and Why does AMN USE IT?use it?
We are making the proxy solicitation materials available to our shareholders electronically via the Internet under the Notice and Access rules and regulations of the SEC. On or about March 24, 2022,April 4, 2023, we will mail to our shareholders the Notice in lieu of mailing a full set of proxy materials. Accordingly, our proxy materials are first being made available to our shareholders on or about March 24, 2022.April 4, 2023. The Notice includes information on how to access and review the proxy materials and how to vote online. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials on the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Electronic delivery decreases costs, expedites distribution, and reduces our environmental impact. Environmental stewardship is an important component of our ESG strategy, and we encourage shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of the Annual Meeting. Shareholders who received the Notice but would like to receive a printed copy of the proxy materials in the mail should follow the instructions in the Notice for requesting such materials. WHY AMWhy am I RECEIVING THESE PROXY MATERIALS?Receiving these Proxy Materials?
We are providing these proxy materials in connection with the solicitation of proxies on behalf of our Board for use at the Annual Meeting. This proxy statement includes information that we are required to provide under SEC rules and is designed to assist you in voting your shares. Proxies in proper form received by us at or before the time of the Annual Meeting will be voted as specified. You may specify your choices by marking the appropriate boxes on your proxy card. If a proxy card is dated, signed, and returned without specifying choices, the proxies will be voted in accordance with the recommendations of the Board set forth in this proxy statement, and, in their discretion, upon such other business as may properly come before the Annual Meeting. Business transacted at the Annual Meeting will be confined to the purposes stated in the Notice of Annual Meeting. Shares of our Common Stock cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy. HOW CANHow can I GET ELECTRONIC ACCESS TO THE PROXY MATERIALS?Get Electronic Access to the Proxy Materials?
The Notice will provide you with instructions on how to (1) view our proxy materials for the Annual Meeting on the Internet, and (2) instruct us to send proxy materials to you by email. The proxy materials are also available under the “Investor Relations” tab on our website at www.amnhealthcare.com. Choosing to access our proxy materials electronically will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. WHAT IS INCLUDED IN THE PROXY MATERIALS?What is included in the Proxy Materials?
Our proxy materials include: | ● | Our Notice of Annual Meeting of Shareholders, | | | | ● | This proxy statement, and | | | | ● | Our 20212022 Annual Report including the financial statements set forth in our annual report on Form 10-K. |
If you receive a paper copy of these materials by mail, the proxy materials will also include a proxy card.
Table of Contents WHO PAYS THE COST OF SOLICITING PROXIES FOR THE ANNUAL MEETING?General Information
Who Pays the Cost of Soliciting Proxies for the Annual Meeting? Proxies will be solicited on behalf of the Board by mail, telephone, email, or other electronic means or in person, and we will pay the solicitation costs. We have retained Morrow Sodali LLC, a proxy solicitation firm, to assist us in soliciting proxies and have agreed to pay them a fee of $9,500 for these services, plus reasonable out-of-pocket expenses.
Table of Contents
General InformationWho is Entitled to Vote at the Annual Meeting?
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
In accordance with our Bylaws, the Board has fixed the close of business on March 14, 2022,21, 2023, as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. At the close of business on the Record Date, the outstanding number of our voting securities was 45,970,55040,447,414 shares. Each shareholder is entitled to one vote for each share of Common Stock he or she held as of the Record Date. Shares cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy. WHAT MATTERS WILL BE ADDRESSED AT THE ANNUAL MEETING?What Matters will be Addressed at the Annual Meeting?
At the Annual Meeting, shareholders will be asked: | ● | To elect the nine directors nominated by the Board and named in this proxy statement, | | | | ● | To approve, by non-binding advisory vote, the compensation of our named executive officers, | ● | To approve the AMN Healthcare Employee Stock Purchase Plan, | | ● | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022,2023, and | | | | ● | To transact such other business, including consideration of a shareholder proposal, if properly presented, as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
WHAT IS THE VOTE REQUIRED FOR EACH PROPOSAL AND WHAT ARE MY CHOICES?What is the Vote Required for each Proposal and what are My Choices?
| Proposal | | Vote Required | | Broker Discretionary
Voting Allowed | | Proposal 1: Election of nine directors | | Majority of the votes cast | | No | | Proposal 2: Advisory vote on the compensation of our named executive officers | | Majority of the shares entitled to vote and present or represented by proxy | | No | Proposal 3: Approval of AMN Healthcare Employee Stock Purchase Plan | | Majority of the shares entitled to vote and present or represented by proxy | | No | Proposal 4: Ratification of auditors for fiscal year 2022 | | Majority of the shares entitled to vote and present or represented by proxy | | Yes | Proposal 5:4: Shareholder Proposal | | Majority of the shares entitled to vote and present or represented by proxy | | No |
With respect to Proposal 1, the election of directors, you may vote FOR, AGAINST or ABSTAIN. Our Bylaws require that in an election where the number of director nominees does not exceed the number of directors to be elected, each director will be elected by the vote of the majority of the votes cast (in person during our virtual Annual Meeting or by proxy). A “majority of votes cast” means that the number of shares cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director’s election. In accordance with our Bylaws, the following do not count as votes cast: (a) a share whose ballot is marked as withheld, (b) a share otherwise present at the meeting, but for which an ABSTAIN vote was cast, and (c) a share otherwise present at the meeting as to which a shareholder gives no authority or direction. In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected. An incumbent director who is not elected because he or she does not receive a majority of the votes cast will continue to serve as a holdover director but will tender his or her resignation to the Board. Within 90 days after the date of the certification of the election results, the Governance and Compliance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken, and the Board will act on the Governance and Compliance Committee’s recommendation and publicly disclose its decision and rationale. With respect to Proposals 2, 3, 4 and 54 (or on any other matter to be voted on at the Annual Meeting), you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposals 2, 3, 4 or 5,4, the ABSTAIN vote will have the same effect as an AGAINST vote. | 110 | |
Table of Contents HOW DOES THE BOARD RECOMMEND THATGeneral Information
How does the Board Recommend that I VOTE?Vote? The Board recommends that you vote: | ● | FOR: the election of the nine directors nominated by the Board and named in this proxy statement, | | | | ● | FOR: the approval, by non-binding advisory vote, of the compensation of our named executive officers, | ● | FOR: the approval of the AMN Healthcare Employee Stock Purchase Plan, | | |
92● | |
Table of Contents
General Information
● | FOR: the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022,2023, | | | | ● | AGAINST: the shareholder proposal entitled: “Special Shareholder Meeting Improvement”. |
HOW DO I VOTE MY SHARES? 
ONLINE
ONLINE
| 
CALL
| 
MAIL
| 
DURING THE MEETING
| | By following the Internet voting instructions included in the proxy package sent to you (or by going to www.proxyvote.comand following the instructions) at any time up until 11:59 p.m. Eastern Time on the day before the date of the Annual Meeting. | 
CALL
By following the telephone voting instructions included in the proxy package sent to you (by calling 1 (800) 690-6903 and following the instructions) at any time up until 11:59 p.m. Eastern Time on the day before the date of the Annual Meeting. | 
MAIL
If you have elected to receive a printed copy of the proxy materials from us, by marking, dating, and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials. The proxy card must be received prior to the Annual Meeting. | 
DURING THE MEETING
You can also cast your vote at our Virtual Shareholder Meeting. Even if you plan to attend, we encourage you to vote in advance by Internet, telephone, or mail so your vote will be counted if for some reason you are unable to attend. |
If you are a beneficial owner and your shares are held through a broker, you should follow the instructions in the Notice provided by your broker, or your broker should provide instructions for voting your shares. In these cases, you may vote by Internet, telephone, or mail, as applicable. You may vote your shares beneficially held through your broker in person if you attend the Annual Meeting and you obtain a valid proxy card from your broker giving you the legal right to vote the shares at the Annual Meeting. WHAT IS THE DIFFERENCE BETWEEN SHAREHOLDER OF RECORD AND BENEFICIAL OWNER?
What is the Difference Between Shareholder of Record and Beneficial Owner? Shareholder of Record. You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with American Stock Transfer & Trust Company, LLC, our transfer agent. Beneficial Owner. You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like most of our shareholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee on how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares as described below. WHAT WILL HAPPEN IFWhat will Happen if I DO NOT VOTE MY SHARES?Do not Vote My Shares?
Shareholders of Record. If you are the shareholder of record and you do not vote by proxy card, telephone, Internet or in person at the Annual Meeting, your shares will not be voted at the Annual Meeting. Beneficial Owners. If you are the beneficial owner and you do not direct your broker or nominee on how to vote your shares, your broker or nominee may vote your shares only on those proposals for which it has discretion to vote. Under the rules of the NYSE, your broker or nominee does not have discretion to vote your shares on non-routine matters such as Proposals 1, 2, 3 and 5.4. We believe that Proposal 43 — ratification of our auditor — is a routine matter for which brokers and nominees can vote on behalf of their clients when voting instructions are not furnished by their clients. WHAT IS THE EFFECT OF A BROKER NON-VOTE?
Table of Contents General Information What is the Effect of a Broker Non-Vote? Brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to certain proposals. Accordingly, a broker non-vote will not impact our ability to obtain a quorum nor will it impact any vote that requires a majority of the votes cast (Proposals 1) or any proposal that requires the majority of the shares entitled to vote and present or represented by proxy (Proposals 2, 3, 4 and 5)4).
Table of Contents
General InformationMay I Revoke My Proxy or Change My Vote?
MAY I REVOKE MY PROXY OR CHANGE MY VOTE?
Yes, you may revoke a proxy you have given at any time before it is voted at the Annual Meeting by (1) sending our Corporate Secretary a letter revoking the proxy, which must be received prior to the Annual Meeting, or (2) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting does not, standing alone, constitute your revocation of a proxy. You may change your vote at any time prior to the voting of your shares at the Annual Meeting by (a) casting a new vote by telephone or over the Internet by 11:59 p.m. Eastern Time on the date before the day of the Annual Meeting, or (b) sending a new proxy card with a later date that is received prior to the Annual Meeting. HOW DOHow Do I ATTEND THE VIRTUAL ANNUAL MEETING?Attend the Virtual Annual Meeting?
To protect the health and safety of our shareholders and employees, ourOur Annual Meeting will be held virtually on Friday,Wednesday, May, 6, 2022,17, 2023, at 10:30 a.m.1:00 p.m. Central Time. Shareholders may sign-in to the virtual Annual Meeting starting at 10:15 a.m.12:45 p.m. (Central Time) by going to www.virtualshareholdermeeting.com/AMN2022AMN2023. We hope to return to an in-person annual shareholder meeting format in the future when we believe the risk to the health and safety of our shareholders, employees, and other participants are mitigated. To register and attend the virtual Annual Meeting, you will need the control number included on your notice or proxy card voting instruction form or electronic notification. If you hold your shares through a securities broker (i.e., in “street name”), you should have received your notice or proxy card from your broker with your 16-digit control number. Only valid shareholders as of the record date, or their proxy holders, will be able to register for the meeting to participate and vote. The virtual Annual Meeting will start promptly at 10:30 a.m.1:00 p.m. (Central Time). A copy of the list of registered shareholders entitled to vote at the meeting will also be available for examination during the virtual Annual Meeting.
WILL THERE BE A QUESTION AND ANSWER SESSION?Will there be a Question and Answer Session?
Yes, as part of our virtual Annual Meeting, we will hold a Q&A session to allow shareholders the opportunity to ask questions similar to an in-person meeting. Once you have entered the virtual Annual Meeting platform, you will be able to type and submit your questions by using the applicable field provided in the web portal before the polls close. You or your proxy holder may participate, vote and ask questions at the virtual Annual Meeting subject to our Annual Meeting rules and procedures. We will post the Rules for Conduct of Meeting to our Investor Relations website at https://ir.amnhealthcare.comno later than one week prior to the Annual Meeting date of May 6, 202217, 2023 and will also make them available during the Annual Meeting through the virtual meeting platform. Only shareholders as of the record date or their proxy holders will be permitted to ask questions. To make our virtual Annual Meeting more efficient, questions may be summarized and/or grouped topically for response and may also be omitted if inappropriate, not germane to the meeting agenda or in violation of any other rules and procedures, including, without limitation, our Annual Meeting Rules of Conduct. Any questions that comply with the Annual Meeting rules and procedures and are not addressed during the meeting will be published and answered as soon as practicable following the meeting on our Investor Relations website at https://ir.amnhealthcare.com. HOW CANWhat if I FIND THE RESULTS OF THE ANNUAL MEETING?have Technical Questions?
Stockholders are encouraged to access the Annual Meeting early. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page. How can I Find the Results of the Annual Meeting? We will announce preliminary results at the Annual Meeting. We will publish the final voting results in a current report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will disclose the final results in an amendment to the Form 8-K as soon as they become available. 94112 | |
Table of Contents Exhibit A to Proxy Statement
NON-GAAP RECONCILIATION FOR CONSOLIDATED ADJUSTED EBITDA FOR PURPOSES OF 2021 BONUS ACHIEVEMENT
Exhibit A to Proxy Statement |
Non-GAAP Reconciliation for Consolidated Adjusted EBITDA and Consolidated Pre-Bonus Adjusted EBITDA for Purposes of 2022 Bonus Achievement | (in thousands) | | Year Ended
December
31,
2021 2022 ($) | | Net income | | 327,388444,050 | | Income tax expense | | 116,533162,653 | | Income before income taxes | | 443,921606,703 | | Interest expense, net, and other | | 34,07740,398 | | Income from operations | | 477,998647,101 | | Depreciation and amortization | | 101,152133,007 | | Depreciation (included in cost of revenue) | | 2,5454,104 | | Share-based compensation | | 25,21730,066 | | Acquisition, integration, and other costs | | 28,51432,409 | | Adjusted EBITDA | | 635,426846,687 |
| | (in thousands) | | Year Ended
December
31,
2021 2022 ($) | | Revenue | | | | Nurse and allied solutions | | 2,990,1033,982,453 | | Physician and leadership solutions | | 594,243697,946 | | Technology and workforce solutions | | 399,889562,843 | | | | 3,984,2355,243,242 | | Segment operating income(1) | | | | Nurse and allied solutions | | 461,311576,226 | | Physician and leadership solutions | | 81,43992,331 | | Technology and workforce solutions | | 187,578299,390 | | | | 730,328967,947 | | Unallocated corporate overhead(2) | | 94,902121,260 | | Adjusted EBITDA(3) | | 635,426846,687 | | Adjusted EBITDA | | 635,426846,687 | | Adjustments(4) | 21,245 | | Pre-bonus AEBITDA(5) | 867,932 |
| | 24,420Year Ended December
31, 2022 ($) | Pre-bonus AEBITDA(5)GAAP diluted net income per share (EPS) | 9.90 | | Adjustments | 659,8462.00 | | Adjusted diluted EPS(6) | 11.90 |
Table of Contents Exhibit A to Proxy Statement | (1) | Segment operating income represents net income plus interest expense (net of interest income) and other, income tax expense, depreciation and amortization, depreciation (included in cost of revenue), unallocated corporate overhead, acquisition, integration, and other costs, and share-based compensation expense. | | (2) | Please note that the amount set forth in this line item excludes the amounts set forth in the line item below entitled “acquisition, integration, and other costs”costs.” Acquisition, integration, and other costs are subsets of unallocated corporate overhead. | | (3) | Adjusted EBITDA represents net income plus interest expense (net of interest income) and other, income tax expense, depreciation and amortization, depreciation (included in cost of revenue), acquisition, integration, and other costs, and share-based compensation expense. Management believes that Adjusted EBITDA provides an effective measure of our results, as it excludes certain items that management believes are not indicative of our operating performance and considers measures used in credit facilities. Adjusted EBITDA is not intended to represent cash flows for the period, nor has it been presented as an alternative to income from operations or net income as an indicator of operating performance. Although management believes that some of the items excluded from Adjusted EBITDA are not indicative of our operating performance, these items do impact the statement of comprehensive income, and management therefore utilizes Adjusted EBITDA as an operating performance measure in conjunction with GAAP measures such as net income. | | |
Table of Contents
Exhibit A to Proxy Statement
| (4) | This amount represents the net adjustments to Adjusted EBITDA, as decided by the Compensation Committee for bonus calculation and payout only. For the purposes of determining in connection with the bonus calculation and payout, the Compensation Committee excluded the expense associated with the payout of bonuses, the impact of acquisitions that were not included in the Company’s operating plan and certain increases to the Company’s legal expense accruals not contemplated by its 20212022 annual operating plan. | | (5) | Pre-bonus AEBITDA represents the adjustments made to Adjusted EBITDA decided by the Compensation Committee. | | (6) | |
96 | |
Table of Contents
Exhibit B Employee Stock Purchase Plan
ADOPTED BY THE BOARD OF DIRECTORS:
MARCH 1, 2022
1. | GENERAL; PURPOSE.Adjusted diluted EPS represents adjusted net income divided by diluted weighted average common shares outstanding. Management included this non-GAAP measure to provide investors and prospective investors with an alternative method for assessing the Company’s operating results in a manner that is focused on its operating performance and to provide a more consistent basis for comparison between periods. However, investors and prospective investors should note that this non-GAAP measure involves judgment by management (in particular, judgment as to what is classified as a special item to be excluded in the calculation of adjusted net income). Although management believes the items in the calculation of adjusted net income are not indicative of the Company’s operating performance, these items do impact the statement of comprehensive income, and management therefore utilizes adjusted diluted EPS as an operating performance measure in conjunction with GAAP measures such as GAAP diluted EPS. |
| | | (a)114 | The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Company, by means of the Plan, seeks to retain the services of Eligible Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations. | | | (b) | The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes grants of Purchase Rights under the Non-423 Component that do not meet the requirements of an Employee Stock Purchase Plan. Except as otherwise provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component. In addition, the Company may make separate Offerings which vary in terms (provided that such terms are not inconsistent with the provisions of the Plan or the requirements of an Employee Stock Purchase Plan to the extent the Offering is made under the 423 Component), and the Company will designate which Designated Company is participating in each separate Offering. | | |
As used in the Plan, the following definitions will apply to the capitalized terms indicated below:
(a) | “423 Component” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees. | | | (b) | “Affiliate” means any entity, other than a Related Corporation, whether now or subsequently established, which is at the time of determination, a “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition. | | | (c) | “Applicable Law” means shall mean the Code and any applicable securities, federal, state, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of the New York Stock Exchange, NASDAQ Stock Market or the Financial Industry Regulatory Authority). | | | (d) | “Board” means the Board of Directors of the Company. | | | (e) | “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment. |
2022 Proxy Statement | 97 |
Table of Contents Exhibit B Employee Stock Purchase Plan 
(f) | “CodeABOUT AMN HEALTHCARE” means
AMN Healthcare is the U.S. Internal Revenue Codeleader and innovator in total talent solutions for healthcare organizations across the nation. The Company provides access to the most comprehensive network of 1986,quality healthcare professionals through its innovative recruitment strategies and breadth of career opportunities. With insights and expertise, AMN Healthcare helps providers optimize their workforce to successfully reduce complexity, increase efficiency and improve patient outcomes. AMN total talent solutions include managed services programs, clinical and interim healthcare leaders, temporary staffing, executive search solutions, vendor management systems, recruitment process outsourcing, predictive modeling, language interpretation services, revenue cycle solutions, credentialing and other services. Clients include acute-care hospitals, community health centers and clinics, physician practice groups, retail and urgent care centers, home health facilities, schools and many other healthcare settings. AMN Healthcare is committed to fostering and maintaining a diverse team that reflects the communities we serve. Our commitment to the inclusion of many different backgrounds, experiences and perspectives enables our innovation and leadership in the healthcare services industry. For more information about AMN Healthcare, visit www.amnhealthcare.com. FORWARD-LOOKING STATEMENTS This Proxy includes estimates, projections, statements related to our business plans, objectives, initiatives, strategies, practices, and expected operating Statement results that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, including any applicable regulations and guidance thereunder. | | | (g) | “Committee” means a committee of one or more membersSection 21E of the Board to whom authority has been delegated by the Board in accordance with Section 3(c). | | | (h) | “Common Stock” means the common stock, $0.01 par value, of the Company. | | | (i) | “Company” means AMN Healthcare Services, Inc., a Delaware corporation. | | | (j) | “Compensation” means, unless otherwise determined by the Board, an Eligible Employee’s base pay, prior to salary reduction (such as pursuant to Sections 125, 132(f) or 401(k) of the Code), not including bonus, payments for overtime, shift premium, incentive compensation, incentive payments, commissions and other compensation received from the Company or its Affiliate and excluding relocation, expense reimbursements, tuition or other reimbursements and income realized as a result of participation in any plan of the Company or its Affiliate. | | | (k) | “Contributions” means the payroll deductions and other additional payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions and, with respect to the 423 Component, to the extent permitted by Section 423. | | | (l) | “Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: | | |
| (i) | a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its subsidiaries; | | | | | (ii) | a sale or other disposition of more than 50% of the outstanding securities of the Company; | | | | | (iii) | a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or | | | | | (iv) | a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. | | | |
(m) | “Designated 423 Company” means any Related Corporation selected by the Board as participating in the 423 Component. | | | (n) | “Designated Company” means any Designated Non-423 Corporation or Designated 423 Company, provided, however, that at any given time, a Related Corporation participating in the 423 Component shall not be a Related Corporation participating in the Non-423 Component. | | | (o) | “Designated Non-423 Company” means any Related Corporation or Affiliate selected by the Board as participating in the Non-423 Component. | | | (p) | “Director” means a member of the Board. | | | (q) | “Eligible Employee” means an Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan. | | | (r) | “Employee” means any person, including an Officer or Director, who is “employed” for purposes of Section 423(b)(4) of the Code by the Company or a Related Corporation or solely with respect to the Non-423 Component, an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan. | | | (s) | “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code. | | | (t) | “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amendedamended. Such statements include, among others, the duration and severity of workforce shortages, the demand for healthcare services, the ability to grow our technology-enabled solutions and digital capabilities, our ability to innovate and improve patient outcomes, and performance for our company and our clients, our ability to accomplish our ESG commitments, our ability to attract and retain quality healthcare professionals and corporate team members, anticipated growth, acquisition and divestitures and their results on future operations, future economic conditions and performance, plans, objectives and strategies for future operations and growth, performance goals, actions related to our 2023 compensation, and other characterizations of future events or circumstances. The Company based these forward-looking statements on its current expectations, estimates, and projections about future events and the rulesindustry in which it operates using information currently available to it. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “estimates,” variations of such words and regulations promulgated thereunder. | | | (u) | “Fair Market Value” means, asother similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of any date, the value of the Common Stock determined as follows: | | |
| (i) | If the Common Stock is listed on any established stock exchangefuture events or traded on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determinedcircumstances are forward-looking statements. Factors that could cause actual results to differ from those implied by the Board,forward-looking statements contained in the closing sales priceshareholder letter are set forth in the Company’s Annual Report on Form 10-K for such stockthe year ended December 31, 2022 and its other periodic reports as quoted on such exchange or market (orwell as the exchange or marketCompany’s current and other reports filed from time to time with the greatest volumeSecurities and Exchange Commission. Be advised that developments subsequent to the shareholder letter are likely to cause these statements to become outdated with the passage of trading intime. The Company makes available additional information regarding the Common Stock)non-GAAP financial measures on the date of determination, as reported in such source as the Board deems reliable. Unless otherwise providedCompany’s website at https://ir.amnhealthcare.com/static-files/d5502550-cffc-47a5-a1ce-89af91f2bcc2.This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists. | | reference herein. | | | | (ii) | In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance with Applicable Laws and regulations and, to the extent applicable as determined in the sole discretion of the Board, in a manner that complies with Sections 409A of the Code. | | | |
(v) | “Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or regulatory body, |
 
Table of Contents Exhibit B Employee Stock Purchase Plan
| | or quasi-governmental bodyOur Mission Deliver the best talent and insights to help healthcare organizations optimize their workforce Give healthcare professionals opportunities to do their best work towards quality patient care Create a values-based culture of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court or other tribunal, and for the avoidance of doubt, any tax authority) or other body exercising similar powers or authority; or (d) self-regulatory organization (including the New York Stock Exchange, the NASDAQ Stock Market and the Financial Industry Regulatory Authority).innovation where our team members can achieve their goals | | | Our Values Our six core values drive our culture and our strength as a company. Customer Focus Respect Trust Continuous Improvement Passion Innovation | (w) | “Non-423 Component” means the part of the Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees. | | | | (x) | “OfferingOur Aspiration” means
We strive to be recognized as the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end of one ormost trusted, innovative, and influential force in helping healthcare organizations provide a quality patient care experience that is more Purchase Periods. The termshuman, more effective, and conditions of an Offering will generally be set forth in the “Offering Document” approved by the Board for that Offering. | | | (y) | “Offering Date” means a date selected by the Board for an Offering to commence. | | | (z) | “Officer” means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the Exchange Act. | | more achievable. | |
| (aa) | “Participant” means an Eligible Employee who holds an outstanding Purchase Right. | | | | | (bb) | “Plan” means this AMN Healthcare Services, Inc. Employee Stock Purchase Plan, as amended from time to time, including both the 423 Component and the Non-423 Component. | | | | | (cc) | “Purchase Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering. | | | | | (dd) | “Purchase Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods. | | | | | (ee) | “Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the Plan. | | | | | (ff) | “Related Corporation” means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. | | | | | (gg) | “Securities Act” means the U.S. Securities Act of 1933, as amended. | | | | | (hh) | “Tax-Related Items” means any income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items arising out of or in relation to a Participant’s participation in the Plan, including, but not limited to, the exercise of a Purchase Right and the receipt of shares of Common Stock or the sale or other disposition of shares of Common Stock acquired under the Plan. | | | | | (ii) | “Trading Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are listed is open for trading. | | | |
| | (a) | The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 3(c). | | | (b) | The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan: | | |
| (i) | To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical). | | | | | (ii) | To designate from time to time (A) which Related Corporations of the Company will be eligible to participate in the Plan as Designated 423 Companies, (B) which Related Corporations or Affiliates will be eligible to participate in the Plan as Designated Non-423 Companies, (C) which Affiliates or Related Corporations may be excluded from participation in the Plan, and (D) which Designated Companies will participate in each separate Offering (to the extent that the Company makes separate Offerings). | | | | | (iii) | To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective. | | | | | (iv) | To settle all controversies regarding the Plan and Purchase Rights granted under the Plan. | | | | | (v) | To suspend or terminate the Plan at any time as provided in Section 13(b). | | | | | (vi) | To amend the Plan at any time as provided in Section 13. | | | | | (vii) | Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan with respect to the 423 Component. | | | | | (viii) | To adopt such rules, procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside the United States. Without limiting the generality of, and consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans |
Awards List AMNHealthcare.com
NYSE: AMN
Toll Free: (866) 871-8519
Table of Contents Exhibit B Employee Stock Purchase Plan
| | regarding, without limitation, eligibility to participate in the Plan, the definition of eligible “earnings,” handling and making of Contributions, establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements, and which, if applicable to a Designated Non-423 Company, do not have to comply with the requirements of Section 423 of the Code. | | | |
(c) | The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan and any applicable Offering Document to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. Further, to the extent not prohibited by Applicable Law, the Board or Committee may, from time to time, delegate some or all of its authority under the Plan to one or more officers of the Company or other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan. | | | (d) | All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. | | |
4. | SHARES OF COMMON STOCK SUBJECT TO THE PLAN. |
| | (a) | Subject to the provisions of Section 12(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed 1,000,000 shares of Common Stock. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 4(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. | | | (b) | If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. | | | (c) | The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market. | | |
5. | GRANT OF PURCHASE RIGHTS; OFFERING. |
The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate, and with respect to the 423 Component, will comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering will be effective, which period will not exceed 27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 98, inclusive.
| | (a) | Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 3(b), to Employees of a Related Corporation or an Affiliate. Except as required by Applicable Law, an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company, the Related Corporation or the Affiliate, as the case may be, for such continuous period preceding such Offering Date as the Board may (unless prohibited by Applicable Law) require, but in no event will the required period of continuous employment be equal to or greater than two years. In addition, the Board may provide that no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee’s customary employment with the Company, the Related Corporation or the Affiliate is more than 20 hours per week and more than five months per calendar year or such other criteria as the Board may determine consistent with Section 423 of the Code with respect to the 423 Component. The Board may also exclude from participation in the Plan or any Offering Employees who are “highly compensated employees” (within the meaning of Section 423(b)(4)(D) of the Code) of the Company or a Related Corporation or a subset of such highly compensated employees, in accordance with Section 423 of the Code. | | | (b) | No Employee will be eligible for the grant of any Purchase Rights under the 423 Component if, immediately after any such Purchase Rights are granted, such Employee owns stock possessing five percent or more of the total combined voting power |
100 | |
Table of Contents
Exhibit B Employee Stock Purchase Plan
| or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 6(b), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee. | | | (c) | As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights under the 423 Component only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which, when aggregated, exceeds $25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time. | | | (d) | Officers of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may also exclude from participation in the Plan or any Offering Employees who are “highly compensated employees” (within the meaning of Section 423(b)(4)(D) of the Code) of the Company or a Related Corporation or a subset of such highly compensated employees, in accordance with Section 423 of the Code. | | | (e) | Notwithstanding anything in this Section 6 to the contrary, in the case of an Offering under the Non-423 Component, an Eligible Employee (or group of Eligible Employees) may be excluded from participation in the Plan or an Offering if the Board has determined, in its sole discretion, that participation of such Eligible Employee(s) is not advisable or practical for any reason. | | |
7. | PURCHASE RIGHTS; PURCHASE PRICE. |
| | (a) | On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase up to that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the Board during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering. | | | (b) | The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised and shares of Common Stock will be purchased in accordance with such Offering. | | | (c) | In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock (rounded down to the nearest whole share) available will be made in as nearly a uniform manner as will be practicable and equitable. | | | (d) | The purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be specified by the Board prior to commencement of an Offering and will not be less than the lesser of: | | |
| (i) | an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the Offering Date; or | | | | | (ii) | an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date. | | | |
8. | PARTICIPATION; WITHDRAWAL; TERMINATION. |
| | (a) | An Eligible Employee may elect to participate in an Offering and authorize payroll deductions as the means of making Contributions by completing and delivering to the Company or a Company Designee, within the time specified in the Offering, an enrollment form provided by the Company or Company Designee. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board or the maximum percentage of the Participant’s Compensation specified by the Board. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where Applicable Law requires that Contributions be deposited with a third party. If permitted in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering Date (or, in the case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. If required under Applicable Law or if specifically provided in the Offering and to the extent permitted by Section 423 of the Code with respect to the 423 Component, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through payment by cash, check or wire transfer prior to a Purchase Date. | | | (b) | During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company or a Company Designee a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute as soon as practicable to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering shall thereupon terminate. A Participant’s withdrawal from that Offering will |
Table of Contents
Exhibit B Employee Stock Purchase Plan
| have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings. | | | (c) | Unless otherwise required by Applicable Law, Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period required by Applicable Law) or (ii) is otherwise no longer eligible to participate. The Company will distribute as soon as practicable to such individual all of his or her accumulated but unused Contributions. | | | (d) | Unless otherwise determined by the Board, a Participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in service) by or between the Company and a Designated Company or between Designated Companies will not be treated as having terminated employment for purposes of participating in the Plan or an Offering; however, if a Participant transfers from an Offering under the 423 Component to an Offering under the Non-423 Component, the exercise of the Participant’s Purchase Right will be qualified under the 423 Component only to the extent such exercise complies with Section 423 of the Code. If a Participant transfers from an Offering under the Non-423 Component to an Offering under the 423 Component, the exercise of the Purchase Right will remain non-qualified under the Non-423 Component. The Board may establish different and additional rules governing transfers between separate Offerings within the 423 Component and between Offerings under the 423 Component and Offerings under the Non-423 Component. | | | (e) | During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in Section 11. | | | (f) | Unless otherwise specified in the Offering or as required by Applicable Law, the Company will have no obligation to pay interest on Contributions. | | |
9. | EXERCISE OF PURCHASE RIGHTS. |
| | (a) | On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. Fractional shares may be issued unless specifically disallowed in the Offering. | | | (b) | Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest (unless the payment of interest is otherwise required by Applicable Law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock is at least equal to the amount required to purchase one (1) whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will be distributed in full to such Participant after the final Purchase Date of such Offering without interest (unless otherwise required by Applicable Law). | | | (c) | No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and, subject to Section 423 of the Code with respect to the 423 Component, the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material compliance with all Applicable Laws, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest (unless the payment of interest is otherwise required by Applicable Law). | | |
10. | COVENANTS OF THE COMPANY. |
The Company will seek to obtain from each U.S. federal or state, foreign or other regulatory commission, agency or other Governmental Body having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless the Company determines, in its sole discretion, that doing so is not practical or would cause the Company to incur costs that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.
102 | |
Table of Contents
Exhibit B Employee Stock Purchase Plan
11. | DESIGNATION OF BENEFICIARY. |
| | (a) | The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company. | | | (b) | If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions, without interest (unless the payment of interest is otherwise required by Applicable Law), to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. | | |
12. | ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS. |
| | (a) | In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the maximum number of securities subject to the Plan pursuant to Section 4(a), (ii) the number of securities subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iii) the number of securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding and conclusive. | | | (b) | In the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock (rounded down to the nearest whole share) within ten business days (or such other period specified by the Board) prior to the Corporate Transaction under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase. | | |
13. | AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN. |
| | (a) | The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 12(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by Applicable Law. | | | (b) | The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated. | | | (c) | Any benefits, privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to facilitate compliance with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the date the Plan is adopted by the Board, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of Section 423 of the Code with respect to the 423 Component or with respect to other Applicable Laws. Notwithstanding anything in the Plan or any Offering Document to the contrary, the Board will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars; (ii) permit Contributions in excess of the amount designated by a Participant in order to adjust for mistakes in the Company’s processing of properly completed Contribution elections; (iii) establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Contributions; (iv) amend any outstanding Purchase Rights or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or comply with Section 423 of the Code with respect to the 423 Component; and (v) establish other limitations or procedures as the Board determines in its sole discretion advisable that are consistent with the Plan. The actions of the Board pursuant to this paragraph will not be considered to alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase Rights granted under each Offering. |
Table of Contents
Exhibit B Employee Stock Purchase Plan
14. | TAX QUALIFICATION; TAX WITHHOLDING. | | |
(a) | Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants. | | | (b) | Each Participant will make arrangements, satisfactory to the Company and any applicable Related Corporation, to enable the Company or the Related Corporation to fulfill any withholding obligation for Tax-Related Items. Without limitation to the foregoing, in the Company’s sole discretion and subject to Applicable Law, such withholding obligation may be satisfied in whole or in part by (i) withholding from the Participant’s salary or any other cash payment due to the Participant from the Company or a Related Corporation; (ii) withholding from the proceeds of the sale of shares of Common Stock acquired under the Plan, either through a voluntary sale or a mandatory sale arranged by the Company; or (iii) any other method deemed acceptable by the Board. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied. | | | (c) | The 423 Component is exempt from the application of Section 409A of the Code, and any ambiguities herein shall be interpreted to so be exempt from Section 409A of the Code. The Non-423 Component is intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that an option granted under the Plan may be subject to Section 409A of the Code or that any provision in the Plan would cause an option under the Plan to be subject to Section 409A, the Committee may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other action the Committee determines is necessary or appropriate, in each case, without the participant’s consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with Section 409A of the Code, but only to the extent any such amendments or action by the Committee would not violate Section 409A of the Code. Notwithstanding the foregoing, the Company shall have no liability to a participant or any other party if the option under the Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto. | | |
15. | EFFECTIVE DATE OF PLAN. |
The Plan will become effective on the date of the annual meeting of stockholders of the Company held in 2022, provided that this Plan is approved by the Company’s stockholders at such meeting. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 13(a) above, materially amended) by the Board.
16. | MISCELLANEOUS PROVISIONS. | | |
(a) | Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company. | | | (b) | A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent). | | | (c) | The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at will nature of a Participant’s employment or amend a Participant’s employment contract, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation or an Affiliate, or on the part of the Company, a Related Corporation or an Affiliate to continue the employment of a Participant. | | | (d) | The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflicts of laws rules. | | | (e) | If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted. | | | (f) | If any provision of the Plan does not comply with Applicable Law, such provision shall be construed in such a manner as to comply with Applicable Law. |
104 | |
Table of Contents
AMN HEALTHCARE SERVICES, INC.
8840 CYPRESS WATERS BOULEVARD,
2999 OLYMPUS BLVD., SUITE 300
500
DALLAS, TXTEXAS 75019  | | SCAN TO
VIEW MATERIALS & VOTE | |  |
VOTE BY INTERNET
Before The Meeting- Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on May 5, 2022.16, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/AMN2022AMN2023
You may attend the meeting visvia the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on May 5, 2022.16, 2023. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D74666-P71744V03381-P86205 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. AMN HEALTHCARE SERVICES, INC. | | The Board of Directors recommends you vote FOR the following: | | | | | | | | | 1. | Election of Directors | | | | | | | | | | | | | | | | | | | | | Nominees: | | For | | Against | | Abstain | | | | | | | | | | | | | | | 1a. | Jorge A. Caballero | | o☐ | | o☐ | | o☐ | | | | | | | | | | | | | | | 1b. | Mark G. Foletta | | o☐ | | o☐ | | o☐ | | | | | | | | | | | | | | | 1c. | Teri G. Fontenot | | o☐ | | o☐ | | o☐ | | | | | | | | | | | | | | | 1d. | R. Jeffrey HarrisCary S. Grace | | o☐ | | o☐ | | o☐ | | | | | | | | | | | | | | | 1e. | Daphne E. JonesR. Jeffrey Harris | | o☐ | | o☐ | | o☐ | | | | | | | | | | | | | | | 1f. | Martha H. MarshDaphne E. Jones | | o☐ | | o☐ | | o☐ | | | | | | | | | | | | | | | 1g. | Susan R. SalkaMartha H. Marsh | | o☐ | | o☐ | | o☐ | | | | | | | | | | | | | | | 1h. | Sylvia D. Trent-Adams | | o☐ | | o☐ | | o☐ | | | | | | | | | | | | | | | 1i. | Douglas D. Wheat | | o☐ | | o☐ | | o☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer. | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR proposals 2 3 and 4.3. | | For | | Against | | Abstain | | | | | | | | | | | 2. | To approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. | | o☐ | | o☐ | | o☐ | | | | | | | | | | | 3. | To approve the AMN Healthcare Employee Stock Purchase Plan. | | o | | o | | o | | | | | | | | | 4. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.2023. | | o☐ | | o☐ | | o☐ | | | | | | | | | | | The Board of Directors recommends you vote AGAINST the following proposal: | | For | | Against | | Abstain | | | | | | | | | | 5.4. | A shareholder proposal entitled: “Special“Reform the Current Impossible Special Shareholder Meeting Improvement”Requirement”. | | o☐ | | o☐ | | o☐ | | | | | | | | | | NOTE:Note: Such other business as may properly come before the meeting or any adjournment thereof. | | | | | | |
| | | | | | | Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature (Joint Owners) | Date |
Table of Contents Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report/10-K are available at www.proxyvote.com. D74667-P71744 V03382-P86205
AMN HEALTHCARE SERVICES, INC.
Annual Meeting of Shareholders
May 6, 202217, 2023 at 10:30 AM1:00 PM CDT
This proxy is solicited by the Board of Directors The undersigned, revoking all previous proxies, hereby appoints Douglas D. Wheat, R. Jeffrey Harris and Mark G. Foletta, or any of them, as attorneys and proxies with full power of substitution and resubstitution to represent the undersigned and to vote all shares of Common Stock of AMN HEALTHCARE SERVICES, INC. (the “Company”), that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held virtually (www.virtualshareholdermeeting.com/AMN2022)AMN2023) at 10:30 AM1:00 PM Central Time on May 6, 202217, 2023 or at any adjournment or postponement thereof, with all the powers which the undersigned would possess if personally present.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. Continued and to be signed on reverse side
|
|
|
5x salary
Executive Compensation Philosophy that reflects our commitment to long-term shareholder value, equal pay, corporate social responsibility and a culture of compliance and ethics.
