Dear Fellow Shareholders,

On behalf of AMN Healthcare Services Inc. and its Board of Directors, we are pleased to invite you to attend our Annual Meeting of Shareholders on April 22, 2020 at our corporate officeoffices in Dallas, Texas on April 17, 2019. Our annual meeting presents an excellent opportunityTexas. Throughout the past year, we have further advanced our position as the leader and trusted partner for ustotal talent solutions to meet with shareholders and discusshealthcare organizations. We made significant progress in our business strategy, governance, corporate social responsibility and other related matters. We place high importance on shareholder dialogue, so we do not limit these conversations to the Annual Meeting. Our formal proactive shareholder engagement program provides a forum for us to maintain ongoing dialogue with shareholders throughout the year and is overseen by our Board of Director’s Corporate Governance and Compliance Committee.

Our Aspiration, Mission and Purpose

At AMN, we strive to be the most trusted, influential and innovative force in helping healthcare organizations provide a quality and effective patient care experience. Our mission is to deliver the best talent and insights to optimize the workforce ofhelp healthcare organizations optimize their workforce, give healthcare professionals opportunities to do their best work towards quality patient care and to create a values-based culture. We achieve this mission by focusing onculture of innovation where our purpose of helping our healthcare professionals and corporate team members can achieve their professional and personal goals.

Our Human Capital Management Strategy

Purpose, Profit and Culture

We recognize the integral role that our corporate purpose and culture play in the Company’s ability to generate sustainable profits and make a positive impact in society. We have established a performance and values-based culture that aligns our business strategy with the development of our greatest assets, our people. To this end, we have an active strategy to attract, promoteenhance diversity, equality, and retain a diverse talent pool. We define this as the AMN Difference, because it fosters a values-based culture that is built on leaderinclusion in our workplace, workforce, and co-worker quality, as well as our commitment to professional development and a collegial work environment. marketplace.

Diversity, Equality & Inclusion

Diversity, equality, and inclusion is embodied in our values and is a foundational element of AMN’s culture and helps us sustain a competitive advantage. We are among a unique group of companies with 44% female representation on our Board and 50% of our executive team from historically underrepresented groups. This diversity extends through our organization from our team members to our affiliate partners and suppliers. AMN strives to be a catalyst for change in the healthcare and staffing industries and in our communities by regularly publishing and participating in surveys and white papers that highlight diversity issues. In 2019, and for the third consecutive year, AMN Difference. AMN is committed to promotingwas recognized by the Bloomberg Gender Equality Index and maintaining a diverse workforce that reflects the communities we serve. Human Rights Campaign’s Corporate Equality Index.

Sustainable Long-Term Growth

Our diversity, equalitystrategy and inclusion philosophy isour actions every day are grounded in the belief that we should respect all voices, and that we willcan achieve our purpose when we capitalize onmission by unlocking the strength of the diverse backgrounds, experiences, and perspectives of all our team members, clientsstakeholders. We believe this philosophy and healthcare professionals.

Our Long-term Approachapproach will help us prepare for Sustainable Growth

Ouranticipated risks, create a platform for long-term corporate strategy is to position ourselves as an essential strageic partner through innovatationgrowth and acquisition of workforce solutionsdemonstrates the effective leadership and technologies for our clients and healthcare professionalsgovernance principles that allows them to do their best work caring for the health of our communities and promoting sustainable growth.sustainable-minded investors seek.

Thank you for your continued interestsupport and investment in AMN Healthcare, and we hope to see you at our 20192020 Annual Meeting.

Sincerely,

Sincerely,

TABLE OF CONTENTS

Director Nominees

This year'syear’s slate of director nominees to the Board of Directors (the “Board”) of AMN Healthcare Services, Inc. (the “Company” or “AMN”) includes a new director, – Ms. Daphne E. Jones,Teri G. Fontenot, who was appointed to the Board in July 2018.September 2019. The addition of Ms. Jones,Fontenot, who is a former Senior Vice President – Digital / Futurechief financial officer of Work for GE Healthcare,three health systems and CEO of Women’s Hospital in Baton Rouge, Louisiana, supports our ongoing Board refreshment strategy and further strengthens and diversifies the aggregate skills, experiences and experiencescharacteristics of our Board. Please find a list of all director nominees below. Additional information for each nominee can be found under “Election of Our Directors (Item 1)” beginning on page 6.

Our Key Corporate Governance Policies

Recent Recognition

PROPOSAL 1

ELECTION OF OUR DIRECTORS

Board Composition Evaluation and Director Nomination Processes

Director Nomination Process

Board Nominee Composition

Our Nominees for the Board of Directors

Eight directors are to be elected at our 20192020 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. The proxy will be voted in accordance with the directions stated on the card, or, if no directions are stated, for election of each of the eight nominees listed below. Upon the recommendation of the Corporate Governance and Compliance Committee, the Board

has nominated for

election the eight directors listed below, all of whom are currently serving as directors on our Board. The director nominees for election are willing to be duly elected and to serve. If any such nominee is not a candidate for election at the Annual Meeting, an event that the Board does not anticipate, the proxies may be voted for a substitute nominee(s).The. The business experience, board service, qualifications and affiliations of our director nominees are set forth below.

 

6 AMN HEALTHCARE SERVICES, INC. 2019 2020 Proxy Statement   7 PROPOSAL 1:  ELECTION OF OUR DIRECTORS   Our Directors’ Skills Matrix           AMN HEALTHCARE SERVICES, INC. 2019 Proxy Statement 7 PROPOSAL 1: ELECTION OF OUR DIRECTORS Mark G. Foletta        The Board of Directors recommends that shareholders vote “FOR” each of the following nominees      Director Since 2012   Age: 58 Audit Committee Chairman Financial Expert Finance Enterprise Risk Management Board Leadership C-Suite Leadership Mergers & Acquisitions Healthcare Industry Investor Relations / Communications   8     AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement PROPOSAL 1:  ELECTION  OF OUR DIRECTORS Mark G. Foletta Director Since 2012 Age: 59 Audit Committee Chair Financial Expert Finance Enterprise Risk Management Board Leadership Mergers & Acquisitions Healthcare Industry C-Suite Leadership Executive Vice President and Chief Financial Officer Tocagen Inc.   Experience and Qualifications The Board has concluded that Mr. Foletta is qualified to serve on the Board, because he brings considerable audit, financial, healthcare and enterprise risk management experience as both an executive officer and director of healthcare companies. The Board has designated Mr. Foletta as a financial expert for its Audit Committee, for which he serves as Chairman. Since February 2017, Mr. Foletta has served as Executive Vice President and Chief Financial Officer of Tocagen Inc. Mr. Foletta served as the Interim Chief Financial Officer of Biocept, Inc., a publicly-traded diagnostics company, from August 2015 to July 2016, and he also served as Senior Vice President, Finance and Chief Financial Officer of Amylin Pharmaceuticals, Inc. from March 2006 until October 2012. While at Amylin, Mr. Foletta assisted with developing and launching the organization'sorganization’s initial enterprise risk management assessment. From March 2000 to March 2006, Mr. Foletta served as Vice President, Finance and Chief Financial Officer of Amylin. Mr. Foletta received a Bachelor of Arts from the University of California, Santa Barbara. He is also a Certified Public Accountant (inactive) and a member of the Corporate Directors Forum. Board Experience Since November 2014, Mr. Foletta has served on the Board of DexCom, Inc., a publicly-traded company, where he is the Lead Director. From February 2013 through June 2018, Mr. Foletta served as a director of Regulus Therapeutics Inc., and was Chairman of its Audit Committee and a member of its Nominating and Governance Committee. While at Regulus and DexCom, Mr. Foletta helped oversee and guide the launch of each organization'sorganization’s initial enterprise risk management assessment. Additionally, Mr. Foletta serves as a director of Viacyte, Inc., a privately held company. He previously served as a director and Chairman of the Audit Committee of Ambit Biosciences Corporation (sold in 2014), and also served as a director of Anadys Pharmaceuticals, Inc. (sold in 2011).     8 AMN HEALTHCARE SERVICES, INC. 2019 2020 Proxy Statement   9 PROPOSAL 1:  ELECTION OF  OUR DIRECTORS   Teri G. Fontenot Director Since 2019 Age: 66 Audit Committee Financial Expert Finance Enterprise Risk Management Board Leadership Mergers & Acquisitions Healthcare Industry C-Suite Leadership Former President & Chief Executive Officer of Woman’s Hospital PROPOSAL 1: ELECTION OF OUR DIRECTORS Experience and Qualifications R. Jeffrey HarrisThe Board has concluded that Ms. Fontenot is qualified to serve on the Board because she brings considerable audit, financial and healthcare experience both as an executive officer and director of healthcare companies. The Board has determined that Ms. Fontenot qualifies as a financial expert and appointed her as a member of its Audit Committee. Since March 2019, Ms. Fontenot has served as CEO Emeritus of Woman’s Hospital, the largest independently-owned women’s and infant’s hospital in the United States providing comprehensive subspecialty services to women. From 1996 to March 2019, Ms. Fontenot served as President and CEO of Woman’s Hospital. From 1992 to 1996, Ms. Fontenot served as the Chief Financial Officer and Executive Vice President of Woman’s Hospital. Under her leadership, Woman’s Hospital became the largest birthing hospital and neonatal intensive care unit in Louisiana. Prior to joining Woman’s Hospital in 1992, Ms. Fontenot served as Chief Financial Officer of three other hospitals located in Louisiana and Florida and is a Certified Public Accountant (inactive). Board Experience Director Since 2005 Age: 64 CompensationMs. Fontenot has served on numerous healthcare boards at a local, state and Stock Plan national level, including the Board of Directors of the Louisiana Hospital Association, and the American Hospital Association where she served as Chairperson in 2012. She is on the American College of Healthcare Executives Board of Governors and a member of its Audit Committee, Corporate Governance and Compliance she held asix-year term on the Advisory Committee on Research on Women’s Health for the National Institutes of Health. Ms. Fontenot is also a director on the board of the Baton Rouge Water Company, a private company, and a director on the board of Companion Animal Alliance, a not-for profit agency. From 2007 to 2019, Ms. Fontenot served on the board of directors of the Sixth District Federal Reserve Bank of Atlanta, including as its Audit Committee chair for two years. Ms. Fontenot currently serves on the board of directors and a member of the audit committees for LHC Group, Inc. and Amerisafe. Inc. and she was a member of the board of directors of Landauer (a formerly publicly-held company) until its sale in 2017. She is a Fellow of the American College of Healthcare Executives, where she presents frequently on women’s health and leadership topics. Former Of Counsel at Apogent Technologies, Inc. Corporate Governance Strategy Legal C-Suite Leadership Healthcare Industry Mergers & Acquisitions             Experience and Qualifications   10     AMN HEALTHCARE SERVICES, INC.       2020 Proxy Statement PROPOSAL 1:  ELECTION  OF OUR DIRECTORS R. Jeffrey Harris Director Since 2005 Age: 65 Corporate Governance and Compliance Committee Chair Executive Committee Corporate Governance Strategy Legal C-Suite Leadership Healthcare Industry Mergers & Acquisitions Former Of Counsel at           Apogent Technologies, Inc.           Experience and Qualifications The Board has concluded that Mr. Harris is qualified to serve on the Board because he brings considerable mergers and acquisitions experience, which is a key component of AMN'sAMN’s strategy. Additionally, Mr. Harris has experience serving as a director on public company compensation and corporate governance committees, which is essential to designing and maintaining our executive compensation programs and guiding our corporate governance strategies. Mr. Harris served as Of Counsel at Apogent Technologies, Inc. from December 2000 through 2003, and as Vice President, General Counsel and Secretary from 1988 to 2000, when the company was named Sybron International. Board Experience Since 2002, Mr. Harris has been involved as an investor in, and a director of, early stage companies. Mr. Harris served on the Board of Sybron Dental Specialties from April 2005 until it was acquired by Danaher Corporation in 2006. Mr. Harris served on the Board of Playtex Products, Inc. from 2001 until Energizer Holdings acquired it in October 2007. Mr. Harris was director of Prodesse, Inc., an early stage biotechnology company, from 2002 until 2009, whenGen-Probe Incorporated acquired it. Mr. Harris also served as director of Apogent Technologies, Inc. from 2000 to 2004, when it was acquired by Fisher Scientific International, Inc. From 2008 until 2018, he served as a director of Guy & O’Neill, Inc. He currently serves on the Board of Brookfield Academy, anon-profit entity, and is Chairman of the Board and aco-founder of BrightStar Wisconsin Foundation, Inc., anon-profit economic development corporation. Additionally, Mr. Harris is a director of Somna Management, Inc. and Okanjo Partners, Inc., bothan early stage technology companies.company.   AMN HEALTHCARE SERVICES, INC. 2019 2020 Proxy Statement 9   11 PROPOSAL 1:  ELECTION OF  OUR DIRECTORS   Michael M.E. Johns, M.D. Director Since 2008 Age: 78 Corporate Governance and Compliance Committee Compensation Committee Board Leadership Strategy C-Suite Leadership Healthcare Industry   Director Since 2008 Board Leadership Age: 77 Strategy Operations Corporate Governance andProfessor, Compliance Committee (Chairman) C-Suite Leadership Compensation and Stock Plan Healthcare Industry Committee Professor, Emory University School of Medicine   Experience and Qualifications The Board has concluded that Dr. Johns is qualified to serve on the Board because he has extensive “C-suite”“C-suite” healthcare leadership experience and is a recognized healthcare thought leader. This expertise is valuable in shaping our strategy to deliver innovative and expanded service offerings as a healthcare workforce solutions company. Dr. Johns is a Professor in the School of Medicine at Emory University, where he also served as Chancellor from October 2007 through August 2012. Dr. Johns served as Interim Executive Vice President of Health Affairs for Emory University and as Interim Chairman and CEO of Emory Healthcare from September 1, 2015 through January 31, 2016. He served as the Interim Executive Vice President for Medical Affairs and Interim Chief Executive Officer of the University of Michigan Health System from June 2014 through March 2015. From 1996 to 2007, Dr. Johns served as Executive Vice President for Health Affairs and Chief Executive Officer of the Robert W. Woodruff Health Sciences Center of Emory University. From 1990 to 1996, Dr. Johns was Dean of the Johns Hopkins School of Medicine and Vice President of the Medical Faculty at Johns Hopkins University. From 1990 to 1996, Dr. Johns was Dean of the Johns Hopkins School of Medicine and Vice President of the Medical Faculty at Johns Hopkins University. Dr. Johns is a member of The National Academy of Medicine of the National Academy of Science. Board Experience Dr. Johns serves on the Board of Directors of Intelligent Fingerprinting, a privately held company, West Health Institute, a non-profit medical research organization, as well as several philanthropic entities. He is also a member of the Board of Regents of the Uniformed Services University for the Health Sciences, University of Michigan Medical Center and Vanderbilt University Medical Center. Dr. Johns served on the Board of the Genuine Parts Company from 2000 until April 2015, and at various times during his tenure, was a member of its Compensation, Governance and Nominating Committee and its Audit Committee. He also served on the Board and the Compensation Committee of Johnson & Johnson from 2005 to 2014. He is2014 and served as a member of the Board of Regents of the Uniformed Services University for theWest Health Sciences.Institute, a non-profit medical research organization. From 1996 to 2007, Dr. Johns served as Chairman of the Board of Directors of Emory Healthcare.     10 12   AMN HEALTHCARE SERVICES, INC. 2019   2020 Proxy Statement PROPOSAL 1:  ELECTION  OF OUR DIRECTORS   Daphne E. Jones PROPOSAL 1: Director Since 2018ELECTION OF OUR DIRECTORS Age: 61 Audit Committee Compensation Committee Digital / Technology Daphne E. JonesHealthcare Industry C-Suite Leadership Strategy   Director Since 2018 Digital / Technology Age: 60 Healthcare Industry Audit Committee C-Suite Leadership Strategy Former Senior Vice President – Digital/Future of Work GE Healthcare   Experience and Qualifications The Board has concluded that Ms. Jones is qualified to serve on the Board because she brings considerable information technology, global digital technology use, data management and privacy experience as a seasoned "C-suite"“C-suite” executive with extensive experience in multinational corporations. Ms. Jones'Jones’ digital use and technology expertise and experience will be critical to our successful execution of our digital strategies. Ms. Jones served as the Senior Vice President - Digital/Future of Work for GE Healthcare, the healthcare business of GE, from May 2017 to October 2017 and prior to that she served as the Senior Vice President - Chief Information Officer for GE Healthcare Diagnostic Imaging and Services since August 2014. Prior to joining GE Healthcare, Ms. Jones was the Senior Vice President, Chief Information Officer for Hospira, Inc., a provider of pharmaceuticals and infusion technologies, from October 2009 through June 2014. Previously she served as Chief Information Officer at Johnson & Johnson from 2006 to 2009 and served in various information technology roles with Johnson & Johnson from 1997 through 2006. Ms. Jones began her career in sales and systems engineering at IBM. Board Experience Ms. Jones serves on the board of Masonite International Corp, where she is a member of the Audit Committee. She also serves on the board of directors for Barnes Group Inc. and Destiny Transformations Group, LLC. Ms. Jones previously served on the board of the Thurgood Marshall College Fund, anot-for-profit organization and the nation’s largest organization exclusively representing the Black College Community.     AMN HEALTHCARE SERVICES, INC. 2019 2020 Proxy Statement 11   13 PROPOSAL 1:  ELECTION  OF OUR DIRECTORS   Martha H. Marsh Director Since 2010 Age: 71 Compensation Committee Chair Board Leadership Strategy C-Suite Leadership Healthcare Industry Former President and CEO, Stanford Hospital and Clinics   PROPOSAL 1: ELECTION OF OUR DIRECTORS Martha H. Marsh Director Since 2010 Board Leadership Age: 70 Strategy Operations Compensation and Stock Plan Committee (Chairperson) C-Suite Leadership Corporate Governance and Healthcare Industry Compliance Committee Former President and CEO, Stanford Hospital and Clincs Experience and Qualifications The Board has concluded that Ms. Marsh is qualified to serve on the Board because she has extensive “C-suite”“C-suite” leadership and expertise in the healthcare industry. Ms. Marsh’s experience and understanding of the challenges and opportunities of large healthcare facilities are immensely useful in directing our strategy to innovate and provide enhanced and expanded workforce solutions service offerings to meet our clients’ evolving needs. Ms. Marsh served as President and CEO of Stanford Hospital and Clinics for eight years, from April 2002 until her retirement in August 2010. Previously, Ms. Marsh served as the CEO of UC Davis Medical Center and the Chief Operating Officer of the UC Davis Health System from 1999 to 2002. Prior to that time, she served as the Senior Vice President for Professional Services and Managed Care at the University of Pennsylvania Health System, and before that as President and CEO of Matthew Thornton Health Plan in Nashua, New Hampshire. Board Experience Board Experience From 2012 through 2019, Ms. Marsh servesserved as a director of Owens & Minor, Inc. where she isas the Chairperson of the Governance and Nominating Committee and also servesserved on its Compensation and Benefits Committee. Since October 2015, she has served as a director of Edwards Lifesciences Corporation and is a member of its Compensation and Governance Committee. She also serves on the Board and the Compensation Committee of Teichert, a privately-held company. Prior to Thoratec Corporation’s acquisition by St. Jude Medical in 2015, she had served on Thoratec’s Board. Ms. Marsh is a past Chair of the Board of Trustees for the California Hospital Association and the California Association of Hospitals and Health Systems and a former director of Ascension Healthcare Network, a privately-held company.     12 14   AMN HEALTHCARE SERVICES, INC. 2019   2020 Proxy Statement PROPOSAL 1:  ELECTION  OF OUR DIRECTORS   Susan R. Salka Director Since 2003 Age: 55 Executive Committee Healthcare Industry Board Leadership C-Suite Leadership Mergers & Acquisitions Corporate Governance Finance Chief Executive Officer AMN Healthcare Services, Inc. PROPOSAL 1: ELECTION OF OUR DIRECTORS Susan R. Salka Director Since 2003 Healthcare Industry Age: 54 Business Development Executive Committee Board Leadership C-Suite Leadership Mergers & Acquisitions Corporate Governance Finance Chief Executive Officer and President AMN Healthcare Services, Inc. Experience and Qualifications Ms. Salka has served as our President since May 2003 and our CEO since May 2005. The Board has concluded that Ms. Salka is qualified to serve on the Board because she has nearly three decades of healthcare services industry experience, including 2730 years of experience with us in various roles, including Chief Financial Officer and Chief Operating Officer. During her service to the Company, she has helped grow our business both organically and through acquisitions into the national industry leader we are today. Prior to joining us, Ms. Salka worked at BioVest Partners, a venture capital firm, and at Hybritech, a subsidiary of Eli Lilly & Co., which Beckman Coulter later acquired. Board Experience Ms. Salka is recognized as a leader in corporate governance and currently serves as a director of McKesson Corp., including as Chairperson of its Corporate Governance Committee and as a member of its Compensation Committee. She also serves on the Board of San Diego State University Campanile Foundation. Ms. Salka served on the Board and the Audit Committee of Beckman Coulter from 2007 until 2011, when Danaher Corporation acquired it. Additionally, she served on the Board of Playtex Products, Inc. from 2001 until Energizer Holdings acquired it in October 2007. Diversity, Equality and Inclusion Under Ms. Salka’s leadership, AMN has become the largest and most diversified healthcare staffingtotal talent solutions company in the nation.healthcare. Ms. Salka is passionate about corporate social responsibility, diversity, inclusion, and equality. She participates in many of the company'scompany’s community initiatives, including the annual medical and community development trip to Guatemala. As one of the top 25 New York Stock Exchange (“NYSE”) female CEOs, she is also an advocate for promoting women in leadership and the boardroom. AMN is part of the Bloomberg Gender Equality Index and Human Rights Campaign Foundation Corporate Equality Index. Ms. Salka serves on the board of directors of McKesson, a Fortune #5 company, as well as the Executive Committee of the Healthcare Leadership Council, a coalition of CEOs from the nation'snation’s top healthcare companies dedicated to improving healthcare delivery and accessibility by working with each other and legislators.     AMN HEALTHCARE SERVICES, INC. 2019 2020 Proxy Statement 13   15 PROPOSAL 1:  ELECTION  OF OUR DIRECTORS   Douglas D. Wheat Director Since 1999 Age: 69 Board Chair Executive Committee Healthcare Industry Legal Mergers & Acquisitions Board Leadership / Governance Corporate Finance Managing Partner Wheat Investments, LLC   PROPOSAL 1: ELECTION OF OUR DIRECTORS Andrew M. Stern Director Since 2001 Investor Relations / Communications Age: 69 Government Affairs / Public Policy Corporate Governance and Healthcare Industry Compliance Committee Strategy Audit Committee C-Suite Leadership Board Leadership Senior Counsel Sunwest Communications, Inc. Experience and Qualifications The Board has concluded that Mr. Stern is qualified to serve on the Board because he brings deep and long-standing healthcare industry experience as well as extensive investor communications and media expertise, which have been valuable in guiding the structure of our communications strategy with our investors, clients and other key stakeholders.  Mr. Stern's lobbying and advocacy skills in the healthcare provider arena also benefit the Company and qualify him to serve on the Board.  Mr. Stern is currently Senior Counsel of Sunwest Communications, Inc., a public relations firm, which he founded in 1982 and, from 1983 through the sale of Sunwest in 2017, served as Chairman of the Board and Chief Executive Officer. From 1975 to 1977, he served as Staff Assistant to President Gerald R. Ford at The White House and then served in senior corporate positions until founding Sunwest in 1982. Board Experience Prior to serving as Senior Counsel for Sunwest Communications, Mr. Stern formerly served as its Chief Executive Officer and Chairman of the Board from 1983 to 2017.  He has also served as a director of Medical City Dallas Hospital for 23 years and is the co-founder and co-chair of the Medical City Healthcare community advisory board. He is also an advisory director of the Center for Political Communication and Chairman of the Committee on Governance of the American Hospital Association. Additionally, Mr. Stern also serves as a director for Club Oaks Consulting LLC, American Hospital Association Political Action Committee, Texas Hospital Association HOSPAC and Dallas Medical Resource. 14 AMN HEALTHCARE SERVICES, INC. 2019 Proxy Statement PROPOSAL 1: ELECTION OF OUR DIRECTORS Douglas D. Wheat Director Since 1999 Age: 68 Board Chairman Executive Committee Healthcare Industry Legal / Governance Mergers & Acquisitions Board Leadership Corporate Finance Managing Partner Wheat Investments, LLC Experience and Qualifications The Board has concluded that Mr. Wheat is qualified to serve on the Board because he possesses significant healthcare staffing industry knowledge as well as extensive expertise in corporate finance and mergers and acquisitions. Such knowledge and expertise are critical to the successful design and implementation of our growth strategy. He is currently the Managing Partner of Wheat Investments, a private investment firm. From 2007 to 2015, Mr. Wheat was the founding and Managing Partner of the private equity company Southlake Equity Group. From 1992 until 2006, Mr. Wheat was President of Haas Wheat & Partners. Prior to the formation of Haas Wheat, Mr. Wheat was a founding member of the merchant banking group Donaldson, Lufkin & Jenrette specializing in leveraged buyout financing. From 1974 to 1984, Mr. Wheat practiced corporate and securities law in Dallas, Texas. Mr. Wheat received both his J.D. and B.S. degrees from the University of Kansas. Board Experience Mr. Wheat is the Chairman of the Board of Overseas Shipholding Group and the Chairman of the Board of International Seaways, Inc. He previously served as Vice Chairman of Dex Media, Inc. and as Chairman of SuperMedia prior to its merger with Dex One. Mr. Wheat has also previously served as a member of the Board of Directors of several other companies, including, among others: (1) Playtex Products (of which he also served as Chairman), (2)Dr. Pepper/Seven-Up Companies, Inc., (3) Dr. Pepper Bottling of the Southwest, Inc., (4) Walls Industries, Inc., (5) Alliance Imaging, Inc., (6) Thermadyne Industries, Inc., (7) Sybron International Corporation, (8) Nebraska Book Corporation, (9) ALC Communications Corporation, (10) Mother’s Cookies, Inc., and (11) Stella Cheese Company.     16   AMN HEALTHCARE SERVICES, INC. 2019   2020 Proxy Statement 15 PROPOSAL 1:              CORPORATE  GOVERNANCE              ELECTION OF OUR DIRECTORS   RETIRING DIRECTOR We would like to recognize and thank Mr. Weaver, who is not standing for re-election, because he will be retiring from the Board effective upon the conclusion of our Annual Meeting. Paul E. Weaver During Mr. Weaver’s nearly 13 years of board service to the Company, he has offered immeasurable insights into the business.  As a member of the Board’s Executive Committee, his contributions as a strategic advisor to the Company’s acquisition growth strategy has been instrumental to the Company’s transformation into a comprehensive workforce solutions organization. The Company and the Board thank Mr. Weaver for his dedicated leadership and service. Director Since: 2006 Former Vice Chairman PricewaterhouseCoopers, LLP 16 AMN HEALTHCARE SERVICES, INC. 2019 Proxy Statement CORPORATE GOVERNANCE CORPORATE GOVERNANCE Overview of Our Corporate Governance Program   Our Board and executive leaders are stewards of the interests of our shareholders and believe that strong and effective corporate governance is essential to our success. A cornerstone of our corporate governance program is providing transparent disclosure to our shareholdersstakeholders on aan ongoing and consistent basis. Our approach integrates all components of effective governance, including a strong ethical culture, a comprehensive enterprise risk management program, an ongoinga formal shareholder engagement program, sound financial, regulatory and legal compliance functions and corporate social responsibility. Our holistic strategy focuses on delivering long-term shareholder value and has been recognized as producingfor the highest standards of governance. AMN supports and followsaligns with the Investor Stewardship Group’s (“ISG”) Corporate Governance Framework for U.S. Listed Companies. Below is an illustration how certain of our governance practices directly support each of the ISG principles.   ISG Principle AMN’s Practice Boards are accountable to shareholders. •   We proactively adoptedprovide proxy access to our shareholders with features that are consistent with market practices and that incorporated shareholder input. •   Our directors stand for election annually, with a majority voting standard in uncontested director elections. Directors that do not receive majority support must tender their resignation for consideration by the Board. Shareholders should be entitled to voting rights in proportion to their economic interest. •   We have one class of common stock, with each share carrying equal voting rights. We believe in a “one share,one-vote” standard. •   We do not have a “poison pill.” Boards should be responsive to shareholders and be proactive in order to understand their perspectives. •   Our robust shareholder outreach program allows us to solicit ongoing feedback from our shareholders on corporate governance matters most important to them. •   The Board regularly considers and acts upon feedback received from our shareholders. A detailed discussion of the specific actions that the Board has taken in 20182019 in response to shareholder feedback is located in the “Our 2018Annual Shareholder Outreach Summary” section on page 19 below. Boards should have a strong, independent leadership structure. •   We have a strong, independent Board Chairman and independent committee chairs with clearly defined responsibilities. •   Our Board regularly reviews its leadership structure and composition at least annually and discusses its appropriateness in this proxy statement. •   Key Board committees are completely independent and include: Corporate Governance and Compliance; Audit; and Compensation and Stock Plan.Compensation. Boards should adopt structures and practices that enhance their effectiveness. •   88% of our director nominees are independent. •   Our directors reflect a diverse set of experiences and skills that are relevant to our long-term business strategy.strategy and our refreshment strategy is continuously evaluated. •     More than one-third   50% of our director nominees are diverse.diverse from gender, race or ethnicity standpoint. •   Annual Board and committee-level assessments are conducted withbi-annual individual director interviews to ensure effectiveness. •   Our Board has committed that it will maintain an average tenure for independent board directors of less than ten years commencing in 2020.years. •   Our Board has access to management and outside consultants to ensure effectiveness. Boards should develop management incentive structures that are aligned with the long-term strategy of the company. •   Target compensation mix is not overly weighted toward annual incentive awards and balances cash and long-term equity awards in accordance with certain financial andnon-financial metrics that align with our short and long-term strategic goals. •   Our executive severance agreements and newly granted equity awards contain "double trigger" mechanics.“double trigger” mechanics beginning in 2019. •   We have stock ownership requirements for our named executive officers that require ownership of unrestricted shares. •We have an Executive Compensation Philosophy that clearly articulates our commitment to equal pay principles   Our executive compensation programs are aligned with shareholder returns and the promotionpromote of a values-based culture.   AMN HEALTHCARE SERVICES, INC. 2019 2020 Proxy Statement 17 CORPORATE GOVERNANCE   In addition to the highlights summarized above, we regularly review, benchmark and update our current corporate governance policies and procedures to ensure best practices. Below are some examples of steps we have taken in an effort to continually evolve our governance program: • We engage in a formal shareholder corporate governance outreach program to elicit the views of our investors on corporate governance issues and other related matters. As a foundational element to this program, the Board adopted a policy on shareholder engagement, which we have continued to build on throughout the past three years. We proactively amended our Bylaws to implement “proxy access,” which allows a shareholder, or a group of up to 20 shareholders, owning at least 3% of our outstanding shares of common stock, par value $0.01 per share (“Common Stock”), for at least three years, to nominate and include in our annual meeting proxy materials, directors constituting the greater of two individuals or 20% of the Board. Our market benchmarking efforts and engagement with shareholders in 2016 and 2017 played a significant role in our Board's decision to adopt the proxy access mechanics that it did. We established a formal Diversity, Equality and Inclusion Philosophy and multifaceted Diversity and Inclusion program. We reviewed and revised our Executive Compensation Philosophy to clearly articulate our commitment to equal pay principles and promote of a values-based culture. In 2018, our Corporate Governance and Compliance Committee (the “Governance and Compliance Committee”) revised its Corporate Governance Guidelines (the “Governance Guidelines”) to, among other things, (i) affirm the Board's commitment to a diverse board, (ii) reflect the adoption of broadened and increased equity ownership guidelines applicable to the Company's directors and executive management, and (iii) delineate the Board's responsibilities related to oversight of the Company's Corporate Social Responsibility strategy and related environmental, social and governance practices and risks. A copy of the Governance Guidelines is posted on the Company’s website at http://amnhealthcare.investorroom.com/governance-guidelines. • In September 2018, we launched a Diversity, Equality & Inclusion web page highlighting our formal philosophy and dedication to fostering and maintaining a diverse team. In September 2018, the Company’s CEO Susan Salka and AMN Healthcare joined the CEO Action for Diversity and Inclusion initiative. In July 2018, and in response to recent investor insight and an effort to continue to diversify our Board's collective skills and experience to best achieve our long-term strategic objectives, the Company added Daphne Jones to the Board, and her extensive C-suite experience in strategic, entrepreneurial and global use of digital technologies has already made an impact. In February 2019, the Board committed to maintain an average tenure for independent directors of less than ten years, commencing in 2020, in connection with its adoption of a formal Aggregate Tenure Policy. In December 2018, and in an effort to proactively best position itself to oversee the Company's risk management and compliance infrastructure, the Board decided to migrate oversight of all aspects of the Company's ethics and compliance programs (other than oversight of financial compliance and technology security risks) from our Audit Committee to the Corporate Governance Committee, which was then renamed the "Corporate Governance and Compliance Committee" as a result of this transition of responsibilities. We believe that our Corporate Governance and Compliance Committee is best positioned to continue to ensure that the Company continues to deliver long-term shareholder value by identifying and implementing best practices based on its strong history and proactive management of the highest standards of governance and compliance. 18 AMN HEALTHCARE SERVICES, INC. 2019 Proxy Statement CORPORATE GOVERNANCE Our 2018 ShareholderAnnual Shareholder Outreach Summary     We understand that we must earn and maintain our shareholders'shareholders’ continued support throughout the year by adhering to the highest standards of corporate governance and corporate social responsibility. In 2016,To this end, five years ago, we initiated a formal shareholder corporate governance outreach program to supplement our financial-related outreach and engagegain further insight into the views of our shareholders on governance topics most important to them. Since then, ourshareholders. Our engagement efforts have evolved into a robust program withwhere we take a customized approach to each shareholder. We believe this facilitates more meaningful and ongoing dialogue on relevant topics that allow us to work with our shareholders to build stronger shareholder relationships and a more successful company. With a formal outreach strategy and clear objectives in place, we sent letters to over 25 of our top shareholders in August of 2018,2019 representing approximately 70%64% of our outstanding Common Stock. We appreciatelook forward to the opportunity to touch baseconnect with our shareholders and we continue to find our meetingsthese engagements to be enlightening and productive. Each shareholder we met with expressed appreciation for our proactive interest in their views, and we certainly appreciated thetheir time they took to share their thoughts with us.and insight. Collectively, our discussions centered aroundfocused on the following topics:   Human Capital Strategy & Risk Management   Board Refreshment Social & Governance Issues Diversity, Equality & Inclusion Gender Pay Equality Although each shareholder’s particular focus was slightly different, ourcan differ, AMN’s mission, long-term strategy, 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 equality in the U.S. healthcare system, and we look forward to continuing our engagement on this front.important issue. Further information surrounding our shareholder engagement program is formalized in our Corporate Governance Guidelines, which we refer to as our Governance Guidelines, and postedpost on our Company website atwww.amnhealthcare.investorroom.com/governance-guidelines. In 2018, we redesigned our website to reflect a modernized style that is simple, more engaging and easier to navigate. The chart on the following pagechart summarizes some of the specific actions our Board tookhas taken in 2018recent years in response to feedback received from shareholders. In February 2019, our Board committed to maintain an average tenure for independent directors of less than ten years, commencing in 2020. Additionally, in response to shareholder feedback on board refreshment and in an effort to continue to diversify our Board’s collective composition to most effectively support the Company’s long-term strategic objectives, our Governance and Compliance Committee reviewed its Board composition evaluation and director candidate nomination process, which has resulted in the appointments of Ms. Daphne Jones and Ms. Teri Fontenot to the Board in 2018 and 2019, respectfully. The Board’s composition evaluation and director nomination processes are described in the “Board Composition Evaluation and Director Nomination Processes” section located on page6 above.   18   AMN HEALTHCARE SERVICES, INC. 2019   2020 Proxy Statement 19               CORPORATE  GOVERNANCE                 CORPORATE GOVERNANCE Our Board’s Actions in Response to Shareholder Feedback Corporate Social Responsibility •●    Included a  A new disclosureCompany corporate social responsibility webpage; ●  New disclosures in our 2018 proxy statement to highlight our commitment to Corporate Social Responsibility (“CSR”);Responsibility; and •●    Changed  Expanded approach to GRI reporting and changed the publication of our CSR Report’s publicationreport from abi-annual to an annual basis to align with the release of our Proxy Statement and Annual Report. Board Composition and Refreshment •●    Revised our Governance Guidelines to affirm our commitment to a diverse Board; •  Appointed Ms. Daphne Jones and Ms. Teri Fontenot to the Board; •●  Committed to maintain an aggregate board tenure for independent directors with an average tenure of less than ten years beginning in 2020;years; and •●  Incorporated individual interviews into the director evaluation process on a bi­ annualbi-annual basis for increased accountability. Human Capital Management Strategy •●  Implemented company-wide retention and investment initiatives; and •●  EstablishedaformalDiversity, Equality&Inclusionphilosophyandmultifacetedprogram. Executive Compensation •●  Instituted "doubletrigger"“double trigger” mechanics for newly granted equity awards EquityDiversity, OwnershipEquality & GuidelinesInclusion •●  Revised Governance Guidelines to affirm our commitment to a diverse Board;     Broadened●  Doubled diversity vendor spend in 2019 and published white papers and surveys that highlight diversity issues; and ●  Expanded diversity sourcing, candidate metrics, unconscious bias training, and employee resource groups across the group of employees covered under our equity ownership policy and increased ownership thresholdsenterprise. Pay Equality •●  Revised the Company’s Executive Compensation Philosophy to clearly articulate our commitment to human capital management and equal pay principles and a values-based culture;principles; and •●  Implemented a process to ensure pay equality without regard to legal classification across our organizationorganization. Our Culture, Ethics, Engagement and Governance GuidelinesHuman Capital Management Strategy     AnotherAn essential element that drivesof our approach to effective corporate governance and social responsibility is our Human Capital Management Strategy. Our team members are critical assets that we must continually invest in and strategically manage to maximize their long-term value and potential. With this objective in mind, we identify and monitor a variety of risks and opportunities that are central to our long-term strategic objectives, such as, among others, our diversity, equality and inclusion program, team member engagement and professional development, and employee health and safety to ensure we are delivering on our commitment to promotingpromote a values-based culture ofthat is centered around business ethics and integrity, which guides the manner in which we do business. Theprofessional integrity. Our Board and executive management areteam is committed to fostering a strong ethical corporate culture and expect all team members to fulfill their responsibilities in accordance with the highest standards of professional and personal conduct. ToSome refreshment actions that we have taken to uphold this commitment AMN has adopted:to further develop our Human Capital Management Strategy are listed below. • Refreshed our Code of Conduct and Ethics (“Code of Conduct”) that is based on the Company’s core values of respect, trust, passion, innovation, customer focus and continuous improvement and contains examples and questions that help our team members put our core values into practice. AMN HEALTHCARE SERVICES, INC.   2020 Proxy Statement   19             CORPORATE GOVERNANCE                 AConducted an new type of annual engagement survey of our team members and shared the results of this survey with the Board to ensure we are delivering on the AMN Difference, which includes our core values, leader and coworker quality, collegial work environment, development and career opportunities. • Evolved our formal Diversity, Equality and Inclusion Philosophy focusing on our efforts on the workplace, workforce and marketplace and reflected on the Company’s website atwww.amnhealthcare.com/diversity-equality-inclusion. Adopted a Human Rights Policy and a Vendor Code of Conduct and Ethics (“Code of Conduct”), that is based on the Company's core values of respect, trust, passion, innovation, customer focus and continuous improvement. The content and format ofincorporated into our Code of Conduct is designedConduct. Launched a Corporate Social and Responsibility webpage that illustrates information and resources applicable to provide a practicalour strategy and user-friendly guide for our team membersthe social objectives that we strive to referachieve. Consistently evaluate and amend the Governance Guidelines to on a daily basis. It contains examplesreflect corporate governance and questions that help them put our core values into practice. In 2018, we continued to review and refresh our Code of Conduct to reinforce guidance and training on hot topics such as information security and privacy, and highlight our commitment to diversity, equality and inclusion, and corporate social responsibility. • An Annual Ethics and Engagement Survey of our team members. We also share the results of this survey with the Board to ensure we are delivering on the AMN Difference, which includes our core values, leader and coworker quality, collegial work environment, development and career opportunities. A supplementary Code of Ethics for the Principal Executive Officer and Senior Financial Officers (“Financial Officers Code of Ethics”). human capital management best practices. The Governance Guidelines which function as a critical component to the overall framework for the governance of our Company and was recently revised to reflect the Board's commitment to a diverse board, and Our Executive Compensation Philosophy, which we revised in early 2018 to reflect our commitment to equal pay.Human Capital Strategy. As discussed above, our Board and its committees regularly and carefully review these and other key governance documents to ensure they contain what we believe to be best practices the best governance practices forand policies in support of our objectives and the Company.values based culture we strive to promote. We publish these documents, among others, under the 20 AMN HEALTHCARE SERVICES, INC. 2019 Proxy Statement CORPORATE GOVERNANCE "Corporate Governance" “Corporate Governance” section of the "Investors Relations"“Investors Relations” page on the Company'sCompany’s website atwww.amnhealthcare.comwww.amnhealthcare.com. We also make these materials available in print to any shareholder upon request. Our Board closely monitors corporate governance developments and modifies the Governance Guidelines, Executive Compensation Philosophy, the Code of Conduct and the Financial Officersour Code of Ethics for Senior Financial Officers regularly. Our Corporate Social Responsibility Program     We are committedCorporate social responsibility (“CSR”) represents our commitment to establishing an industry-leadingeconomic and social progress by creating a positive impact on the health and development of our team members, healthcare providers, local and global communities, and stakeholders at large while advancing the quality of our company through engagement in the world around us. CSR program. Our strategy integrates relevantis fundamental to AMN’s aspiration to be the most trusted and utilized total talent solution partner for healthcare organizations in the country. Accordingly, we recognize that certain environmental, social and governance (“ESG”) criteriaissues can have real financial impacts over the long-term. This is why we are proactively working to better understand, manage risk and generate sustainable, long-term value for our shareholders, clients, healthcare professionalsreport more robustly and team members. Our Board recognizestransparently on the integral role that our corporate purpose and culture plays in the Company’s long-term success, and we believe our ability to proactively manage relevantESG risks and opportunities demonstratesthat are relevant to our business and the effective leadership and governance principles that long-term investors desire.industries we serve.   In 2018, we enhanced our human capital management strategy by focusing on diversity and promoting an inclusive culture that respects all voices and reflects our core values. Our multifaceted Diversity, Equality and Inclusion program focuses on the workplace, workforce and marketplace. In 2019, we enhanced the Company’s core values to reflect this commitment, because we believe diversity, equality and inclusion should be part of the foundation upon which our core values are built. Our Corporate Culture 20   AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement               CORPORATE  GOVERNANCE                 For sustainability disclosure purposes, we have primarily leveraged the standards issued by the Global Reporting Initiative (“GRI”) because it provides a comprehensive framework that allows us to present all facets of our CSR program. We publish updates in our CSR report on an annual basis and took an opportunity last year to expand our reporting under the GRI framework in an effort to increase transparency surrounding our impact on our stakeholders and the world around us. Accordingly, we are excited to release our 2019 CSR report in March 2020. It will be available to view or download on AMN’s new CSR webpage we recently launched on the company’s website atwww.amnhealthcare.com/corporate-social-responsibility.Below is an illustration of AMN’s holistic CSR ecosystem, its key components and the stakeholders we serve. Diversity, Equality & Inclusion     Corporate Social Responsibility AMN HEALTHCARE SERVICES, INC. 2019 Proxy Statement 21 CORPORATE GOVERNANCE Our commitmentdedication to buildingbuild an industry-leading CSR program is further demonstrated by our overallhigh ESG ratings and our commitment to the United Nations Sustainable Development Goals (“SDGs”). In 2019, we achieved an “AA” ESG rating from MSCI ESG Research, placingwhich places us in the top 15%12% of companies within the health care provider and services industry. Under ISS’ ESG QualityScore, our industry. By taking an integrated approachGovernance rating is “1” on a1-10 scale, with 1 being the highest score, a rating of “2” for the Social category and a “3” rating for Environment. We are supportive of the objectives of the SDGs and actively engage with shareholders on those relevant to our business and industry, such as (1) good health and well-being, (2) gender equality, and (3) decent work and economic growth. AMN HEALTHCARE SERVICES, INC.   2020 Proxy Statement   21             CORPORATE GOVERNANCE                 To further demonstrate our commitment to continuously improve our disclosures surrounding sustainability, we want to acknowledge that focuseswe are listening to our shareholders requests by making progress towards more robust reporting that aligns with the Sustainability Accounting Standards Board (“SASB”) and the Task Force on both opportunitiesClimate-related Financial Disclosures. Below we have reflected our industry specific disclosure topics that SASB has identified as most likely to impact the operating performance or financial condition of the typical company in the Professional and risks,Commercial Services Industry as well as the initiatives or recognition we believehave received for our efforts to date and evolving CSR strategy allows us to proactively address key reputational and operational risks that threaten the sustainability of our business. The illustration below provides a summary of some of the CSR-related efforts we have taken to mitigate ESG risks that are relevant to our business. To learn more about our sustainability efforts, please visit our Company website where we have our first annual publication of a Global Reporting Initiative compliant Corporate Social Responsibility Report posted at www.amnhealthcare.com/csr.manage these opportunities.     22 AMN HEALTHCARE SERVICES, INC. 2019 Proxy Statement CORPORATE GOVERNANCE Our Board'sBoard’s Role in Risk Oversight     The Board as a whole is responsible for overseeing our risk exposure as part of determining a business strategy that generates long-term shareholder value. The Board shapes our enterprise-wide risk capacity, appetite and tolerance levels that provide the foundation for our overall business strategy and direction, and believes that overseeing processes for assessing and managing the various risks we face is one of its most important responsibilities to our stakeholders. Indeed, purposefulPurposeful and appropriate risk-taking in certain areas is important for us to be competitive and to achieve our long-term goals. Our enterprise risk governance framework reflects a collaborative process whereby the Board, executive management and other team members apply a consistent, rigorous approach to our strategic planning and operational decisions across the Company that is designed to balance the opportunities and threats to our business and consider the steps we are willing to take to capitalize on any business opportunities while mitigating against the key risks. The Board believes that oversight of risk management is a vital element of its responsibility. As a result, it meets with executive management at regular Board meetings and, if necessary, at other times to discuss the strategy and success in addressing our identified key risks. As part of our annual strategic planning process, we maintain an Enterprise Risk Management Committee that assists the Board in identifying key risks. We typically focus on five to seven risks annually, which may relate to, among other things, business operations, competitive landscape, engagement and retention of quality healthcare professionals, talent management, technology systems, security and innovation. The Enterprise Risk Management 22   AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement               CORPORATE  GOVERNANCE               Committee also assists the Board in determining our risk tolerance in light of our (1) existing risk capacity, (2) appetite, if any, to take on additional risk or lessen our risk, (3) risk velocity and (4) mitigation factors. The Board’s determination of our key risks and our tolerance for each ultimately influence how we operate our business, including how we marshal our resources and make strategic and operational decisions. To ensure that the Company operates within its risk appetite, executive management and other leaders establish and support a culture of integrity, ethical behavior and risk awareness for our team members. We also have designed and maintain internal processes and an internal control environment that further facilitates the identification and management of risks. In addition to the foregoing, each of the Board’s standing committees'committees’ responsibilities 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. All committees play significant roles in carrying out the risk oversight function that typically focus in their areas of expertise. Below is an illustration of which committees, or the full Board, are responsible for overseeing the Company'sCompany’s key risks identified by the Board.   AMN HEALTHCARE SERVICES, INC. 2019 Proxy Statement 23 CORPORATE GOVERNANCE AUDIT COMMITTEE RISK OVERSIGHT The Audit Committee assists the Board in fulfilling its oversight responsibilities of our compliance with financial ethical requirements and certain other financially-related rules and regulations, as well as our processes to manage our business, financial, technology security and enterprise risk. In performing these functions, the Audit Committee meets periodically with the independent auditor, management, and internal auditors (including in private sessions) to review their work and confirm that they are properly discharging their respective responsibilities. Among other things, the Audit Committee’s responsibilities include: Overseeing the work of our independent auditors, Reviewing and discussing with management significant technology strategic initiatives, operations and risks, including, business continuity planning, project performance, technical operations performance, major technology architecture decisions, internal IT controls and related regulatory risks, significant technology investments and trends in technology that may affect the Company’s strategic plans, Reviewing and discussing with management key technology strategic initiatives and risks, including information security and cybersecurity incidents and any related disclosure obligations, Reviewing and discussing with management the Company'sCompany’s processes to manage major financial risk exposures to the Company and the steps management has or plans to take to monitor, control and manage such exposures, including our risk assessment and risk management guidelines and policies, AMN HEALTHCARE SERVICES, INC.   2020 Proxy Statement   23             CORPORATE GOVERNANCE                 Approving procedures for receiving complaints regarding accounting, internal accounting controls or auditing matters, and reviewing evidence of material violations of securities laws, breaches of fiduciary duty related to financial reporting and other financially-related disclosures, Reviewing and discussing with management, our chief internal auditor, independent auditors orin-house counsel, as appropriate, any legal, regulatory or compliance matters that could have a significant effect on our financial statements, and Reviewing the results of significant financial or accounting investigations, examinations or reviews performed by regulatory authorities and management’s responses. In 2018,2019, the CompanyAudit Committee did not identify any significant deficiencies or material weaknesses in ourthe Company’s internal controls. In addition, the Audit Committee determined that our processes to manage our enterprise, business and financial risks are effective and comply with applicable legal and ethical requirements as well as our internal policies and ethics.procedures. COMPENSATION AND STOCK PLAN COMMITTEE OVERSIGHT The Compensation and Stock Plan Committee (the “Compensation Committee”) is responsible for analyzing the risks associated with our compensation and human capital management practices. Among other things, the Compensation Committee’s responsibilities include: Establishing the Company’s executive compensation philosophy and principles to ensure they (i) reflect the Company’s commitment to equal pay principles and its values-based culture, (ii) are designed and operating effectively to appropriately attract, incent and retain talent, and (iii) align with long-term shareholder interests; Reviewing on an annual basis the corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation, Reviewing and make recommendations to the Board on an annual basis with respect to the compensation of all of the Company'sCompany’s executive officers, Setting the composition of the group of peer companies used for comparison of executive compensation, Overseeing the design and management of the various long-term incentive compensation, equity, savings, health and welfare plans that cover our employees, and Reviewing, and recommending to the Board, the compensation for ournon-employee directors. directors; and Overseeing the Company’s human capital management program strategy, including its talent recruitment, retention and engagement and inclusion initiatives. Risk Related to Executive Compensation The Compensation Committee designs our incentive compensation to reward officers and other key employees for committing to and delivering on financial goals that we believe are challenging, yet (i) reasonably achievable, (ii) require revenue and profitability performance to reach the target level, and (iii) require significant revenue and profitability growth to reach the maximum level. The financial performance required to reach the maximum level of compensation is developed within the context of budget planning and, while difficult to achieve, is not viewed to be at such an aggressive level that it would induce bonus-eligible employees to take inappropriate risks that could threaten our financial and operating stability. 24 AMN HEALTHCARE SERVICES, INC. 2019 Proxy Statement CORPORATE GOVERNANCE The Compensation Committee has reviewed our material cash incentive plans, which fall into two types: (1) those for front line sales production employees and (2) those for our leadership teams. The front line sales incentive plans typically provide incentives based on monthly or quarterly financial or individual and team operational metrics and include monthly or quarterly payouts. Roughly two-thirds of our sales team members participate in one of our approximately 50 sales incentive plan structures. The leadership plans use annual financial targets based on consolidated and/or division metrics as well as individual leadership and performance considerations with annual payouts. We have internal controls over financial reporting and the measurement and calculation of compensation goals and other financial, operational and compliance policies and practices that are designed to keep these compensation programs from being susceptible to manipulation by any employee, including our named executive officers. The Compensation Committee considers the risks associated with the compensation plans in light of several factors, including (1) the amount of incentive compensation paid to a particular group as a percentage of total incentive cash paid and as a percentage of division and/or consolidated revenue, gross profit and adjusted EBITDA, (2) the number of plan participants in any particular plan as a percentage of total incentive plan participants, and (3) the amount of target incentive compensation per individual plan participant, which typically ranges from 10% to 80% of total compensation (and can range from approximately 61% to 78% of the named executive officers’ total compensation). The Compensation Committee believes the use of a long-term incentive award program with targets that span a three-year performance period balances risk and reward by discouraging excessive risk that could threaten our long-term value, but at the same time encourages innovation to build our value in the short- and long-term. The Compensation Committee also reviews our program for design features that have been identified by experts as having the potential to encourage excessive risk-taking, such as: (A) too much focus on equity, (B) compensation mix overly weighted toward short-term results, (C) highly leveraged payout curves and steep payout cliffs at specific performance levels that could encourage short-term actions to meet payout thresholds, and (D) unreasonable goals or thresholds. After its consideration of the foregoing factors, the Compensation Committee has determined that our compensation programs and policies do not create risks that are reasonably likely to have a material adverse effect on us. 24   AMN HEALTHCARE SERVICES, INC.     2020 Proxy Statement               CORPORATE  GOVERNANCE               CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE OVERSIGHT The Governance and Compliance Committee considers the risks associated with our corporate governance practices, leadership succession process, ethics and compliance programs, including our healthcare, clinical and employment regulatory compliance practices, and quality programs. Among other things, the Governance and Compliance Committee’s responsibilities include: Overseeing matters of corporate governance, including preparing and recommending to the Board the Governance Guidelines, Overseeing director succession practices, including identifying potential director candidates for the Board and recommending director nominees to the Board for approval, Reviewing our leadership succession programs and processes and our CEO succession plans, Reviewing the organization, implementation and effectiveness of the Company’snon-financial compliance and quality programs, including the Company'sCompany’s employment, healthcare and clinical compliance practices and risk oversight of the credentialing of candidates toto ensure that the Company is placing qualified healthcare professionals, Reviewing any significant events investigated under our compliance and ethics programs and the Company'sCompany’s Code of Conduct (other than financial matters or misconduct that are reviewed by the Audit Committee), and Overseeing the Company’s shareholder outreach program relating to corporate governance matters. The Governance and Compliance Committee reviews the Company'sCompany’s practices and approach with respect to corporate governance and regulatory compliance to ensure that its corporate governance and compliance structures provide a foundation for achieving long-term shareholder value. This responsibility goes hand in hand with its oversight of the Company'sCompany’s leadership succession process to not expose the Company to leadership gaps and the consequences flowing from such gaps. AMN HEALTHCARE SERVICES, INC. 2019 Proxy Statement 25 CORPORATE GOVERNANCE The Governance and Compliance Committee also reviews and discusses with our management relevant quality metrics, performance improvement, compliance with certification standards and related laws and regulations as well as our enterprise risk management processes relating to the quality of our services and compliance with regulatory requirements. The Governance and Compliance Committee believes the Company'sCompany’s sound corporate governance practices, ethics and compliance infrastructure, comprehensive leadership success program and extensive quality programs are designed to shield the Company from risk that is reasonably likely to have a material adverse effect on us. Director Independence     Director Independence The Board has adopted categorical standards for director independence, which we set forth in the Governance Guidelines and make available on our website. Under these standards, a director will not be considered independent if: (1) the director does not qualify as independent under Rule 303A.02(b) of the NYSE Listed Company Manual, (2) the director or an immediate family member is a partner of, or of counsel to, a law firm that performs substantial legal services for us on a regular basis, or (3) the director or an immediate family member is a partner, officer or employee of an investment bank or consulting firm that performs substantial services for us on a regular basis for which it receives compensation. AMN HEALTHCARE SERVICES, INC.   2020 Proxy Statement   25             CORPORATE GOVERNANCE                 The Board does not consider the following relationships to be material relationships that would impair a director’s independence: (1) the director or an immediate family member is an executive officer of another company that does business with us and the annual sales to, or purchases from, us are less than 1% of the annual revenues of the company for which he or she serves as an executive officer,

(2)

the director or an immediate family member is an executive officer of another company which is indebted to us, or to which we are indebted, and the total amount of either company’s indebtedness to the other is less than 1% of the total consolidated assets of the company for which he or she serves as an executive officer and such indebtedness is not past due, or

(3)

the director or an immediate family member serves as an officer, director or trustee of a charitable organization, and our discretionary charitable contributions to the organization are less than 1% of its total annual charitable receipts.

The Board has determined that director nominees Mark G. Foletta, Teri G. Fontenot, R. Jeffrey Harris, Dr. Michael M.E. Johns, Martha H. Marsh, Andrew M. Stern, Daphne E. Jones and Douglas D. Wheat all meet our categorical standards for director independence and the applicable rules and regulations of the NYSE and federal securities laws regarding director independence. Our CEO is the only member of our Board who the Board has not deemed independent.