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PROPOSAL 1:
ELECTION OF DIRECTORS
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Director Since: 2012
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Age: 57
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KEY SKILLS
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Audit Committee (Chair)
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✓
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Financial Expert
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✓
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Enterprise
Risk
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Executive Vice President and Chief Executive Officer
Tocagen Inc
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✓
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Healthcare Industry
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✓
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Mergers &
Acquisitions
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✓
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C-Suite
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✓
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Audit
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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. 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 February 2013, Mr. Foletta has served as a director of Regulus Therapeutics Inc., and is Chairman of its Audit Committee and a member of its
Nominating and Governance Committee. Since November 2014, Mr. Foletta has also served on the Board of DexCom, Inc., a publicly-traded company, where he is the Lead Director. Additionally, Mr. Foletta serves as a director of Viacyte, Inc.,
a privately held company. From August 2015 to July 2016, he 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).
AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
7
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PROPOSAL 1: ELECTION OF DIRECTORS
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Director Since: 2005
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Age: 63
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KEY SKILLS
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Corporate Governance Committee
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✓
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Compensation
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✓
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Governance
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Compensation and Stock Plan Committee
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✓
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Strategy
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✓
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Legal
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✓
Mergers and
Acquisitions
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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 the AMNs 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 developing our succession planning 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, when
Gen-Probe
Incorporated acquired it. Mr. Harris also served as director of Apogent Technologies, Inc. from 2000 until Fisher
Scientific International, Inc. acquired it in 2004. Since 2008, he has been a director of Guy & ONeill, Inc. He currently serves on the Board of Brookfield Academy, a
non-profit
entity, and
is Chairman of the Board and a
co-founder
of BrightStar Wisconsin Foundation, Inc., a
non-profit
economic development corporation. Additionally, Mr. Harris is a
director of Somna Management, Inc. and Okanjo Partners, Inc., both early stage technology companies.
8
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
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PROPOSAL 1: ELECTION OF DIRECTORS
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Director Since: 1999
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Age: 67
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KEY SKILLS
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Board of Directors (Chairman)
Executive Committee
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✓
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Healthcare Industry
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✓
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Legal and Governance
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Managing Partner
Wheat Investments, LLC
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✓
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Corporate Finance
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✓
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Strategy
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✓
Mergers &
Acquisitions
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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) Mothers Cookies, Inc., and (11) Stella Cheese Company.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE EIGHT DIRECTOR NOMINEES NAMED
ABOVE.
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14
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
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DIRECTOR COMPENSATION AND OWNERSHIP GUIDELINES
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DIRECTOR COMPENSATION
AND OWNERSHIP GUIDELINES
Members of the Board, who are not employees of the Company (
Independent Directors
), receive compensation for their service in
the form of cash and equity. Each form of compensation is evaluated by the Compensation Committee on an annual basis. The Compensation Committee believes director pay should be aligned with the long-term interests of shareholders, so it has
historically given substantial weight to the equity component, which represented 69% of our Independent Directors median total compensation in 2017. As part of their annual review process, the Compensation Committee evaluates a variety of sources
and benchmarks the compensation we pay our Independent Directors against our peer group and relevant market data. It also consults with an independent compensation consulting firm, Frederic W. Cook & CO., Inc. prior to issuing a
recommendation to the Board, which it has historically done in April. 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. Accordingly, the Compensation Committee has determined that the compensation we pay our Independent Directors falls slightly above the median of our 2017 peer group.
Director Cash Compensation
We pay our Independent Directors an annual cash retainer. 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. The table on the right sets forth the
current annual retainer schedule for our Independent Directors.
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Position
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Annual Retainer ($)
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Independent Director
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65,000
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(1)
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Chairperson of the Board
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100,000
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(2)
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Chairperson of Audit Committee
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30,000
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Chairperson of Compensation Committee
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15,000
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Chairperson of Corporate Governance Committee
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10,000
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Executive
Committee Member
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10,000
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(1)
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On April 1, 2017, we increased the annual retainer for our Independent Directors from $60,000 to $65,000.
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(2)
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On April 1, 2017, we increased the annual retainer for the Chairperson of the Board from $75,000 to $100,000.
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Director Equity Compensation
We typically grant full-value equity awards to
non-management
directors upon appointment or election to the Board, and annually thereafter during the directors term. We anticipate that we will continue to grant annual equity awards to
non-management
directors at
some level for the foreseeable future. Since 2010, the aggregate grant date fair value (
AGD
Fair Value
) of such awards has been approximately $135,000.
On April 18, 2017, we granted each
non-management
director
an equity award of 3,365 restricted stock units (
RSUs
) representing 69% of the total median compensation. The RSU awards will vest on April 18, 2018, and each director had the option of deferring receipt of the shares
underlying the RSUs until his or her separation of service.
26
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
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DIRECTOR COMPENSATION
AND OWNERSHIP GUIDELINES
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Director Compensation Table
The following table provides information
about the compensation that our directors earned during fiscal year 2017. The table does not include Ms. Salka, who received no additional compensation for her service as a director.
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Name
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Fees
earned or
paid in
cash ($)
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Stock
Awards
($)
(1)
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Total
($)
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Mark G. Foletta
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93,750
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135,021
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228,771
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R. Jeffrey Harris
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63,750
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135,021
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198,771
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Michael M.E. Johns, M.D.
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73,750
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135,021
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208,771
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Martha H. Marsh
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78,750
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135,021
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213,771
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Andrew M. Stern
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63,750
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135,021
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198,771
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Paul E. Weaver
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73,750
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135,021
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208,771
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Douglas D. Wheat
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157,500
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135,021
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292,521
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(1)
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The amount set forth in this column represents the AGD Fair Value of the 3,365 RSUs we granted each of our directors
on April 18, 2017, which will vest on April 18, 2018.
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Director
Equity Ownership Requirement
The Board believes that all directors should maintain a meaningful personal financial stake in the
Company to further align their long-term interests with those of our shareholders. Accordingly, it is the Boards 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 three times the directors annual cash retainer (i.e., $195,000).
The value of unvested RSUs and vested or unvested SARs and options are not taken into account in
determining whether a director meets our director equity ownership guidelines. As of December 31, 2017, all of our directors satisfy our director equity ownership guidelines.
AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
27
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COMPENSATION DISCUSSION AND ANALYSIS
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COMPENSATION DISCUSSION AND ANALYSIS
Introduction
The following Compensation Discussion and
Analysis (
CD&A
) provides a detailed description of the objectives, philosophy, practices and programs that comprise our named executive officers total rewards program. It also explains how the Compensation
Committee determines executive compensation under this program, as it takes great care in the development and refinement of a total rewards program that reflects its stewardship responsibility to AMNs shareholders while simultaneously ensuring
the availability of talent to lead our organization to achieve our strategic goals.
More specifically, this CD&A provides clear details
related to each of the following aspects of the total rewards program that has been designed for our named executive officers: (1) the objectives and philosophy, (2) the processes and criteria in place for proper oversight, (3) the
components of our named executive officers total rewards program, and (4) how each component fits into our Compensation Committees overall objective to support the Companys business strategy.
The Compensation Committee believes that our named executive officers are collectively, a strong, valuable, experienced, skilled and innovative team,
with a passion for the Company, its core values and delivering sustainable, long-term returns for our shareholders. Our named executive officers for the 2017 fiscal year are listed below.
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NAME
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CURRENT TITLE
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Susan R. Salka
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President and Chief Executive Officer
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Brian M. Scott
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Chief Financial Officer, Chief Accounting Officer and Treasurer
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Ralph S. Henderson
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President, Professional Services and Staffing
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Denise L. Jackson
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Chief Legal Officer and Corporate Secretary
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Executive Summary
Our
pay-for-performance
focused executive compensation program is designed to motivate our leaders to build sustainable long-term shareholder value. Among other things, the Compensation Committee premises our executive compensation objectives on the following guiding
principles:
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to align pay with performance, with variable pay constituting a significant portion of total compensation;
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to create commonality of interest between our executives and shareholders by tying realized compensation directly to
changes in shareholder value;
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to support the attainment of our short- and long-term financial and strategic objectives;
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to attract, retain and motivate highly skilled and innovative executives who will lead us to be the thought leader and
driver of innovation within our industry; and
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to foster a culture of integrity and ethics where team members are treated with respect and appreciation for their
contributions.
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To support our objectives, we have designed an executive compensation total rewards program that includes
(1) base salary, (2) annual bonuses, and (3) long-term incentive awards, which constitutes a significant portion of our named executive officers total pay.
28
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
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COMPENSATION DISCUSSION
AND ANALYSIS
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Below is a
summary relating to the total rewards compensation package we provide our named executive officers.
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What We Do
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☑
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Executive Compensation Philosophy
.
We maintain an Executive Compensation
Philosophy, which was reviewed and revised in February 2018, to expressly capture our commitment to equal pay and fostering a culture of ethics.
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☑
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Align Pay with Performance
.
We align our named executive officer pay with actual
total shareholder return and financial performance, with variable pay constituting 73% of our CEOs total compensation and at least half of the total compensation for each of our other named executive officers in 2017.
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☑
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Reward Increases in Shareholder Value
.
We grant performance restricted stock
units (
PRSUs
) based on absolute and relative total shareholder return (
TSR PRSUs
) over a three-year performance period, which is intended to reward named executive officers for above-market stock
performance (relative to companies in the Russell 2000 Index) or hold them accountable for relatively poor stock performance (relative to companies in the Russell 2000 Index).
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☑
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Grant PRSUs that Focus on Our Long-Term Goals
.
We grant PRSUs that vest based on
our long-term AEBITDA margin goals (
AEBITDA PRSUs
).
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☑
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Ownership Guidelines
.
We have meaningful stock ownership requirements for our
named executive officers.
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☑
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Cap Incentive Awards
.
We maintain a cap on annual bonus awards for our named
executive officers under our 2017 Senior Executive Management Incentive Bonus Plan (the
Bonus Plan
).
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☑
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Bonus Awards Based on Objective and Key Financial Metrics
.
70% of our Bonus Plan
target for each named executive officer is based on achieving our annual revenue and AEBITDA targets, two key financial metrics for the Company. The remaining 30% is based on objective
non-financial
criteria
such as execution on key initiatives.
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☑
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Utilize Independent Compensation Consultant
.
Our Compensation Committee utilizes
the services of an independent and reputable compensation consultant, Frederic W. Cook, to provide recommendations on our named executive officers pay.
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☑
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Responsible Use of Shares
.
We judiciously grant shares under our The AMN
Healthcare 2017 Equity Plan (the
Equity Plan
), and our share utilization rate under our Equity Plan falls below industry norms.
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☑
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Appropriate Peer Group Selection
.
We regularly review our designated peer group
to ensure that our compensation program is properly aligned with the actual peers with which we compete for talent and business
.
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What We Dont Do
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☒
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No Risky Programs
.
We do not engage in compensation programs that create undue
risk.
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☒
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No Pledges or Hedges of, or Liens on, Our Common Stock
.
We prohibit the pledging
of, or hypothecating, or otherwise placing a lien on, any Common Stock or other equity interests of the Company. We also prohibit hedging.
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No Employment Contracts Other than with CEO
.
We do not provide employment
contracts other than for our CEO.
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☒
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No New Tax
Gross-ups
.
We have committed
to cease entering into new employment or other agreements with tax
gross-ups
for named executive officers.
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☒
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No Options or SARs
.
We have not granted equity awards in the form of options or
SARs since 2010.
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AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
29
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COMPENSATION DISCUSSION AND ANALYSIS
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2017 Financial, Operational and Stock Performance Highlights
A long-standing principle of our executive compensation program is to link pay to performance. Accordingly, when making compensation
decisions, we analyze our financial, operational and stock performance and execution on strategic initiatives.
As set forth below, the Company
delivered strong financial and stock performance in 2017 and continued to make significant progress on our long-term strategic goals.
(1)
Some of our highlights for 2017 included:
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The price of our Common Stock increased 28% in 2017, from $38.45, the closing price on December 31, 2016, to
$49.25, the closing price on December 31, 2017. We ranked in the 95th percentile in total shareholder return for the three-year period ended December 31, 2017 among companies comprising the
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Russell 2000 Index as of December 31, 2014 with a cumulative total shareholder return for the last three years (i.e., since December 31, 2014) of 165%.
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Our consolidated AEBITDA
(2)
increased year-over-year by
approximately 8
%
, from $236.9 million to $256.4 million.
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Our annual consolidated AEBITDA margin
(3)
increased 40 basis
points year-over-year, from 12.5% to 12.9%.
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We renewed our share repurchase program of up to $150 million and repurchased 486,543 shares of our Common Stock
in 2017 at an average price of $41.41 per share, resulting in an aggregate purchase price of $20.2 million.
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We continued to make progress on our long-term initiative of significantly upgrading our front and back office
technology platforms in order to deliver
best-in-class
client and healthcare professional experiences and optimize the efficiency of our business operations.
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The following charts compare our
year-over-year performance on certain financial metrics that we utilized in making compensation decisions for our named executive officers in 2017.
(1)
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For more detail regarding our financial results, please see our
2017 annual report on Form
10-K
filed by us with the SEC on February 16, 2018 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 2017 annual report on Form
10-K.
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(2)
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For information on AEBITDA, which stands for adjusted earnings
before interest, taxes, depreciation and amortization, and a reconciliation of it to our 2017 net income, please see
Exhibit B
to this proxy statement (page B-1).
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(3)
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AEBITDA margin represents, as a percentage, AEBITDA divided by
consolidated revenue.
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30
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
Consolidated revenue (MM) $1,988 $1,902 2016 revenue 2017 revenue 5% yoy growth Consolidated AEBITDA (MM) 12.9% margin
12.5% margin $256.4 $236.9 2016 AEBITDA 2017 AEBITDA 8% yoy growth
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COMPENSATION DISCUSSION
AND ANALYSIS
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The Compensation
Committee placed considerable emphasis on our TSR as well as financial and operational performance over the past 12 months in determining our CEOs 2017 cash bonus as well as her 2017 equity awards. Because certain compensation information
included in this proxy statement spans the last three fiscal years, we have set forth below our cumulative total shareholder return and compound annual growth rate for the
one-,
two-
and three-year periods ended December 31, 2017.
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Period
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Cumulative Total
Shareholder Return
(1)
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Compound
Annual
Growth Rate
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Common Stock Price
at Beginning of Period
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One-Year Period Ended December 31, 2017
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33%
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N/A
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$
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38.45
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Two-Year Period Ended December 31, 2017
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54%
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26%
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$
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31.05
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Three-Year Period Ended December 31,2017
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165%
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36%
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$
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19.60
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(1)
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The closing price of our Common Stock on December 29, 2017 (the last trading day of the year) was $49.25.
Cumulative total shareholder return is 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.
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2017 Compensation for Our Named Executive Officers
Numerous factors influenced our compensation decisions for 2017 with the customary overarching goal of closely linking pay to performance. In 2017,
performance-based cash incentives and equity compensation (which is inherently linked to performance) comprised 73% of our CEOs compensation, and 56%63% of the total compensation for each of our other named executive officers.
To illustrate this, the chart set forth below reflects the percentage breakdown of our CEOs 2017 compensation as set forth in the Summary
Compensation Table.
As the Compensation Committee has consistently done throughout the past several years, it based its 2017
compensation decisions around financial goal setting for 2017 and other actions influencing executive compensation on
AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
31
Ceo compensation at risk 5% 22% 14% 59% 73% at risk Salary bonus equity other
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COMPENSATION DISCUSSION AND ANALYSIS
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the expectation that (1) we would achieve market-leading revenue and AEBITDA growth on a consolidated basis and within each of our business segments, and (2) our named executive
officers would lead their teams to successfully execute our business strategy in a manner that reflected our core values. Due to our solid operational performance and financial results, each named executive officer earned 85% of his or her target
bonus that was tied to the Companys 2017 financial performance.
We set forth below the breakdown of each named executive officers
compensation for 2017 as taken from the Summary Compensation Table.
Response to 2017
Say-on-Pay
Vote
At our 2017 Annual Meeting of Shareholders held on April 19, 2017, we received approximately 96%
support on our
say-on-pay
proposal regarding the executive compensation of our named executive officers identified in our 2017 proxy statement. Our
compensation program has remained consistent with that set forth in our 2017 proxy statement. We believe the following four themes remain important among our investors: (1) compensation
should correlate to company performance, (2) performance awards should constitute an important component of long-term incentive awards, (3) performance measures beyond total shareholder
return should be considered, and (4) variable compensation should be designed to motivate, reward and retain executives.
32
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
Summary of our Named executive Officers Compensation in 2017
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COMPENSATION DISCUSSION
AND ANALYSIS
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The Compensation Committee believes that our executive compensation program in 2017 satisfied each of the
four themes identified above. In 2017, the Compensation Committee took the following actions:
(1)
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Continued to use PRSUs tied to total shareholder return and financial goals (i.e., AEBITDA) over a three-year period,
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(2)
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Established goals of 7.8% and 8.2% year-over-year consolidated revenue and AEBITDA growth, respectively, that we needed
to satisfy in order for the named executive officers to receive their target bonuses,
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(3)
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Modestly adjusted base salaries upward in 2017 to more closely align with industry and peer group pay practices and
reward strong performance, and
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(4)
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Continued to reward named executive officers for strong financial, operational and Common Stock performance through the
use of reasonable, competitive amounts of incentive based compensation.
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In 2018, based on discussions with
our shareholders and input from the Compensation Committees independent consultant, the Compensation Committee made adjustments to the vesting schedule and maximum payouts of new equity awards to reduce complexity and reflect more common
market practices (e.g., a three-year ratable vesting schedule for its time-vested RSUs).
Our
Compensation Program Philosophy and Objectives
A guiding principle of our Executive Compensation Philosophy is that compensation realized by executives
should generally reflect the individual skills and contributions of the executive in achieving the strategic, financial and operational goals of the Company and the leadership they demonstrate in promoting our values-based culture. Additionally,
corporate governance best practices and the annual shareholder advisory vote on executive compensation are also considered in the design of our executives total rewards package. Our philosophy embraces the following principles, which the
Compensation Committee sets forth in its Executive Compensation Philosophy, and is available in the Corporate Governance section under the Investor Relations tab of our Companys website at
www.amnhealthcare.com
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Be performanced-based, with variable pay constituting a significant portion of total compensation,
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Create commonality of interest between our executives and shareholders by tying realized compensation directly to
changes in shareholder value,
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Focus on propelling growth in the attainment of our short- and long-term financial and strategic objectives,
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Reward our executives for long-term improvement in shareholder value,
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Provide pay based on performance without regard to legal classification,
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Attract, retain and motivate highly skilled and innovative executives that embrace and promote AMNs values-based
culture that fosters innovation,
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Build a strong talent base to reinforce our succession planning objectives,
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Be competitive with companies in our peer group,
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Maximize the financial efficiency of the overall program from, including but not limited to tax, accounting, and cash
flow perspectives, and
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Ensure that corporate governance practices and the impact of our
say-on-pay
proposals are upheld.
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With these principles as our foundation, 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 market leader and innovator in
healthcare workforce solutions and staffing services, (2) growing our overall revenue mix from workforce solutions and technology and (3) delivering a superior customer experience through operational excellence and agility.
The primary components of our executive compensation program(1) base salary, (2) annual cash performance bonuses, and
(3) long-term equity incentive awardsreflect the implementation of our executive compensation philosophy. The Compensation Committee is provided with benchmarking information of each of these components at the 25th percentile, the median,
75th and 90th percentile utilizing companies, including all members of our peer group, that are similar to us in terms of business type, revenue and market capitalization. The Compensation Committee considers benchmarking data
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as a reference point rather than determinative. Compensation for specific individuals may vary, sometimes significantly, 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 considerations.
BASE SALARY
We
utilize base salary as an essential component of our executive compensation program. We utilize base salary to attract and retain talented executives and to provide them with a fixed base of cash compensation. As set forth below, we analyze a
variety of factors in addition to peer group comparative information in setting salaries for our named executive officers.
CASH INCENTIVE PERFORMANCE BONUS
The principles associated with our performance-based compensation reflect a balance of objectives. Our annual cash incentive consists of (1) a
financial performance component that we base solely on our annual operational results as measured against certain financial metrics (the
Financial Component
) and (2) a
non-financial
component based on, among other things, (A) our performance relative to our direct competitors and (B) individual leadership contributions (the
RP/Leadership
Component
). We focus the Financial Component on the achievement of financial targets set out in our annual operating plan that we set with the goal of achieving what we believe constitutes above market performance in the healthcare
workforce solutions industry. Because we base our annual operating plan on goals related to the execution of our operational and business strategies, the annual cash incentive plan supports the achievement of our strategic goals. The RP/Leadership
Component of our annual cash incentive focuses on incentivizing both superior performance over our direct competitors as measured against certain financial metrics, achievement of a significant strategic and operational goals and effective
leadership in line with our core values and executive leadership competencies. The Compensation Committee also considers relative and total shareholder return in determining our CEOs award under the RP/Leadership Component.
LONG-TERM EQUITY INCENTIVES
We believe our long-term incentives should consist primarily of equity. We provide such incentives through our Equity Plan, which our shareholders last
approved in April 2017. The principles guiding the design of our long-term incentive plans include utilizing long-term incentives to (1) align executive and shareholder interests, (2) enhance focus on improvements in operating performance
and the creation of shareholder value, (3) drive achievement of our long-term strategic objectives, (4) support long-term retention of key contributors and (5) retain and motivate potential CEO successors. We also believe that the
aggregate cost of long-term incentives should be reasonable in comparison to our peer group, should avoid excessive levels of shareholder value transfer in relation to our peer group and should be reasonable in cost in light of our annual and
long-term operating plans. With the foregoing principles in mind, our long-term incentive plan utilizes three primary vehicles for all named executive officers as follows:
✓
PRSUs Based on Total Shareholder Return
.
We utilize TSR PRSUs, the ultimate realizable value
of which depends on performance against two measures: (1) a relative basis 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.
Because our TSR PRSU awards measure relative total shareholder return and absolute total shareholder return over a three-year period, we believe this type of award encourages longer-term strategic focus on the creation of shareholder value beyond
execution of annual financial targets.
✓
PRSUs Based on Annual AEBITDA
Margin
.
Beginning in 2013, we created our AEBITDA PRSU to further incentivize our named executive officers to achieve certain AEBITDA margin goals to support our strategic objectives.
✓
Time-Vested RSUs
.
A common equity vehicle we utilize as part of our long-term incentive program to motivate
our named executive officers are time-vested RSUs, full-value awards with the ultimate value based on the price of our Common Stock. In addition to the interests of our named executive officers with shareholders, we also believe these type of awards
operate as a necessary and effective retention tool, which is consistent with our compensation principles and a common practice among our peers.
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COMPENSATION DISCUSSION
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Our Compensation Program Oversight
RESPONSIBILITIES OF THE
COMPENSATION COMMITTEE
The primary responsibilities of the Compensation Committee include oversight of our executive compensation programs. Specifically, this includes:
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determining the compensation of our CEO and, in partnership with our CEO, establishing the compensation of all other
named executive officers, including salary, cash incentives and equity awards,
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designing our incentive compensation programs and administering our Equity Plan and Bonus Plan,
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establishing the financial metrics and performance targets under our incentive compensation programs, and
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as set forth more fully above (see page 19 above), analyzing the risk associated with our compensation practices.
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The Compensation Committee reviews all components of compensation of the named executive officers and other senior officers that
directly report to our CEO on an annual basis and will consider changes at other times if a change in the scope of an officers responsibilities justifies such consideration. In so doing, the Compensation Committee uses the services of an
independent compensation consultant, Frederic W. Cook & Co., and considers the analysis and advice of its compensation consultant in discharging its responsibilities. Representatives of Frederic W. Cook & Co. attend
Compensation Committee meetings and have direct access to the Compensation Committee members without management involvement. The Compensation Committee has the sole authority to hire and terminate its compensation consultant.
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 relating to financial performance and compensation levels, (2) the
individuals 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). With respect to our Bonus Plan, which our shareholders last approved in April 2017, the Compensation Committee, as the administrator, designates which participants are eligible
for an award, the performance criteria for the award and the maximum award each year. Prior to or at the beginning of each fiscal year, the Board sets financial targets for our performance.
Thereafter, the Compensation Committee sets the range of financial performance and corresponding targets for the named executive officers cash incentive compensation under the Bonus Plan.
The Compensation Committee may also grant annual equity awards under our Equity Plan. In addition to annual grants, the Compensation Committee has
granted equity awards to key employees upon their initial employment, promotion or as special retention awards. To further serve this purpose, the Board adopted our 2014 Employment Inducement Plan under which we may issue up to 200,000 shares of our
Common Stock to certain prospective employees. In the Compensation Committees discretion, it may authorize our CEO to grant equity awards to
non-officer
employees within certain individual and aggregate
thresholds with the effective date of each such grant generally being the effective date of the grantees promotion or commencement of employment. The Compensation Committee reviews any awards granted by our CEO. The Compensation Committee does
not have any policy or practice to time the grant of equity awards in conjunction with the release of material
non-public
information.
OUR 2017 PEER GROUP
The duties of the Compensation Committee require specific knowledge regarding the executive compensation market. Accordingly, to understand our
position within the marketplace for management talent and to assist the Compensation Committee in making 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.
Because the Compensation Committee compares our performance against that of our peer group as part of its oversight responsibilities,
it must determine our peer group. Indeed, the Compensation Committee believes that one of the most important factors it must consider in ensuring that our compensation program remains competitive, is the proper identification and selection of our
peers, as we often compete for executive talent with
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such peers. Accordingly, the Compensation Committee evaluates and modifies, as appropriate, the members of our peer group annually. We select peers from the healthcare, commercial and
professional services industries, and target those companies operating in the
recruitment, staffing and management services sectors. Like us, many of our peers are in both the S&P SmallCap 600 Index and the S&P Composite 1500 Index. Our 2017 peer group as
determined by our Compensation Committee was as follows:
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OUR 2017 PEER GROUP
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Amedisys, Inc.
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Korn/Ferry International
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Cross Country Healthcare, Inc.
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LHC Group, Inc.
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Healthcare Services Group, Inc.
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MEDNAX, Inc.
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Tivity Health, Inc.
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On Assignment, Inc.
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Huron Consulting Group Inc.
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Premier, Inc.
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Insperity, Inc.
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Team Health Holdings, Inc.
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Kforce,
Inc.
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TrueBlue, Inc.
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Our 2017 peer group ranged from approximately
$540 million to $3.38
billion in
revenues based on each peers most recently reported four fiscal quarters and from approximately $470 million to
$4.95 billion in market capitalization. For purposes of comparison, our consolidated revenue for our most recently
reported last four fiscal quarters equaled $1.97 billion and our market capitalization as of December 31, 2017 equaled approximately $2.38
billion, placing us fifth in our 2017 peer group for both metrics.
As it does annually, in July 2017, the Compensation Committee evaluated our peer group for 2018 using, among other metrics, annual revenue and market
capitalization.
During its evaluation, the Compensation Committee removed two companies from our 2017 peer group, noting that Team Health
Holdings, Inc. was no longer a publicly traded company and that Tivity Health, Inc.s revenues and market capitalization was no longer
competitive as it had fallen below the 25th percentile of our 2017 peer group.
In
determining appropriate replacements for the two companies, the Compensation Committee reviewed (1) our 2017 peer group, (2) peers utilized by Institutional Shareholder Services (
ISS
) that were not in our 2017
peer group, (3) companies that were not in our 2017 peer group that disclosed us in their proxy statement as part of their peer group and (4) companies within our GICS code that met ISSs revenue band criteria. Based on its
evaluation, the Compensation Committee made the following changes to our peer group effective for 2018:
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Included for
2018
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Removed in
2017
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Allscripts
Healthcare Solutions, Inc.
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Team Health Holdings, Inc.
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Robert Half
International Inc.
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Tivity Health, Inc.
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COMPENSATION DISCUSSION
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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 certain pay practices are viewed with disfavor by shareholders or proxy advisory services 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 with a balance of short- and long-term incentives. The principal components of our executive compensation program include:
(2)
|
short-term or annual performance awards in the form of cash bonuses,
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(3)
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long-term incentive awards,
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(4)
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a
non-qualified
deferred compensation plan as well as benefits generally
available to all of our employees, and
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(5)
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for our CEO, an employment agreement with severance provisions and, for our other named executive officers, severance
arrangements.
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BASE SALARY
Base salary serves as the first component of our executive compensation program. In setting base salaries, the Compensation Committee considers a
number of factors, including:
(1)
|
the market salary for similarly situated executives within our peer group and other companies of similar revenue size
and market capitalization,
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(2)
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our operational and financial performance,
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(3)
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our stock performance,
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(4)
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individual performance, skills, knowledge, tenure, experience and responsibilities, and
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(5)
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for those who report to her, the recommendations of our CEO.
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We manage salary changes to fall within our annual budget. We evaluate our operational and financial performance in light of our annual internal
objectives and our annual operating plan, the healthcare staffing industry performance and peer benchmarking data. We evaluate our stock performance against our peer group and the Russell 2000 Index. Our CEO bases her recommendations on the same
factors the Compensation Committee considers, and her recommendations are particularly helpful for the Compensation Committee to evaluate the other executive officers performance, knowledge, skills, experience and responsibilities.
CASH INCENTIVE PERFORMANCE BONUS
Annual cash performance bonus opportunities serve as the second component of our executive compensation program. The Bonus Plan is the mechanism by
which the Compensation Committee provides such opportunities. We intend our Bonus Plan to provide a strong incentive for our officers to achieve annual financial objectives that support our strategic objectives. Although certain details of the
annual bonus incentive may change from year to year based upon the Compensation Committees focus, a few key components comprise its general structure, including specific financial goals based on our annual operating plan. The metrics typically
include such financial measures as consolidated revenue and consolidated AEBITDA. The Compensation Committee sets threshold, target (i.e., 100%) and maximum amounts for bonuses and a weight for each metric that corresponds to the level
of achievement we require to trigger a threshold, target or maximum bonus for the named executive officer under such metric. The
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threshold level for each metric typically starts at a minimum performance level, e.g., 90% of the targeted consolidated AEBITDA. 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 AEBITDA 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. A portion of the bonuses has been based on
non-financial
factors, such as performance relative to direct competition, leadership, achievement of strategic objectives and TSR.
In setting each named executive officers target bonus, the Compensation Committee evaluates benchmarking data for comparable positions generally
and within our peer group, the recommendations of our CEO (except with respect to her target bonus), individual performance, knowledge, experience and responsibilities, and the amount of the potential bonus under various performance scenarios. As
with base salary, the Compensation Committee considers these factors in the context of each individuals total cash compensation as well as the total compensation package (i.e., equity and cash) generally.
As set forth in our Executive Compensation Philosophy, the principles governing the annual design include the following:
(1)
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the metrics must be tied to key indicators of our success and our annual objectives,
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(2)
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the performance goal must be reasonably achievable and viewed as fair, while at the same time encouraging stretch
performance,
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(3)
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the metrics must be simple to understand and can be influenced by the subject executive,
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(4)
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the portion of an individuals target annual cash compensation attributable to target annual bonus should increase
with successively higher levels of responsibility, and
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(5)
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payouts should reflect our performance as well as the performance of the subject executive.
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The Compensation Committee may amend the Bonus Plan at any time and may also amend any outstanding award granted under the Bonus Plan, provided it may
not amend the Bonus Plan without the approval of our shareholders if the amendment would affect the tax deduction of payments made under it.
LONG-TERM INCENTIVES
Long-term incentives in the form of equity awards serve as the third component of our executive compensation program. Under our Equity Plan, we grant
equity awards, with various vesting parameters, typically three years in length, to named executive officers and key employees as an incentive to have a long-term perspective in supporting and developing our 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 program. In 2017, we utilized TSR PRSUs and AEBITDA PRSUs for performance-based equity
for all of our named executive officers.
In general, we believe long-term equity incentive opportunities should be targeted to approximately the
market median so that when combined with base salary and target annual bonus, total compensation falls around the median of market levels.
The
following principles govern the design of our long-term incentives:
(1)
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performance periods should cover multiple years to create balance between short- and long-term objectives,
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(2)
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long-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,
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(3)
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awards should support long-term retention of key contributors through vesting,
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(4)
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aggregate annual share usage should be carefully managed to avoid excessive levels of shareholder value transfer in
relation to those of our peer group, and
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(5)
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the 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 and longer-term operating plans.
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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 (the
Deferred Compensation Plan
) primarily as a result of a market review that indicated that a deferred compensation plan was a significant component
of
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COMPENSATION DISCUSSION
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executive compensation. We exclude our named executive officers from participating in our 401(k) plan, primarily to assist us in satisfying discrimination testing performed on our 401(k) plan.
The Deferred Compensation Plan serves as the only retirement plan for our management, including 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.
We also offer healthcare insurance and other employee benefit
programs 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.
LIMITED PERQUISITES
Consistent with our executive compensation philosophy and our commitment to align pay with performance, we have generally refrained from providing
perquisites to our named executive officers. However, in September 2017 our CEO relocated to Dallas, Texas to provide increased executive leadership to our more than 600 employees
located in our Dallas office. In connection with her relocation and to better support our Dallas offices strategic objectives, the Company agreed to pay Ms. Salka a monthly housing
allowance, which the Compensation Committee will review and evaluate on an annual basis. In 2017, the Company paid $32,000 in housing allowances to our CEO.
EMPLOYMENT AND SEVERANCE AGREEMENTS
Severance arrangements serve as the fifth component of our executive compensation program. We are party to an employment agreement with our CEO, which
contains severance provisions, and have entered into severance agreements with each of our other 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 Committees experience. We describe the terms of these agreements more fully in the section entitled
Termination of Employment and Change in Control Arrangements below.
Our 2017 Compensation Program and Results
Our named executive officers 2017 direct compensation consisted of: (1) a base salary; (2) cash incentive bonus based on performance;
(3) long-term equity incentives and (4) all other compensation, typically ranges from 1%5% of our CEOs total compensation. We discuss each component of our 2017 compensation program for our named executive officers in more
detail below.
BASE SALARY
In late 2016, the Compensation Committee reviewed annual base salary levels for the named executive officers, and after careful consideration, approved
increases effective January 1, 2017 ranging from three to six percent from the previous year, as set forth in the table immediately to the right. In December 2017, the Compensation Committee considered base salaries of our named executive
officers for 2018. In making determinations, the Compensation Committee considers, among other things, peer group benchmarking, individual and company performance.
When benchmarking Ms. Salkas 2017 base salary, it was below the median among other CEOs among our peers.
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Named Executive
Officer
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2016 Salary
($)
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2017 Salary
($)
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Increase
%
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Susan R. Salka
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790,000
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837,400
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6
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Brian M. Scott
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450,000
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465,000
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3
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Ralph H. Henderson
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450,000
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465,000
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3
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Denise L. Jackson
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375,000
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390,000
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4
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COMPENSATION DISCUSSION AND ANALYSIS
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BONUS PLAN
Target Bonus
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In January 2017, the Compensation Committee reviewed the target bonus level for each named executive officer, which we express as a percentage of annual base salary. After careful consideration of peer group data and other
benchmarking information, the Compensation Committee decided to maintain the existing bonus percentage target for Mr. Scott and Ms. Jackson while increasing the target percentage for Ms. Salka and Mr. Henderson.
The table below shows 2017 target bonus information for each named executive officer both in dollar amount and a percentage of salary together with,
for comparative purposes, the same figures for 2016.
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Named Executive Officer
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2016 Bonus Target
(% of
Salary)
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2017 Bonus Target
(% of
Salary)
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2016 Bonus
Target ($)
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2017 Bonus
Target ($)
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Susan R. Salka
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100
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110
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790,000
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921,140
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Brian M. Scott
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85
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85
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382,500
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395,250
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Ralph S. Henderson
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75
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85
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337,500
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395,250
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Denise L. Jackson
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60
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60
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225,000
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234,000
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We believe that Ms. Salkas 2017 dollar bonus target fell around the median among CEOs within our 2017
executive compensation peer group, which the Compensation Committee believed was appropriate as an incentive since Ms. Salkas base salary fell below the median.
Structure of our Bonus Plan
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In 2017, and
consistent with previous years, the Financial Component comprised 70% of our named executive officers total target bonuses, and the RP/Leadership Component comprised the remaining 30%. Beginning in 2017, Mr. Hendersons Financial
Component bonus is tied to the Companys consolidated annual revenue and AEBITDA goals due to his oversight of businesses within each of our reporting segments.
We tied the Financial Component of the bonus to the achievement of financial targets set forth in the Companys 2017 Annual Operating Plan
(the
2017 Ops Plan
) that we understood had represented above market growth for our three business segments on a consolidated basis.
In 2017, the weighting of the performance metrics was consistent for each of our named executive officers:
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Named Executive
Officer
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Consolidated
Revenue
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Consolidated
AEBITDA
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RP/
Leadership
Component
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Susan R. Salka
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35%
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35%
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30%
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Brian M. Scott
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35%
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35%
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30%
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Ralph S. Henderson
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35%
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35%
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30%
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Denise L. Jackson
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35%
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35%
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30%
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Rationale of Annual Bonus Performance
Goals
.
The Compensation Committee has continued to utilize financial, relative performance and leadership goals in its annual incentive bonus program over the last several years for a variety of
reasons. It chose revenue because it believes it remains to be one of the most reliable measurements to evaluate the success of our strategy, which is to grow as a workforce solutions company. It also selected revenue because investors focus on
revenue growth as a metric when evaluating our performance. The Compensation Committee also chose AEBITDA, and understands its widespread acceptance among management, the Board, shareholders and
analysts to assess our profitability and performance. Both revenue and AEBITDA (along with net income) are routinely areas of focus during our earnings calls. Furthermore, the Compensation
Committee believes AEBITDA is an objective measure of managements performance, and it excludes items over which management has less control, such as amortization, interest expense and taxes. The Compensation Committee uses the RP/Leadership
Component to, among other things, distinguish among individuals with respect to
non-financial
metrics, such as leadership, personal performance, and contributions and execution on our strategic and operational
initiatives.
40
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPENSATION DISCUSSION
AND ANALYSIS
|
The actual consolidated revenue and consolidated AEBITDA targets on which the bonuses are based
represented growth that the Compensation Committee believed exceeded general organic growth rates in the markets we serve. The threshold for a named executive officer to receive a bonus on the consolidated financial metrics required achievement of
90% of our 2017 Ops Plan target for each of
Pre-Bonus
AEBITDA (
Pre-Bonus
AEBITDA
)
(4)
and
consolidated revenue. For information
on the calculation of
Pre-Bonus
AEBITDA, and a reconciliation of it to our 2017 net income, please see
Exhibit B
to this proxy statement (page
B-1).
Additionally, receipt of the target bonus amount for each financial metric required the Company to meet 100% of our 2017 Ops Plan for that metric, which represented roughly 8% year-over-year growth for both
consolidated revenue and AEBITDA (all of which constituted organic growth).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Metric
|
|
2017 Ops Plan
Target
|
|
|
2017 Results
|
|
|
$ Variance From
2017 Ops
Plan
Target
|
|
|
% Variance From
2017 Ops
Plan
Target
|
|
Consolidated Revenue
|
|
|
2,050,000
|
|
|
|
1,988,454
|
|
|
|
(61,545
|
)
|
|
|
(3
|
)
|
Pre-Bonus
AEBITDA
|
|
|
262,965
|
|
|
|
263,411
|
|
|
|
446
|
|
|
|
0
|
|
2017 Bonus Plan Payouts.
We have set forth a table below ($ in thousands) that summarizes how we performed against the 2017 Ops Plan financial performance metrics that were utilized, in whole or in part, in determining the Financial Component
portion of our named executive officers bonuses.
With respect to the second component, the Compensation Committee believes our named
executive officers provided strong leadership in 2017 that resulted in good financial and operational results for the Company on both an absolute and relative basis (i.e., compared to our executive compensation peers, the Russell 2000). We continued
to deliver annual organic revenue, which grew by 4% year-over-year, and AEBITDA growth of 8%, as well as a cumulative total shareholder return of 33
%
. However, our Compensation Committee also recognizes that the future poses additional
challenges that are distinct from the past. For
that reason, among others, the Compensation Committee decided to tie the RP/Leadership Component for each named executive officer in 2017 to the implementation of new front and back office
enterprise information technology systems across the Companys portfolio. Given the importance of this initiative, the Compensation Committee decided to base the achievement of the RP/Leadership Component for each named executive officer in
2017 primarily on the achievement of a successful implementation to the upgraded platform. We now anticipate that the new platform will launch in the first half of 2018 in our locum tenens segment.
As a result, we will not determine the amount that any named executive officer earns under this component of the 2017 bonus until June 2018, and we
will report the amount that we pay under this component, if any, as compensation for 2018.
(4)
|
We use
Pre-Bonus
Adjusted EBITDA solely to determine bonuses.
Pre-Bonus
Adjusted EBITDA excludes from Adjusted EBITDA the payment of bonuses and, other extraordinary items not contemplated in the 2017 Ops Plan. We identify this measurement as
Pre-Bonus
AEBITDA in this proxy statement. Under no circumstances should
Pre-Bonus
AEBITDA be used to substitute for any other financial metric and is used
by us solely to determine bonus amounts.
|
AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
41
|
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|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
|
|
|
|
|
|
The tables below set forth metrics and
summary calculations for each named executive officers bonus amounts under the RP/Leadership Component together with the final amounts under the Financial Component, which makes up 70% of the total bonus amount.
|
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|
|
|
|
|
|
|
|
|
|
|
MS. SALKAS BONUS METRICS
|
|
|
|
Pre-Bonus
AEBITDA
|
|
|
Revenue
|
|
|
RP/Leadership
|
|
Levels
|
|
% of Target
|
|
|
Pre-Bonus
AEBITDA
($ in 1000s)
|
|
|
Bonus
Amount ($)
|
|
|
% of Target
|
|
|
Revenue
($ in 1000s)
|
|
|
Bonus Amount
($)
|
|
|
% of Target
|
|
|
Target ($)
|
|
Maximum
|
|
|
120
|
|
|
|
315,558
|
|
|
|
644,798
|
|
|
|
110
|
|
|
|
2,255,000
|
|
|
|
644,798
|
|
|
|
200
|
|
|
|
552,684
|
|
Target
|
|
|
100
|
|
|
|
262,965
|
|
|
|
322,399
|
|
|
|
100
|
|
|
|
2,050,000
|
|
|
|
322,399
|
|
|
|
100
|
|
|
|
276,342
|
|
Threshold
|
|
|
90
|
|
|
|
236,668
|
|
|
|
161,200
|
|
|
|
90.5
|
|
|
|
1,855,250
|
|
|
|
16,120
|
|
|
|
None
|
|
|
|
N/A
|
|
MS. SALKAS BONUS METRICS ACHIEVED AND BONUS EARNED
|
|
Achieved
|
|
|
100
|
|
|
|
263,411
|
|
|
|
322,399
|
|
|
|
97
|
|
|
|
1,988,454
|
|
|
|
225,679
|
|
|
|
Not Determined
(5)
|
|
Total Bonus Earned: $548,078
|
|
|
% of Target Bonus Earned under
Financial Component: 85%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR. SCOTTS BONUS METRICS
|
|
|
|
Pre-Bonus
AEBITDA
|
|
|
Revenue
|
|
|
RP/Leadership
|
|
Levels
|
|
% of Target
|
|
|
Pre-Bonus
AEBITDA
($ in 1000s)
|
|
|
Bonus
Amount ($)
|
|
|
% of Target
|
|
|
Revenue
($ in 1000s)
|
|
|
Bonus Amount
($)
|
|
|
% of Target
|
|
|
Target ($)
|
|
Maximum
|
|
|
120
|
|
|
|
315,558
|
|
|
|
276,675
|
|
|
|
110
|
|
|
|
2,255,000
|
|
|
|
276,675
|
|
|
|
200
|
|
|
|
237,150
|
|
Target
|
|
|
100
|
|
|
|
262,965
|
|
|
|
138,338
|
|
|
|
100
|
|
|
|
2,050,000
|
|
|
|
138,338
|
|
|
|
100
|
|
|
|
118,575
|
|
Threshold
|
|
|
90
|
|
|
|
236,668
|
|
|
|
69,169
|
|
|
|
90.5
|
|
|
|
1,855,250
|
|
|
|
6,917
|
|
|
|
None
|
|
|
|
N/A
|
|
MR. SCOTTS BONUS METRICS ACHIEVED AND BONUS EARNED
|
|
Achieved
|
|
|
100
|
|
|
|
263,411
|
|
|
|
138,338
|
|
|
|
97
|
|
|
|
1,988,454
|
|
|
|
96,836
|
|
|
|
Not Determined
(5)
|
|
Total Bonus Earned: $235,174
|
|
|
% of Target Bonus Earned under
Financial Component: 85%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MR. HENDERSONS BONUS METRICS
|
|
|
|
Pre-Bonus
AEBITDA
|
|
|
Revenue
|
|
|
RP/Leadership
|
|
Levels
|
|
% of Target
|
|
|
Pre-Bonus
AEBITDA
($ in 1000s)
|
|
|
Bonus
Amount ($)
|
|
|
% of Target
|
|
|
Revenue
($ in 1000s)
|
|
|
Bonus Amount
($)
|
|
|
% of Target
|
|
|
Target ($)
|
|
Maximum
|
|
|
120
|
|
|
|
315,558
|
|
|
|
276,675
|
|
|
|
110
|
|
|
|
2,255,000
|
|
|
|
276,675
|
|
|
|
200
|
|
|
|
237,150
|
|
Target
|
|
|
100
|
|
|
|
262,965
|
|
|
|
138,338
|
|
|
|
100
|
|
|
|
2,050,000
|
|
|
|
138,338
|
|
|
|
100
|
|
|
|
118,575
|
|
Threshold
|
|
|
90
|
|
|
|
236,668
|
|
|
|
69,169
|
|
|
|
90.5
|
|
|
|
1,855,250
|
|
|
|
6,917
|
|
|
|
None
|
|
|
|
N/A
|
|
MR. HENDERSONS BONUS METRICS ACHIEVED AND BONUS EARNED
|
|
Achieved
|
|
|
100
|
|
|
|
263,411
|
|
|
|
138,338
|
|
|
|
97
|
|
|
|
1,988,454
|
|
|
|
96,836
|
|
|
|
Not Determined
(5)
|
|
Total Bonus Earned: $235,174
|
|
|
% of Target Bonus Earned under
Financial Component: 85%
|
|
|
|
|
42
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPENSATION DISCUSSION
AND ANALYSIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MS. JACKSONS BONUS METRICS
|
|
|
|
Pre-Bonus
AEBITDA
|
|
|
Revenue
|
|
|
RP/Leadership
|
|
Levels
|
|
% of Target
|
|
|
Pre-Bonus
AEBITDA
($ in 1000s)
|
|
|
Bonus
Amount ($)
|
|
|
% of Target
|
|
|
Revenue
($ in 1000s)
|
|
|
Bonus Amount
($)
|
|
|
% of Target
|
|
|
Target ($)
|
|
Maximum
|
|
|
120
|
|
|
|
315,558
|
|
|
|
163,800
|
|
|
|
110
|
|
|
|
2,255,000
|
|
|
|
163,800
|
|
|
|
200
|
|
|
|
140,400
|
|
Target
|
|
|
100
|
|
|
|
262,965
|
|
|
|
81,900
|
|
|
|
100
|
|
|
|
2,050,000
|
|
|
|
81,900
|
|
|
|
100
|
|
|
|
70,200
|
|
Threshold
|
|
|
90
|
|
|
|
236,668
|
|
|
|
40,950
|
|
|
|
90.5
|
|
|
|
1,855,250
|
|
|
|
4,095
|
|
|
|
None
|
|
|
|
N/A
|
|
MS. JACKSONS BONUS METRICS ACHIEVED AND BONUS EARNED
|
|
Achieved
|
|
|
100
|
|
|
|
263,411
|
|
|
|
81,900
|
|
|
|
97
|
|
|
|
1,988,454
|
|
|
|
57,330
|
|
|
|
Not Determined
(5)
|
|
Total Bonus Earned: $139,230
|
|
|
% of Target Bonus Earned under
Financial Component: 85%
|
|
|
|
|
(5)
|
As discussed in the narrative above, the Compensation Committee decided to tie the RP/Leadership Component for each
named executive officer in 2017 to the implementation of new front and back office enterprise information technology systems across the Companys portfolio. We now anticipate that the new platform will launch in the first half of 2018 in our
locum tenens segment. As a result, we will not determine the amount that any named executive officer earns under this component of the 2017 bonus until June 2018, and we will report the amount that we pay under this component, if any, as
compensation for 2018.
|
LONG-TERM INCENTIVE COMPENSATION
In 2017, the Compensation Committee granted equity awards to each named executive officer and believes it serves as a key component of our named
executive officers compensation package. We set forth in the chart below the AGD Fair Value of each equity component granted to each named executive officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive
Officer
|
|
AGD Fair Value of
2017 TSR PRSU
Award ($)
|
|
|
AGD Fair Value of
2017 AEBITDA PRSU
Award ($)
|
|
|
AGD Fair Value of
2017 RSU Award ($)
|
|
|
Total AGD Fair Value
of 2017 Awards ($)
|
|
Susan R. Salka
|
|
|
599,967
|
|
|
|
699,988
|
|
|
|
1,000,000
|
|
|
|
2,299,955
|
|
Brian M. Scott
|
|
|
209,981
|
|
|
|
244,994
|
|
|
|
244,994
|
|
|
|
699,969
|
|
Ralph S. Henderson
|
|
|
209,981
|
|
|
|
244,994
|
|
|
|
244,994
|
|
|
|
699,969
|
|
Denise L. Jackson
|
|
|
122,945
|
|
|
|
143,516
|
|
|
|
143,516
|
|
|
|
409,978
|
|
TSR PRSUs
The TSR PRSU grant represented approximately 30% of the total 2017 equity grant value, based on the grant date fair value, that was awarded to each
named executive officer, and it will be earned at the end of an approximately three-year performance period (i.e., shortly after December 31, 2019, with the number of shares that are ultimately earned contingent on our total shareholder return
for the period relative to the companies in the Russell 2000 Index on December 31, 2016, with our absolute total shareholder return (collectively, the
TSR Measurement
). If we perform at the 25th percentile of the
relative total shareholder return (
Relative TSR
) of companies included in the Russell 2000 Index as of December 31, 2016, and absolute TSR is positive, then 25% of the PRSUs will be earned. If we perform at the 50th
percentile of Relative TSR, 100% of the PRSUs will be earned. If we perform at the 75th
percentile, the maximum amount, 175%, of the target number of PRSUs will be earned. Amounts that may be earned increase in one percentile intervals from the 25th percentile up to the 75th
percentile (as set forth in footnote (1) in the following table). These percentages are also subject to a penalty or discount whereby the payout will be reduced to the target amount if we exceed the 50th percentile threshold of
Relative TSR but do not have a positive absolute TSR.
If we conducted the TSR Measurement on December 31, 2017: (1) Relative TSR would
have measured at the
73rd
percentile, and (2) Absolute TSR would have been positive. Based on those results, 169% of the named executive officers target number of TSR PRSUs granted in 2017 would have been earned. The table
set forth below discloses the percentage of the 2017 target PRSUs that may be potentially earned depending on the actual results of the Companys TSR Measurement:
(6)
AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
43
|
|
|
|
|
|
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relative TSR Percentile Rank
|
|
% of 2017 TSR
PRSUs Earned
if
Absolute TSR Is Negative
(1)
|
|
% of 2017 TSR
PRSUs that Are Earned
if Absolute TSR Is Positive
|
<25.0%
|
|
0
|
|
0
|
25.0%
|
|
12.50
|
|
25.00
|
37.5%
|
|
31.25
|
|
62.50
|
50.0%
|
|
100.00
|
|
100.00
|
62.5%
|
|
100.00
|
|
137.50
|
75.0%
|
|
100.00
|
|
175.00
|
(1)
|
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%.
|
AEBITDA PRSUs
In 2017, the Compensation Committee once again determined it best to dedicate a significant portion of the PRSUs to focusing our named executive
officers on achieving a 13.5% AEBITDA margin for 2019.
(7)
Similar to the TSR PRSUs, the number of shares that may ultimately be earned ranges from 0% to 175% of the target number of AEBITDA PRSUs
depending on our actual AEBITDA margin for 2019.
Time-Vested RSUs
Consistent with prior years, the time-vested RSU grants have three-year cliff vesting that are eligible for annual accelerated vesting in
one-third
increments if the Company achieves its annual AEBITDA targets. As it has done historically, the Compensation Committee elected to wait to consider a grant of time-vested RSUs for Ms. Salka until the
end of 2017 when it had better visibility of our
year-end
financial, operational and stock performance. Based on our strong financial, operational and stock performance in 2017, the Compensation
Committee granted Ms. Salka 20,429
RSUs with an AGD Fair Value of $1,000,000
on December 19, 2017.
PRSUs represented 65% of the AGD Fair Value of all 2017 equity awards for our named executive officers, other than our CEO. Due to the timing of
Ms. Salkas RSU award in December 2017 (rather than January 2017), she received PRSUs that represented 57% of her total 2017 equity award value. To provide further clarity on our equity grant practice, the chart set forth below details the
change of the AGD Fair Value of all 2017 equity awards granted to our named executive officers against the AGD Fair Value of all 2016 equity awards.
The 8% increase in our CEOs AGD Fair Value in 2017 from 2016 is driven in part by the Companys strong financial, operational and stock
performance in 2017, as well as peer group and other compensation benchmarking. We believe that the AGD Fair Value of her equity awards placed her below the median among CEOs within our 2017 peer group for long-term incentive compensation. On an
aggregate basis, the combined AGD Fair Value of our named executive officers equity awards increased 10% in 2017 from 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive
Officer
|
|
AGD Fair Value of
2016 Equity Awards ($)
|
|
|
AGD Fair Value of
2017 Equity Awards ($)
|
|
|
Variance Between
Value of 2016 and
2017 Equity Awards ($)
|
|
|
% Increase
Between Value of
2016 and 2017
Equity Awards
|
|
Susan R. Salka
|
|
|
2,134,921
|
|
|
|
2,299,955
|
|
|
|
165,034
|
|
|
|
8
|
|
Brian M. Scott
|
|
|
599,107
|
|
|
|
699,969
|
|
|
|
100,862
|
|
|
|
17
|
|
Ralph S. Henderson
|
|
|
599,107
|
|
|
|
699,969
|
|
|
|
100,862
|
|
|
|
17
|
|
Denise L. Jackson
|
|
|
399,407
|
|
|
|
409,978
|
|
|
|
10,571
|
|
|
|
3
|
|
Total
|
|
|
3,732,542
|
|
|
|
4,109,871
|
|
|
|
377,329
|
|
|
|
10
|
|
(6)
|
As set forth in the Grant of Plan-Based Awards Table, the target number of TSR PRSUs granted in 2017 for each named
executive officer is as follows: (1) for Ms. Salka, 11,829; (2) for Mr. Scott, 4,140; (3) for Mr. Henderson, 4,140; and (4) for Ms. Jackson, 2,424.
|
(7)
|
As set forth in the Grant of Plan-Based Awards Table, the target number of AEBITDA PRSUs granted in 2017 for each
named executive officer is as follows: (1) for Ms. Salka, 17,983; (2) for Mr. Scott, 6,294; (3) for Mr. Henderson, 6,294; and (4) for Ms. Jackson, 3,687.
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AMN HEALTHCARE SERVICES, INC.
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2018 Proxy Statement
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COMPENSATION DISCUSSION
AND ANALYSIS
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RESULTS OF OUR 2015 PRSU AWARDS
2015 TSR PRSU Award TSR Measurement
On January 5, 2018, the Compensation Committee performed the TSR Measurement for the 2015 TSR PRSU awards. Our Relative TSR was at the 95th
percentile of the Russell 2000 Index during the measurement period from January 1, 2015 through December 31, 2017. We also yielded a positive Absolute TSR during such measurement period.
Accordingly, each named executive officer received the maximum of his or her target amount of 2015 TSR PRSUs. Specifically, Ms. Salka,
Mr. Scott, Mr. Henderson and Ms. Jackson earned 31,224, 11,151, 11,151 and 8,475 PRSUs under their 2015 TSR PRSU
awards, respectively. Shortly after the TSR Measurement, we issued a corresponding amount of Common Stock to each named executive officer.
2015 AEBITDA PRSU Award Measurement
On February 15, 2018, the Compensation Committee determined that our 2016 AEBITDA margin equaled 12.9%. Accordingly, each named executive officer
received the maximum of his or her target amount of 2015 AEBITDA PRSUs. Specifically, Ms. Salka, Mr. Scott, Mr. Henderson and Ms. Jackson earned 44,076, 15,741, 15,741 and 11,963 PRSUs under their 2015 AEBITDA PRSU awards,
respectively.
ACTUAL CEO
PAY
The difference between actual pay and the grant date valuation of our long-term incentive vehicles can be significant. Given the
substantial portion of our CEOs compensation that is performance based, we believe it is critical to consider actual pay together with the performance of our Companys Common Stock price. We recognize that companies and proxy advisory
firms have used various methodologies to calculate actual and realizable compensation. We also are aware of the SECs proposed pay versus performance disclosure rule released in April 2015 (the
Actual Pay Proposed
Rule
), which, among other things, contemplates disclosure of a CEOs actual pay.
To provide more easily comparable information
on these calculations, we have set forth below a table that summarizes the following for our CEO for each of the last three years: (1) her target total direct pay as determined by the Compensation Committee, (2) her total pay as set forth
in the Summary Compensation Table and (3) her actual pay based on the Actual Pay Proposed Rule.
(1)
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Under the SECs Actual Pay Proposed Rule, as applicable to our CEOs components of compensation for the
years set forth in the table, actual pay equals the total compensation set forth in the Summary Compensation Table for the covered year adjusted as follows: (A) we deduct the value of stock awards and options awards set forth in the Summary
Compensation Table for the covered year and (B) we add the fair value on the vesting date of all stock awards and option awards for which all applicable vesting conditions were satisfied during the covered fiscal year. For awards that vested on
a certain date, but did not actually settle until it was established whether the conditions for acceleration had been met or the applicable performance test had been certified (the
Determination Date
), the
table reflects the value of such shares during the year of vesting but utilizes the fair market value on the Determination Date, which usually is in February and
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AMN
HEALTHCARE SERVICES, INC.
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2018 Proxy Statement
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CHIEF EXECUTIVE OFFICER PAY CHART 1 2
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COMPENSATION DISCUSSION AND ANALYSIS
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approximately two weeks to two months after the vesting date. Any awards deferred by Ms. Salka under our Deferred Compensation Plan are reflected in our calculations.
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(2)
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For purposes of calculating Target Pay, this chart utilizes Ms. Salkas target bonus and target equity
values preliminarily established by the Compensation Committee for the applicable year, which typically occurs in early January of the subject year or in December prior to the subject year. With respect to the equity target, the amount ultimately
granted may vary from what the Compensation Committee actually targeted due to, among other things, the timing of the grant of her RSU equity award.
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As illustrated in the CEO Pay chart above, our annual and long-term incentive programs over the past
three fiscal years are consistent with our
pay-for-performance-centric
executive compensation philosophy, which is that actual pay is significantly correlated to the
performance of our Common Stock. For the
one-,
two-
and three-year periods ended December 31, 2017 we were at the 73rd, 71st and 95th percentile for cumulative
total shareholder return, respectively, against the companies comprising the Russell 2000 Index. Common Stock performance
also provided cumulative total shareholder returns of 33%, 54% and 165% for the
one-,
two-
and three-year periods
ended December 31, 2017, respectively. In turn, our CEOs actual pay exceeded her annual target total direct compensation for each of the past three years, which is consistent with our design to pay above target compensation when our
Company operates at a high level and provides significant total shareholder return.
Equity Ownership Requirements, Clawback and No Pledging Policies
We maintain meaningful equity ownership requirements as well as clawback and pledging policies to which our named executive officers are subject. We
have set forth a summary of these requirements and policies below. Additional details are contained in the Guidelines.
EQUITY OWNERSHIP REQUIREMENTS
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 CEO is required to hold shares of Common Stock equal in value to three times her base salary and other named executive officers are required to hold shares of Common Stock equal in value to
two times their annual base salary. The value of unvested RSUs and vested or unvested SARs and options are not taken into account in determining whether a named executive officer satisfies our equity ownership requirements. As of the Record Date,
all of our named executive officers satisfy our equity ownership requirements.
CLAWBACK POLICY
Under the 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)
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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
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(2)
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any profits realized by such individuals from the sale of securities of the Company during that
12-month
period.
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NO PLEDGING POLICY
The 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.
Impact of Tax Considerations
Prior to the tax bill that was signed into law on December 22, 2017, Section 162(m) of the Code
imposes a $1 million limit on the deduction that a company may claim in any tax year with respect to compensation paid to each of its chief executive officer and three other named executive officers (other than the chief financial officer),
unless certain conditions are satisfied. Certain
types of performance-based compensation are generally exempted from the $1 million limit. Performance-based compensation can include income from stock options, performance-based restricted
stock or stock units, and certain formula-driven compensation that meets the requirements of Section 162(m).
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AMN HEALTHCARE SERVICES, INC.
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2018 Proxy Statement
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COMPENSATION DISCUSSION
AND ANALYSIS
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Overview of Our 2018 Executive Compensation Program
Overall, the Compensation Committee believes the Company performed well during 2017. We achieved
year-over-year consolidated revenue and consolidated AEBITDA growth of approximately 5% and
8%, respectively, with substantially all of the revenue growth constituting organic growth. Performance of our Common Stock continued its strong
performance in 2017,
delivering a 28% price appreciation. In light of the foregoing and with its guiding principles in mind, the Compensation Committee believes it has designed the 2018 compensation structure to
provide for important short- and long-term performance components that are aligned with shareholders, consistent with the market environment and tailored specifically to us.
BASE SALARY
The Compensation Committee approved increases in the annual base salaries for the named executive officers for 2018 to maintain a pay
for performance alignment, as reflected in the table immediately below.
The base salaries of the named executive officers reflect a 5% to 7%
increase as a result of their increased experience, strong individual performance and peer group benchmarking analysis. Our CEOs salary increase for 2018 is also intended to more directly align her salary with CEO pay among our 2018 peer
group, where her base salary still falls slightly below the median.
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Named Executive Officer
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2017
Salary ($)
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2018
Salary ($)
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%
Increase
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Susan R. Salka
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837,400
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900,000
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7
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Brian M. Scott
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465,000
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490,000
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5
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Ralph S. Henderson
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465,000
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490,000
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5
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Denise L. Jackson
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390,000
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409,500
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5
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BONUS PLAN
After careful consideration, the Compensation Committee determined that the 2018 bonus target as a percentage of salary should increase for
Ms. Salka, Mr. Scott and Mr. Henderson. These increases reflect our excellent performance and strong total shareholder return over the past three years and further incentivize our named executive officers to continue to drive strong
financial performance. We set forth below the 2018 target bonuses for each named executive officer as a percentage of salary together with, for comparative purposes, the same figures for 2017.
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Named Executive Officer
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2017 Bonus
Target (%
of Salary)
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2018 Bonus
Target (%
of Salary)
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Susan R. Salka
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110
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120
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Brian M. Scott
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85
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100
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Ralph S. Henderson
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85
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100
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Denise L. Jackson
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60
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60
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After careful consideration of the factors set forth above in the subsection of this CD&A entitled
Components of Our Compensation Program Annual Cash Incentive Performance Bonus, the Compensation Committee decided to use the same bonus structure for each named executive officer as it did in 2017, except for the
modifications described in the next paragraph. The target
goals for each of the financial metrics are consistent with the targets under our 2018 operating plan and generally require growth that exceeds our estimate of anticipated industry performance.
For our CEO, we believe her 2018 bonus target in dollar amount falls near the median among CEOs within our 2018 peer group.
AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
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COMPENSATION DISCUSSION AND ANALYSIS
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LONG-TERM EQUITY INCENTIVES
In light of the philosophy, goals and objectives surrounding long-term incentive awards, the Compensation Committee decided to use a combination of TSR
PRSUs and AEBITDA PRSUs
In an effort to proactively address feedback received during our 2017 shareholder engagement discussions, incentivize
greater performance, and to more accurately align our long-term incentive awards with standard market practices based on input from the Compensation Committees independent consultant, the Compensation Committee implemented the following
changes for 2018.
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Granted time-vested RSUs that vest ratably over a three-year period,
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Slightly modified the TSR Measurement applicable to the TSR PRSUs to eliminate the 50% penalty or discount
on the number of PRSUs earned if the Companys Relative TSR falls below the 50th percentile threshold and the Companys Absolute TSR is negative. The number of PRSUs earned if the
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Companys Relative TSR exceeds the 50th percentile but Absolute TSR is negative remains at the target number of PRSUs granted, and
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Increased the maximum number of PRSUs eligible to be earned in connection with our AEBITDA PRSU grants from 175% to
200% of the target number of PRSUs with corresponding achievement of higher AEBITDA.
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For 2018, the Compensation Committee
continued to target an allocation of 30% TSR PRSUs, 35% AEBITDA PRSUs and 35% time-vested RSUs (as a percentage of the AGD Fair Value of all 2018 equity awards). For each named executive officer, other than Ms. Salka, approximately 65% of the
AGD Fair Value of the January 2018 equity awards consisted of PRSUs, and the remaining 35% consisted of time-vested RSUs; for Ms. Salka, all of her January 2018 equity awards were PRSUs, as the Compensation Committee makes their decision on her
equity grant of time-vested RSUs in the fourth quarter of 2018 when it has better visibility of the Companys 2018 performance.
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2018 Proxy Statement
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COMPENSATION COMMITTEE
REPORT
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COMPENSATION COMMITTEE REPORT
The Compensation and Stock Plan Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and has recommended to
the Board that it be included in this proxy statement and our annual report on Form
10-K
for the fiscal year ended December 31, 2017.
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Compensation
and Stock Plan Committee Members
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Martha H. Marsh
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R. Jeffrey Harris
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Michael M.E. Johns, M.D.
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HEALTHCARE SERVICES, INC.
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2018 Proxy Statement
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EXECUTIVE COMPENSATION DISCLOSURE
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EXECUTIVE COMPENSATION DISCLOSURE
Our named executive officers for the 2017 fiscal year are listed below. We provide information regarding the business experience, qualifications and
affiliations of our executive officers who are not directors below. For Ms. Salkas experience, qualifications and affiliations, please see page 11 above.
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NAME
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CURRENT ROLE
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Susan R. Salka
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President and Chief Executive Officer
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Brian M. Scott
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Chief Financial Officer, Chief Accounting Officer and Treasurer
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Ralph S. Henderson
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President, Professional Services and Staffing
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Denise L. Jackson
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Chief Legal Officer and Corporate Secretary
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Our
Non-Director
Executive
Officers
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Ralph S. Henderson
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Age: 57
President, Professional Services
and Staffing
Business Experience, Qualifications and Affiliations:
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Mr. Henderson joined us as President, Nurse Staffing in September 2007. In February 2009, we appointed him
President, Nurse and Allied Staffing and in February 2012, named him President, Healthcare Staffing. In light of our recent acquisitions, in January 2016, we appointed Mr. Henderson President, Professional Services and Staffing. He is
responsible for leading the sales and financial performance of our nurse and allied solutions segment and our locum tenens solutions segment. Prior to September 2007, Mr. Henderson served as Senior Vice President, Group Executive for Spherion,
Inc., one of the largest commercial and professional staffing companies in the United States. Mr. Henderson started with Spherion in 1995 and held several leadership positions, including Regional Vice President and General Manager, Vice
President of National Accounts, and Senior Vice President, Western Division. Prior to Spherion, Mr. Henderson was employed by American Express for nine years where in his last role he served as Vice President of Sales and Account Management in
the Travel Management Services Division. Mr. Henderson holds a Bachelor of Science degree in Business Administration from Northern Arizona University.
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Denise L. Jackson
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Age: 53
Chief Legal Officer and
Corporate
Secretary
Business Experience,
Qualifications and Affiliations:
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Ms. Jackson joined us as General Counsel and Vice President of Administration in October 2000. Ms. Jackson is responsible for our legal, corporate
governance, compliance and ethics, risk management, real estate and government affairs functions. We appointed her as our Secretary in May 2003 and Senior Vice President in November 2004. 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 Pipeline Health Holdings, LLC, where she Chairs the Compensation Committee, and also serves on the Boards of Girls on the Run
International and the Association of Corporate Counsel San Diego. She holds a Juris Doctorate degree from the University of Arizona, a Masters 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.
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AMN HEALTHCARE SERVICES, INC.
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2018 Proxy Statement
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EXECUTIVE COMPENSATION
DISCLOSURE
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Brian M. Scott
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Age: 48
Chief Financial Officer,
Chief Accounting Officer and Treasurer
Business Experience, Qualifications and
Affiliations:
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Mr. Scott joined us in December 2003. We appointed him Chief Financial Officer, Chief Accounting Officer, and Treasurer
in January 2011. Prior to that time, Mr. Scott served in a variety of financial and operational roles for us including most recently as Senior Vice President of Operations, Finance and Business Development, in which
capacity he oversaw our corporate financial planning and analysis, capital funding and business development activities. He has also served as President of our pharmacy staffing division and as
Director, Senior Director and Vice President of Finance, where his roles have included overseeing all accounting operations and SEC reporting. Mr. Scott started his career in San Francisco with KPMG and later became a partner in a
mid-sized
CPA firm. Mr. Scott also served as controller of a biotechnology company. He is a certified public accountant (inactive) in California, and received his bachelors degree in accounting from
California Polytechnic State University, San Luis Obispo and a Masters of Business Administration from the McCombs School of Business at the University of Texas at Austin.
Summary Compensation Table
The following table shows the compensation earned or accrued by our named executive officers for the three fiscal years ended December 31, 2017,
2016 and 2015.
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Named Executive Officer
and Position
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Year
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Salary
($)
(1)
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Bonus
($)
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Stock
Awards
($)
(2)
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Non-Equity
Incentive Plan
Compensation
($)
(3)
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All Other
Compensation
($)
(4)
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Total ($)
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Susan R. Salka
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2017
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835,577
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-
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2,299,955
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(5)
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548,078
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197,357
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3,880,967
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PEO,
(6)
President & CEO
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2016
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788,077
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-
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2,134,921
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(7)
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1,518,775
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129,567
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4,571,340
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2015
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739,154
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-
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1,927,934
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(8)
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1,480,000
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46,195
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4,193,283
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Brian M. Scott
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2017
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464,423
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-
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699,969
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(9)
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235,174
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84,643
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1,484,209
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PFO,
(10)
CFO, CAO & Treasurer
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2016
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448,846
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-
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599,107
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(11)
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741,094
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78,062
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1,867,109
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2015
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419,231
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31,500
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1,443,215
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(12)
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630,000
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23,368
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2,547,314
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Ralph S. Henderson
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2017
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464,423
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-
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699,969
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(9)
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235,174
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75,587
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1,475,153
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President, Professional
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2016
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448,846
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-
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599,107
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(11)
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611,719
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81,149
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1,740,821
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Services &
Staffing
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2015
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419,615
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-
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1,443,215
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(12)
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705,600
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21,484
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2,589,914
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Denise L. Jackson
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2017
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389,423
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-
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409,978
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(13)
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139,230
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49,449
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988,080
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Chief Legal Officer & Corporate
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2016
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374,615
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-
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399,407
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(14)
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435,938
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39,100
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1,249,060
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Secretary
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2015
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365,000
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-
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384,850
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(15)
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401,500
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18,330
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1,169,680
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(1)
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Salary includes all salary amounts deferred by the named executive officers under the Deferred Compensation Plan.
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(2)
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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) and 11 to the financial
statements included in our annual report on Form
10-K
for the fiscal year ended December 31, 2017, as filed with the SEC on February 16, 2018.
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(3)
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This column consists of cash awards paid to our named executive officers pursuant to the Bonus Plan. This column sets
forth bonus amounts in the year in which they are earned, although we typically pay them in the following fiscal year.
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(4)
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This column consists of compensation received by our named executive officers in the form of matching contributions to
the Deferred Compensation Plan and Company-paid life insurance premiums. For 2017, we paid matching contributions under the Deferred Compensation Plan as follows: (1) $197,357 for Ms. Salka, which also includes a housing allowance of $32,000
for her relocation to Texas in 2017, (2) $84,643 for Mr. Scott, (3) $75,587 for Mr. Henderson and (4) $49,449 for Ms. Jackson.
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(5)
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20,429 RSUs with an AGD Fair Value of $1,000,000, 11,829 TSR PRSUs with an AGD Fair Value of $599,967 and 17,983
AEBITDA PRSUs with an AGD Fair Value of $699,988, comprise the amount of Ms. Salkas 2017 stock awards. Assuming the highest level of performance conditions will be achieved for the 11,829 TSR PRSU award and the 17,983 AEBITDA PRSU award,
the AGD Fair Value of such awards would equal $805,786 and $1,224,970, respectively.
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(6)
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PEO refers to our principal executive officer.
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(7)
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29,917 RSUs with an AGD Fair Value of $999,976, 14,143 TSR PRSUs with an AGD Fair Value of $522,442 and 20,295 AEBITDA
PRSUs with an AGD Fair Value of $612,503, comprise the amount of Ms. Salkas 2016 stock awards. Assuming the highest level of performance
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AMN
HEALTHCARE SERVICES, INC.
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2018 Proxy Statement
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EXECUTIVE COMPENSATION DISCLOSURE
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conditions will be achieved for the 14,143 TSR PRSU award and the 20,295 AEBITDA PRSU award, the AGD Fair Value of such awards would equal $746,955 and $1,071,873, respectively.
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(8)
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33,461 RSUs with an AGD Fair Value of $999,982, 17,842 TSR PRSUs with an AGD Fair Value of $438,021 and 25,186 AEBITDA
PRSUs with an AGD Fair Value of $489,931 comprise the amount of Ms. Salkas 2015 stock awards. Assuming the highest level of performance conditions will be achieved for the 17,842 TSR PRSU award and the 25,186 AEBITDA PRSU award, the AGD
Fair Value of such awards would equal $607,385 and $857,388, respectively.
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(9)
|
6,294 RSUs with an AGD Fair Value of $244,994, 4,140 TSR PRSUs with an AGD Fair Value of $209,981 and 6,294 AEBITDA
PRSUs with an AGD Fair Value of $244,994 comprise the amount of Mr. Scotts and Mr. Hendersons 2017 stock awards. Assuming the highest level of performance conditions will be achieved for the 4,140 TSR PRSU award and the 6,294
AEBITDA PRSU award, the AGD Fair Value of such awards would equal $282,012 and $428,759, respectively.
|
(10)
|
PFO refers to our principal financial officer.
|
(11)
|
6,958 RSUs with an AGD Fair Value of $209,992, 4,849 TSR PRSUs with an AGD Fair Value of $179,122 and 6,958 AEBITDA
PRSUs with an AGD Fair Value of $209,992 comprise the amount of Mr. Scotts and Mr. Hendersons 2016 stock awards. Assuming the highest level of performance conditions will be achieved for the 4,849 TSR PRSU award and the 6,958
AEBITDA PRSU award, the AGD Fair Value of such awards would equal $256,077 and $367,472, respectively.
|
(12)
|
8,995 RSUs with an AGD Fair Value of $174,975, 6,372 TSR PRSUs with an AGD Fair Value of $156,433, 8,995 AEBITDA PRSUs
with an AGD Fair Value of $174,975, 25,462 PRSUs with an AGD Fair Value of $373,782 and 38,486 PRSUs with an AGD Fair Value of $563,050 comprise the amount of Mr. Scotts and Mr. Hendersons 2015 stock awards. Assuming the
highest level of performance conditions will be achieved for the 6,372 TSR PRSU award, the 8,995 AEBITDA PRSU award, the 25,462 PRSU award and the 38,486 PRSU award, the AGD Fair Value of such awards would equal $216,915, $306,202, $495,300 and
$748,649, respectively.
|
(13)
|
3,687 RSUs with an AGD Fair Value of $143,516, 2,424 TSR PRSUs with an AGD Fair Value of $122,945 and 3,687 AEBITDA
PRSUs with an AGD Fair Value of $143,516 comprise the amount of Ms. Jacksons 2017 stock awards. Assuming the highest level of performance conditions will be achieved for the 2,424 TSR PRSU award and the 3,687 AEBITDA PRSU award, the AGD
Fair Value of such awards would equal $165,120 and $251,144, respectively.
|
(14)
|
4,639 RSUs with an AGD Fair Value of $140,005, 3,233 TSR PRSUs with an AGD Fair Value of $119,427 and 4,638 AEBITDA
PRSUs with an AGD Fair Value of $139,975 comprise the amount of Ms. Jacksons 2016 stock awards. Assuming the highest level of performance conditions will be achieved for the 3,233 TSR PRSU award and the 4,638 AEBITDA PRSU award, the AGD
Fair Value of such awards would equal $170,728 and $244,941, respectively.
|
(15)
|
6,836 RSUs with an AGD Fair Value of $132,977, 4,843 TSR PRSUs with an AGD Fair Value of $118,896 and 6,836 AEBITDA
PRSUs with an AGD Fair Value of $132,977 comprise the amount of Ms. Jacksons 2015 stock awards. Assuming the highest level of performance conditions will be achieved for the 4,843 TSR PRSU award and the 6,836 AEBITDA PRSU award, the AGD
Fair Value of such awards would equal $164,860 and $232,710, respectively.
|
52
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
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EXECUTIVE COMPENSATION
DISCLOSURE
|
Grants of Plan-Based Awards
The following table contains information concerning grants of plan-based awards to our named executive officers under our cash and equity plans during
the year ended December 31, 2017.
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Name and Type
of
Equity
Award
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Grant
Date
|
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|
Estimated Future Payouts
Under
Non-Equity
Incentive
Plan Awards
|
|
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
(1)
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All Other
Stock
Awards:
# of
Shares of
Stock or
Units
|
|
|
Grant
Date Fair
Value of
Stock Awards
($)
(8)
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Threshold
($
) (2)
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Target
($)
(3)
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Maximum
($)
(4)
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Threshold
(#)
(5)
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Target
(#)
(6)
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Maximum
(#)
(7)
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Susan R. Salka
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189,000
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1,080,000
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2,160,000
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TSR PRSU
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1/4/2017
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1,479
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11,829
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20,701
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599,967
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AEBITDA PRSU
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1/4/2017
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4,496
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17,983
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31,470
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699,988
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RSU
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12/19/2017
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20,429
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(9)
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1,000,000
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Brian M. Scott
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85,750
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490,000
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980,000
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TSR PRSU
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1/4/2017
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|
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518
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4,140
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7,245
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209,981
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AEBITDA PRSU
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1/4/2017
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1,574
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6,294
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|
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11,015
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244,994
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RSU
|
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1/4/2017
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|
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6,294
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(10)
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244,994
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Ralph S. Henderson
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85,750
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490,000
|
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980,000
|
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|
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|
TSR PRSU
|
|
|
1/4/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
518
|
|
|
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4,140
|
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7,245
|
|
|
|
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|
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209,981
|
|
AEBITDA PRSU
|
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1/4/2017
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1,574
|
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6,294
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|
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11,015
|
|
|
|
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|
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244,994
|
|
RSU
|
|
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1/4/2017
|
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6,294
|
(10)
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244,994
|
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Denise L. Jackson
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42,998
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245,700
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491,400
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|
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|
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|
|
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|
|
|
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|
|
TSR PRSU
|
|
|
1/4/2017
|
|
|
|
|
|
|
|
|
|
|
|
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|
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303
|
|
|
|
2,424
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|
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4,242
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122,945
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|
AEBITDA PRSU
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1/4/2017
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922
|
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3,687
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6,452
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143,516
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|
RSU
|
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1/4/2017
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3,687
|
(10)
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143,516
|
|
(1)
|
The columns comprising the Estimated Future Payouts Under Equity Incentive Plan Awards set forth
information regarding our grant of PRSUs to our named executive officers in 2017 of which there were two types given to all: (1) TSR PRSUs based on total shareholder return over a three-period ending on December 31, 2019 and
(2) AEBITDA PRSUs based on our 2019 AEBITDA margin. The ultimate number of PRSUs that vest under these awards depends on the results of the TSR Measurement or our 2019 AEBITDA margin, each of which will be calculated approximately three years
after the date of grant. We granted all equity awards reflected in this table 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 2017 AEBITDA bonus funding threshold (which we set just above our actual 2016 AEBITDA) and the named executive officer met the threshold for 2017
Pre-Bonus
AEBITDA. We describe the
Bonus Plan, including the 2017 metrics utilized for each named executive officer, in our CD&A above. There is no minimum threshold for a named executive officers RP/Leadership Component under the Bonus Plan, which is why we have not
factored in that Component in determining a threshold in this table.
|
(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 2017 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 2017 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 the maximum bonus for the RP/Leadership Component.
|
(5)
|
For TSR PRSUs awards, the number of shares set forth in this column assumes that the Relative TSR percentile would
equal 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 AEBITDA PRSU awards, the number of
shares set forth in this column assumes that our 2019 AEBITDA margin will equal 12.5%.
|
(6)
|
For TSR PRSUs, the number of PRSUs set forth in this column assumes that under the TSR Measurement each of the
following conditions has been satisfied: (1) Relative TSR percentile equals 50% and (2) Absolute TSR exceeds zero. For AEBITDA PRSU awards, the number of shares set forth in this column assumes that the 2019 AEBITDA margin will equal
13.5%.
|
(7)
|
The number of TSR PRSUs set forth in this column assumes that under the TSR Measurement each of the following
conditions has been satisfied: (1) Relative TSR percentile equals at least 75% and (2) Absolute TSR exceeds zero. For AEBITDA PRSU awards, the number of shares set forth in this column assumes that our 2019 AEBITDA margin will equal or
exceed 14.2%.
|
(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 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) and 11 to the financial statements included in our annual report on Form
10-K
for the fiscal year ended December 31, 2017, as
filed with the SEC on February 16, 2018.
|
AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
53
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|
|
EXECUTIVE COMPENSATION DISCLOSURE
|
|
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|
|
|
|
|
|
(9)
|
The RSUs underlying this award vest on the third anniversary of the grant date, subject to certain accelerated vesting
if we achieve our AEBITDA targets in 2018 or 2019. If we meet our 2018 AEBITDA target, 33% of the RSUs will vest on the
13-month
anniversary of the grant date. If we meet our 2019 AEBITDA target, 34% of the
RSUs will vest on the second anniversary of grant date.
|
(10)
|
The RSUs underlying this award vest on the third anniversary of the grant date, subject to certain accelerated vesting
if we achieve our AEBITDA targets in 2017 or 2018. We achieved our 2017 AEBITDA target, and, as a result, 33% of the aggregate RSUs underlying this award vested and settled in February 2018. If we meet our 2018 AEBITDA target, 34% of the aggregate
RSUs underlying this award will vest on the second anniversary of the grant date.
|
Outstanding Equity Awards at Fiscal Year End
The following table represents equity interests held by the named executive officers as of December 31, 2017, which is comprised of SARs, RSUs and
PRSUs awards.
|
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|
OPTION AWARD
(1)
|
|
|
STOCK AWARDS
(2)
|
|
Name
|
|
Option
Grant
Date
|
|
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
|
Option
Exercise
Price ($)
|
|
|
Option
Expiration
Date
|
|
|
RSU or PRSU
Award Grant
Date
|
|
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
|
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
(3)
|
|
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(3)
|
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
(3)
|
|
Susan R. Salka
|
|
|
2/2/2010
|
|
|
|
193,949
|
|
|
|
8.78
|
|
|
|
2/2/2020
|
|
|
|
1/5/2015
|
(4)
|
|
|
|
|
|
|
|
|
|
|
31,224
|
(5)
|
|
|
1,537,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(6)
|
|
|
|
|
|
|
|
|
|
|
44,076
|
(7)
|
|
|
2,170,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/9/2015
|
(8)
|
|
|
11,042
|
|
|
|
1,104,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2016
|
(9)
|
|
|
|
|
|
|
|
|
|
|
24,750
|
(10)
|
|
|
1,218,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2016
|
(11)
|
|
|
|
|
|
|
|
|
|
|
20,295
|
(12)
|
|
|
999,529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/5/2016
|
(13)
|
|
|
29,917
|
|
|
|
1,473,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/4/2017
|
(14)
|
|
|
|
|
|
|
|
|
|
|
20,701
|
(15)
|
|
|
1,019,524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/4/2017
|
(16)
|
|
|
|
|
|
|
|
|
|
|
17,983
|
(17)
|
|
|
885,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/19/2017
|
(18)
|
|
|
20,429
|
|
|
|
1,006,128
|
|
|
|
|
|
|
|
|
|
Brian M. Scott
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(4)
|
|
|
|
|
|
|
|
|
|
|
11,151
|
(5)
|
|
|
549,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(6)
|
|
|
|
|
|
|
|
|
|
|
15,741
|
(7)
|
|
|
775,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(19)
|
|
|
2,969
|
|
|
|
146,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(21)
|
|
|
|
|
|
|
|
|
|
|
25,462
|
(22)
|
|
|
1,254,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(23)
|
|
|
|
|
|
|
|
|
|
|
38,486
|
(24)
|
|
|
1,895,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2016
|
(20)
|
|
|
4,662
|
|
|
|
229,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2016
|
(9)
|
|
|
|
|
|
|
|
|
|
|
8,486
|
(10)
|
|
|
417,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2016
|
(11)
|
|
|
|
|
|
|
|
|
|
|
6,958
|
(12)
|
|
|
342,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/4/2017
|
(14)
|
|
|
|
|
|
|
|
|
|
|
7,245
|
(15)
|
|
|
356,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/4/2017
|
(16)
|
|
|
|
|
|
|
|
|
|
|
6,294
|
(17)
|
|
|
309,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/4/2017
|
(13)
|
|
|
6,294
|
|
|
|
309,980
|
|
|
|
|
|
|
|
|
|
Ralph S. Henderson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(4)
|
|
|
|
|
|
|
|
|
|
|
11,151
|
(5)
|
|
|
549,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(6)
|
|
|
|
|
|
|
|
|
|
|
15,741
|
(7)
|
|
|
775,224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(19)
|
|
|
2,969
|
|
|
|
146,243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(21)
|
|
|
|
|
|
|
|
|
|
|
25,462
|
(22)
|
|
|
1,254,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(23)
|
|
|
|
|
|
|
|
|
|
|
38,486
|
(24)
|
|
|
1,895,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2016
|
(20)
|
|
|
4,662
|
|
|
|
229,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2016
|
(9)
|
|
|
|
|
|
|
|
|
|
|
8,486
|
(10)
|
|
|
417,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2016
|
(11)
|
|
|
|
|
|
|
|
|
|
|
6,958
|
(12)
|
|
|
342,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/4/2017
|
(14)
|
|
|
|
|
|
|
|
|
|
|
7,245
|
(15)
|
|
|
356,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/4/2017
|
(16)
|
|
|
|
|
|
|
|
|
|
|
6,294
|
(17)
|
|
|
309,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/4/2017
|
(13)
|
|
|
6,294
|
|
|
|
309,980
|
|
|
|
|
|
|
|
|
|
54
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXECUTIVE COMPENSATION
DISCLOSURE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPTION AWARD
(1)
|
|
|
STOCK AWARDS
(2)
|
|
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
($)
(3)
|
|
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(3)
|
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)
(3)
|
|
Denise L. Jackson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(4)
|
|
|
|
|
|
|
|
|
|
|
8,475
|
(5)
|
|
|
417,394
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(6)
|
|
|
|
|
|
|
|
|
|
|
11,963
|
(7)
|
|
|
589,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2015
|
(19
)
|
|
|
2,256
|
|
|
|
111,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2016
|
(9)
|
|
|
|
|
|
|
|
|
|
|
5,658
|
(10)
|
|
|
278,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2016
|
(11)
|
|
|
|
|
|
|
|
|
|
|
4,638
|
(12)
|
|
|
228,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/5/2016
|
(20)
|
|
|
3,108
|
|
|
|
153,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/4/2017
|
(14)
|
|
|
|
|
|
|
|
|
|
|
4,242
|
(15)
|
|
|
208,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/4/2017
|
(16)
|
|
|
|
|
|
|
|
|
|
|
3,687
|
(17)
|
|
|
181,585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/4/2017
|
(13)
|
|
|
3,687
|
|
|
|
181,585
|
|
|
|
|
|
|
|
|
|
(1)
|
These columns reflect SARs.
|
(2)
|
These columns consist of RSUs and PRSUs granted under the Equity Plan.
|
(3)
|
The market value of stock awards and the equity incentive plan awards represents (1) the number of shares that
had not vested as of December 31, 2017 as set forth in the applicable column, multiplied by (2) $49.25, the closing price of our Common Stock on December 29, 2017 (the last 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 applicable award as detailed further in the footnotes below, and the amount ultimately received for each such award may be different than the number of shares
identified.
|
(4)
|
These PRSUs vested on January 5, 2018.
|
(5)
|
The Compensation Committee performed the TSR Measurement for this award for the measurement period ended
December 31, 2017 on January 5, 2018. Relative TSR measured at the 95th 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 on January 5, 2018.
|
(6)
|
The AEBITDA PRSUs underlying this award vested on January 5, 2018 and settled on February 15, 2018 when the
Compensation Committee determined the Companys 2016 AEBITDA margin.
|
(7)
|
Because the number of shares earned under this award was based on the Companys 2017 AEBITDA margin, we set forth
the number of shares actually earned. Based on the Companys 2017 AEBITDA margin of 12.9%, the
maximum
amount for this award was awarded and is set forth in this column.
|
(8)
|
The RSUs underlying this award vest on the third anniversary of the grant date, subject to certain accelerated vesting
if we were to achieve our AEBITDA targets in 2016 or 2017. We achieved our 2016 AEBITDA target, and, as a result 33% of the RSUs vested on January 9, 2017 (and are not reflected as unvested in this row). We achieved our 2017 AEBITDA target;
accordingly 34% of the original number of RSUs comprising the award vested on the second anniversary of the grant date but did not settle until February 15, 2018, when it was determined that the conditions to acceleration had been met. For
purposes hereof, we reflect such shares as vested and do not include them in this row. The amount set forth in this row will vest on December 9, 2018.
|
(9)
|
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, 2018. We describe the TSR Measurement in detail in the CD&A section above.
|
(10)
|
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, Mr. Henderson and Ms. Jackson for his or her equity incentive plan award granted on January 5, 2016 is 14,143, 4,849, 4,849 and 3,233, respectively. For the target amount of TSR PRSUs
to be earned, Relative TSR under the TSR Measurement would need to equal the 50th percentile and Absolute TSR would have to exceed zero. The range of TSR PRSUs that may be earned by the identified named executive officer under this award is zero to
an amount equal to the product of (1) the target amount for such executive, multiplied by (2) 1.75 (the
2016 PRSU Maximum Amount
). The threshold amount equals 12.5% of the target amount. If we were to
have conducted the TSR Measurement on December 31, 2017 (1) Relative TSR would have measured at the 71st percentile, and (2) Absolute TSR would have been positive. Based on those results, TSR PRSUs equal to 163% of target would have
been earned. However, pursuant to the instructions set forth to Item 402(f)(2) of Regulation
S-K,
we set forth the number of shares representing the 2016 PRSU Maximum Amount for the award in this column.
|
(11)
|
The AEBITDA PRSUs underlying this award vest on January 5, 2019. The settlement date and the determination of the
amount of shares actually vested under the award reflected in this row will take place when the Compensation Committee determines our 2018 AEBITDA margin, which we believe will occur in February 2019.
|
(12)
|
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 maximum performance goals because our 2017 AEBITDA margin of 12.9% exceeds the 2018 threshold AEBITDA margin of 12.0% but falls below the target AEBITDA
margin of 13.0%, we set forth the number of shares representing the
target
amount for the award in this column.
|
(13)
|
The RSUs underlying this award vest on the third anniversary of the grant date, subject to certain accelerated vesting
if we achieve our AEBITDA targets in 2017 or 2018. We met our 2017 AEBITDA target and, accordingly, 33% of the RSUs set forth in this row vested on the
13-month
anniversary of the grant date (but are still
reflected on this table as unvested because they remained unvested as of December 31, 2017). If we meet our 2018 AEBITDA target, 34% of the RSUs set forth in this row will vest on the second anniversary of the grant date and will settle upon
determination that we met our 2018 AEBITDA target in February 2019.
|
AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
55
|
|
|
|
|
|
|
|
|
EXECUTIVE COMPENSATION DISCLOSURE
|
|
|
|
|
|
|
|
|
(14)
|
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, 2019. We describe the TSR Measurement in detail in the CD&A section above.
|
(15)
|
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, Mr. Henderson and Ms. Jackson for his or her equity incentive plan award granted on January 4, 2017 is 11,829, 4,140, 4,140 and 2,424, 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 to an amount equal to the product of
(1) the target amount for such executive, multiplied by (2) 1.75 (the
2017 PRSU Maximum Amount
). The threshold amount equals 12.5% of the target amount. If we were to have conducted the TSR Measurement on
December 31, 2017, Relative TSR would have measured at the 73rd percentile, and (2) Absolute TSR would have been positive. Based on those results, TSR PRSUs equal to 169% of the target amount would have been earned. However, pursuant to
instructions set forth to Item 402(f)(2) of Regulation S-K, we set forth the number of shares representing the 2017 PRSU Maximum Amount for the award in this column.
|
(16)
|
The AEBITDA PRSUs underlying this award vest on January 4, 2020. The settlement date and the determination of the
amount of shares actually vested will take place when the Compensation Committee determines our 2019 AEBITDA margin, which we believe will occur in February 2020.
|
(17)
|
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 2017 AEBITDA margin of 12.9% exceeds the 2019 threshold AEBITDA margin of 12.5% but falls below the target AEBITDA
margin of 13.5%, we set forth the number of shares representing the
target
amount for the award in this column.
|
(18)
|
The RSUs underlying this award vest on the third anniversary of the grant date, subject to certain accelerated vesting
if we achieve our AEBITDA targets in 2018 or 2019. If we meet our 2018 AEBITDA target, 33% of the RSUs will vest on the
13-month
anniversary of the grant date. If we meet our 2019 AEBITDA target, 34% of the
RSUs will vest on the second anniversary of grant date.
|
(19)
|
The RSUs reflected in this row vested on January 5, 2018.
|
(20)
|
Approximately 51% of the RSUs set forth in this row vested on the second anniversary of the grant date as a result of
accelerated vesting because we achieved our 2017 AEBITDA target. The remaining RSUs will vest on January 5, 2019.
|
(21)
|
The RSUs underlying this grant settled on January 5, 2018.
|
(22)
|
This row reflects a grant that had time-based and performance-based components pursuant to which 12,731 shares of our
Common Stock settled on January 5, 2018, and an additional 12,731 shares also settled on such date since the average closing price of our Common Stock during December 2017 exceeded $26.08 per share. 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 target performance goals (which includes both components) because the average
closing price of our Common Stock during December 2017 exceeded the $26.08 per share Common Stock price target that must be met in December 2017 to receive the target amount, we set forth the number of shares representing the
target
amount for the award in this column.
|
(23)
|
The RSUs underlying this grant will settle on January 5, 2019.
|
(24)
|
This row reflects a grant that has time-based and performance-based components pursuant to which 19,243 shares of our
Common Stock will settle on January 5, 2019, and an additional 19,243 shares will settle on such date if the average closing price of our Common Stock during December 2018 equals or exceeds $29.20 per share. 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 target performance goals (which includes both components) because the
average closing price of our Common Stock during December 2017 exceeded the $29.20 per share Common Stock price target that must be met in December 2018 to receive the target amount, we set forth the number of shares representing the
target
amount for the award in this column.
|
Option
Exercises and Stock Vested
The following table shows information regarding exercises of option awards to purchase our Common Stock and vesting of stock awards held by our named
executive officers during 2017, as of December 31, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPTION AWARDS
|
|
|
STOCK AWARDS
|
|
Name
|
|
Number of Shares
Acquired on
Exercise (#)
|
|
|
Value Realized on
Exercise ($)
|
|
|
Number of Shares
Acquired on
Vesting (#)
(1)
|
|
|
Value Realized on
Vesting ($)
(2)
|
|
Susan R. Salka
|
|
|
-
|
|
|
|
-
|
|
|
|
137,999
|
|
|
|
5,570,281
|
|
Brian M. Scott
|
|
|
-
|
|
|
|
-
|
|
|
|
37,979
|
|
|
|
1,494,601
|
|
Ralph S. Henderson
|
|
|
-
|
|
|
|
-
|
|
|
|
38,795
|
|
|
|
1,526,714
|
|
Denise L. Jackson
|
|
|
-
|
|
|
|
-
|
|
|
|
34,847
|
|
|
|
1,371,351
|
|
(1)
|
The amount for Ms. Salka in this column includes 112,073 shares of Common Stock underlying vested equity awards
that she deferred in 2017.
|
(2)
|
We calculate the Value Realized on Vesting by multiplying (A) the number of shares acquired on
vesting and (B) the closing price of our Common Stock on the applicable vest dates.
|
56
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXECUTIVE COMPENSATION
DISCLOSURE
|
Nonqualified Deferred Compensation
We adopted and maintain our Deferred Compensation Plan, which provides 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. In 2017, we matched up to 50% of the first 6% and 100% of the next 4% of the executives eligible compensation for a maximum match of 7% of the executives cash compensation. The
Deferred Compensation Plan credits deferrals (other than deferrals of RSUs or PRSUs) with earnings or losses based upon the executives selection of 13 publicly traded mutual funds, which may change from time to time. The measurement funds are:
Vanguard VIF Total Bond Market Index, Fidelity VIP Investment Grade Bond, PIMCO VIT Real Return Portfolio, MFS VIT Value, Dreyfus Stock Index, American Funds IS Growth, JPMorgan IT Mid Cap Value, Janus Aspen Enterprise, DFA VA U.S. Targeted Value,
Vanguard VIF Small Company Growth, American Funds IS International, and MRS VIT II International Value.
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 2017, the Company set the rate of return at 2.7% per annum. In 2018, the Company changed the rate of return to 3.1% per annum.
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 six months
after the named executive officers separation from service. Executives may also select at the time of deferral to be paid upon a change in control or a fixed distribution date, which must be at least three 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 2017 as well as the named executive officers aggregate earnings, withdrawals and balance information.
NONQUALIFIED DEFERRED COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
4,737,163
|
(5)
|
|
|
164,805
|
|
|
|
468,292
|
|
|
|
-
|
|
|
|
12,716,925
|
(6)
|
Brian M. Scott
|
|
|
120,552
|
|
|
|
84,386
|
|
|
|
158,039
|
|
|
|
-
|
|
|
|
1,056,315
|
|
Ralph S. Henderson
|
|
|
161,421
|
|
|
|
75,330
|
|
|
|
79,021
|
|
|
|
-
|
|
|
|
1,331,819
|
|
Denise L. Jackson
|
|
|
73,817
|
|
|
|
49,057
|
|
|
|
213,896
|
|
|
|
-
|
|
|
|
1,441,129
|
|
(1)
|
The 2017 Salary and 2016
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 2017 All Other
Compensation column of the Summary Compensation Table.
|
(3)
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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.
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(4)
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To the extent our named 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.
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(5)
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This amount includes the fair market value as of the date of vest of Ms. Salkas deferral of 112,073 shares
of Common Stock underlying equity awards that vested in 2017. Ms. Salkas total cash contribution equaled $378,220.
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(6)
|
This amount includes $8,857,859 representing the value of 179,855 shares of Common Stock underlying
Ms. Salkas deferred vested equity awards in her deferred compensation account, which is calculated based on our Common Stock price of $49.25 per share, the closing price on December 29, 2017 (the last trading day of the year).
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AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
57
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EXECUTIVE COMPENSATION DISCLOSURE
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Termination of Employment and Change in Control Arrangements
MS. SALKAS EMPLOYMENT AGREEMENT
We are party to an employment agreement with Ms. Salka dated May 4, 2005, as amended February 6, 2008. The employment agreement provides
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. Salkas employment agreement ends May 4, 2019 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.
The employment agreement provides that Ms. Salka will receive severance benefits under the following three circumstances:
(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
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(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)
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Termination for Reason Other than for Cause or Resignation for Good Reason
.
If we terminate Ms. Salkas employment for any reason other than for cause,
(7)
or if she terminates her employment for good reason,
(8)
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.
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(3)
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Change in Control
. If, within one year following a change in
control,
(9)
we terminate Ms. Salka 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. In addition, any unvested shares of RSUs, PRSUs, unvested options or
other equity-based compensation awards held by Ms. Salka would automatically become 100% vested upon any change in control (as defined in Ms. Salkas equity award agreements and the Equity Plan).
|
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. Salkas 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, 2009, we have 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.
(7)
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Cause is defined in the employment agreement as a termination of employment by us due to
Ms. Salkas (i) commission of an act of fraud or embezzlement against us or any of our subsidiaries or conviction in a court of law, 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, to a felony charge; (iii) willful misconduct as our employee 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 services to us or any of our subsidiaries 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 covenants of the employment agreement, if not cured within 30 days after written notice.
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(8)
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Good Reason is defined in the employment agreement as (i) a material breach by us of the employment
agreement with the exception of certain provisions thereto not cured within 30 days after the Boards receipt of written notice of such
non-compliance;
(ii) the assignment to Ms. Salka without
her consent of duties materially and adversely inconsistent with her position, duties or responsibilities, or a change in her title or office, or any removal of her from any of such positions, titles or offices, or any failure to elect or reelect
her as a member of the Board or any removal of her as such a member, subject to certain exceptions; or (iii) the relocation of our corporate headquarters from San Diego, California of more than 50 miles without her approval.
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(9)
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Change in control is defined in the employment agreement as occurring upon: (1) 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
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58
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
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EXECUTIVE COMPENSATION
DISCLOSURE
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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) our
dissolution or liquidation; (3) the sale of all or substantially all of our business or assets; or (4) 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.
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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, 2017.
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS CHIEF EXECUTIVE OFFICER
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|
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|
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Termination Reason
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Cash
Severance
($)
|
|
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Bonus ($)
|
|
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Benefits
($)
(1)
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|
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Value of
Accelerated
Equity
Awards
($)
(2)
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Tax
Gross-
Up
($)
(3)
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TOTAL ($)
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Termination of Employment by Us without Cause or by Ms. Salka for Good Reason Absent a Change in Control
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1,674,800
|
|
|
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2,364,569
|
|
|
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60,379
|
|
|
|
-
|
|
|
|
-
|
|
|
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4,099,748
|
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Death or Disability
|
|
|
1,674,800
|
|
|
|
1,182,284
|
|
|
|
15,726
|
|
|
|
-
|
|
|
|
-
|
|
|
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2,872,810
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Termination of Employment by Us without Cause or by Ms. Salka for Good Reason with a Change in Control
|
|
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2,512,200
|
|
|
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3,546,853
|
|
|
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60,379
|
|
|
|
11,297,211
|
|
|
|
6,885,422
|
|
|
|
24,302,065
|
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(1)
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Under the terms of Ms. Salkas 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.
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(2)
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We computed the value of accelerated equity awards using a share price of $49.25, the closing price of our Common
Stock on December 29, 2017, the last trading day of the year. This column does not reflect awards that had already vested as of December 31, 2017. 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, 2017; for AEBITDA PRSUs we have utilized the target number underlying the awards based on 2018 or 2019 AEBITDA margin and for
the award based on 2017 AEBITDA margin we have utilized the amount she would have received based on our 2017 AEBITDA margin.
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(3)
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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 California marginal income tax rates and Medicare tax of 1.45%.
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EXECUTIVE OFFICER SEVERANCE AGREEMENTS
We are party to executive severance agreements with (1) Ms. Jackson, dated May 4, 2005, as amended on March 8, 2006 and
February 6, 2008, (2) Mr. Henderson, dated September 4, 2007, as amended February 6, 2008, and (3) Mr. Scott, dated January 24, 2011. The severance agreements are virtually identical and provide that the
applicable named executive officer will receive severance benefits if we terminate his or her employment without cause, or relocate his or her position to a locale beyond a
50-mile
radius of our
current corporate headquarters in San Diego, California (in either case, an involuntary termination). If an involuntary termination occurs, but not within one year of a change in control (defined as in
Ms. Salkas employment agreement, see footnote 9, above), benefits include a cash payment equal to the applicable named executive officers 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 employers 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 officers severance payment equals
two times the sum of (A) his or her then-current annual base salary, 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.
AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
59
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EXECUTIVE COMPENSATION DISCLOSURE
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The following table sets forth illustrative
examples of the payments and benefits Mr. Scott, Mr. Henderson and Ms. Jackson would have received if any of the circumstances described above occurred as of December 31, 2017.
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS OTHER EXECUTIVE OFFICERS
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BRIAN M. SCOTT
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Termination Reason
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Cash
Severance ($)
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Bonus ($)
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Benefits
($)
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Value
of
Accelerated
Equity
Awards ($)
(1)
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TOTAL
($)
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Involuntary Absent a Change in Control
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465,000
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535,423
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17,268
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|
|
-
|
|
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1,017,691
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Involuntary Within One Year of a Change in Control
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930,000
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|
|
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1,070,845
|
|
|
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17,268
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|
|
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6,546,113
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|
|
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8,564,226
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RALPH S. HENDERSON
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Termination Reason
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Cash
Severance ($)
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Bonus ($)
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Benefits
($)
|
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Value
of
Accelerated
Equity
Awards ($)
(1)
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TOTAL
($)
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Involuntary Absent a Change in Control
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465,000
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|
|
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517,498
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|
|
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7,863
|
|
|
|
-
|
|
|
|
990,361
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Involuntary Within One Year of a Change in Control
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|
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930,000
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|
|
|
1,034,995
|
|
|
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7,863
|
|
|
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6,546,113
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|
|
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8,518,971
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DENISE L. JACKSON
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Termination Reason
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Cash
Severance ($)
|
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Bonus ($)
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Benefits
($)
|
|
|
Value
of
Accelerated
Equity
Awards ($)
(1)
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TOTAL
($)
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Involuntary Absent a Change in Control
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390,000
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|
|
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325,556
|
|
|
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4,533
|
|
|
|
-
|
|
|
|
720,089
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Involuntary Within One Year of a Change in Control
|
|
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780,000
|
|
|
|
651,112
|
|
|
|
4,533
|
|
|
|
2,323,566
|
|
|
|
3,759,211
|
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(1)
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Pursuant to the terms of the equity award agreements with our named executive officers, upon a change in control of
the Company, all of their unvested equity awards become vested and exercisable regardless of whether there is a termination of employment. We have included the value of accelerated vesting of each named executive officers equity awards in the
table above. For this purpose, we used $49.25, the closing price of our Common Stock on December 29, 2017, the last trading day of the year. This column does not reflect awards that had already vested as of December 31, 2017. 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, 2017; for AEBITDA PRSUs we have
utilized the target number underlying the awards based on 2018 or 2019 AEBITDA margin and for the award based on 2017 AEBITDA margin we have utilized the amount the executive would have received based on our 2017 AEBITDA margin. For the Special
Equity Awards, we utilized the number of shares of Common Stock set forth for such Awards in the table entitled Outstanding Equity Awards at Fiscal Year End.
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CEO Pay Ratio
At AMN, we are committed to internal pay equity and equal pay based on role, qualifications, experience
and merit, without regard to any legally-protected classifications. We design our compensation programs to be consistent and internally equitable to motivate employees to continue to perform in ways that enhance shareholder value. To this end, our
Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our
non-executive
employees taking into consideration the substantial amount of variable compensation
that executives receive based on the Companys performance. In 2017, 76% of our CEOs compensation was at risk in the form of performance-based incentive cash and equity. A more
detailed description of our compensation practices can be found in the subsection entitled Compensation Program Philosophy and Objectives of the Compensation Discussion and Analysis
section above and in the Companys Executive Compensation Philosophy posted on the Companys website at
http://amnhealthcare.investorroom.com/governance-guidelines
.
In August 2015, the SEC adopted rules implementing the CEO pay ratio disclosure requirements that
were mandated by Congress pursuant to the Dodd-Frank Act. The new rules require registrants to disclose the ratio of the median employees annual total compensation to the CEOs annual total compensation. Our CEO pay ratio is
60
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
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EXECUTIVE COMPENSATION
DISCLOSURE
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calculated in accordance with the SECs final rules regarding the CEO pay ratio disclosure requirements promulgated pursuant to Item 402(u) of Regulation
S-K.
As of October 27, 2017, which is the date we identified our employee population for the purposes
of calculating our CEO pay ratio, we had approximately 2,879 corporate employees. During the fourth quarter of 2017, we had an average of (1) 9,234 nurses, allied and other clinical healthcare professionals, (2) 384 executive and clinical leadership
interim staff, and (3) 349 medical coding professionals and case managers contracted to work for us. This does not include our locum tenens, all of whom are independent contractors and not our employees.
To identify our median employee, we examined the 2017 total cash and equity compensation for all full-time, part-time, temporary and seasonal employees,
excluding our CEO and including the healthcare professionals mentioned above, as of October 27, 2017. Wages were annualized for full-time corporate employees that were not employed by us for the entire calendar year. Compensation for our
healthcare professionals was not annualized. Other than the foregoing, we did not make any assumptions, adjustments or estimates with respect to our employees total cash and equity compensation and used this consistently applied compensation
measure to identify our median employee.
After identifying the median employee, we calculated his/her 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 2017, the annual total compensation of our median employee was $51,135.15, and our CEOs annual
total compensation was $3,880,967, of which $2,848,033 was variable compensation based on the performance of the Company. The resulting ratio of the total annual compensation of our median employee compared to the total annual compensation of our
CEO in 2017 was 76:1.
The SEC rules do not allow for companies to annualize compensation paid to temporary employees. Our healthcare professionals,
who comprise roughly 75% of our workforce, are temporary employees. Since we are unable to annualize these healthcare professionals compensation, 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 2017, the ratio of the total annual compensation of our
median corporate employee compared to the total annual compensation of our CEO was 61:1.
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 Companys pay ratio as disclosed above.
AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
61
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PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE
COMPENSATION
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PROPOSAL 2
ADVISORY VOTE ON EXECUTIVE
COMPENSATION
Section 14A of the Exchange Act, as amended by the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, or 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 SECs 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 2018 Annual Meeting of Shareholders.
As described in detail in the CD&A section above
,
we design our executive compensation
programs to, among other things, attract, motivate, and retain our named executive officers, who are critical to our success. Under these programs, we reward our named executive officers for the Companys successful performance, the achievement
of specific annual, long-term and strategic goals, and the realization of increased value for our shareholders. The executive compensation packages paid to our named executive officers are substantially tied to our key business objectives and total
shareholder return, to align with the interests of our shareholders. The Board maintains oversight over our executive pay programs and adheres to the highest level of corporate governance with their design. To this end, they closely monitor evolving
best practices, including the compensation programs and pay levels of executives at peer companies to ensure that our compensation programs do not fall outside of the normal range of relevant market practices.
We have two shareholder approved incentive plans that we use to motivate, retain and reward our executives. These cash and equity plans make up a
majority of the pay we provide to our executives. As a result of this
pay-for-performance
focused structure, our named executive officers generally realized an amount
significantly above their target compensation from 2015 -2017. During this three year period, our Common Stock price appreciated
165% on a cumulative basis during the three-year period
ended December 31, 2017, and we delivered strong financial and operational results. We believe our performance pay structure appropriately incents executives without excessive risk. In 2017, the Compensation Committee continued to emphasize its
philosophy of pay for performance by utilizing TSR PRSUs and AEBITDA PRSUs.
We ask that you support the compensation of our named executive
officers as disclosed in our CD&A 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 Companys shareholders approve, on an advisory basis, the compensation of the named executive officers,
as disclosed in the Companys proxy statement for the 2018 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, our 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.
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THE 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.
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62
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
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REPORT OF THE
AUDIT COMMITTEE
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REPORT OF THE AUDIT COMMITTEE
Management is responsible for the Companys 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 control and the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.
KPMG LLP (
KPMG
) 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
Committees 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 Committees 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 Companys assets and the
audit process. It is not the Audit Committees duty or responsibility to conduct auditing or accounting reviews or procedures or to determine that the Companys 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 Committees recommendation to the Board, it has
relied on managements 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 Companys consolidated financial statements.
The Audit
Committee is responsible for the appointment, subject to shareholder ratification, of the Companys 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 managements report on the effectiveness of the Companys
internal control over financial reporting as well as KPMGs 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 Statement on Auditing Standards No. 61 (Communication with Audit Committees). 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 KPMGs communications with the Audit Committee concerning independence, and has discussed with KPMG its
independence. The Audit Committee also considered whether KPMGs provision of
non-audit
services to the Company is compatible with KPMGs 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 Companys internal controls and the overall quality of the Companys financial reporting.
Based upon the Audit Committees discussions with management and KPMG, the Audit Committees 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 Companys Annual Report on Form
10-K
for the year
ended December 31, 2017 filed with the SEC.
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Audit Committee Members
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Mark G. Foletta
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Andrew M. Stern
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Paul E. Weaver
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PROPOSAL 3: RATIFICATION OF THE SELECTION OF
OUR INDEPENDENT PUBLIC ACCOUNTING FIRM
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PROPOSAL 3
RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM
The Audit Committee appointed KPMG LLP to serve as our independent registered public accounting firm for
the fiscal year ending December 31, 2018. The Board proposes and recommends that the shareholders ratify this appointment.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG served as our principal independent registered public accounting firm for 2017. 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. 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:
Audit Fees
KPMG billed $1,733,953 and $1,885,000 for audit fees in 2017 and 2016, respectively. Audit fees 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.
Audit-Related Fees
KPMG billed $142,256 and $504,486 for audit-related services in 2017 and 2016, respectively. Audit-related
fees consist principally of fees not reported under the Audit Fees heading, including fees
primarily related to accounting consultations.
Tax Fees
KPMG billed (1) $462,035 in 2017 for professional services rendered primarily relating to consultations related to an audit of the Company by the
Internal Revenue Service and tax consultations primarily related to research and development credits, and (2) $408,122 in 2016 for professional services rendered primarily relating to consultations related to an audit of the Company by the
Internal Revenue Service, tax consultations related to research and development credits and
tax-related
acquisition and integration matters.
All Other Fees
We did not incur any other fees billed by KPMG in 2017 or 2016.
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 2016 and 2017, the Audit Committee approved all fees billed by KPMG prior to
the engagement.
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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, 2018.
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PROPOSAL 4:
SHAREHOLDER PROPOSAL
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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 AMNs Common Stock, intends to submit the following proposal at the Annual Meeting.
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 4 Special Shareowner Meeting Improvement
Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give
holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our boards current power to call a special meeting. This includes removing any condition like
continuously for a period of at least one year that was in our bylaws.
More than 100 Fortune 500 companies enable shareholders to call
special meetings and to act by written consent. A shareholder right to call a special meeting and to act by written consent and are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the
annual meeting cycle. AMN Healthcare shareholders do not have the full right to call a special meeting that is available under Delaware law. Also AMN bylaws have an objectionable provision that a special shareholder meeting can be a shadowy
telephonic meeting.
Any claim that a shareholder right to call a special meeting can be costly may be largely moot. When
shareholders have a good reason to call a special meeting our board should be able to take positive responding action to make a special meeting unnecessary.
Please vote to improve our limited right to call a special shareholder meeting:
Special Shareowner Meetings Improvement Proposal 4
The Board of
Directors Statement in Opposition
The Board has considered the proponents proposal to reduce the
threshold to call a special meeting from
the current 20% threshold to 10% and does
not
find it to be in the best interests of our shareholders
for the following reasons:
(1) this right is already provided
with no material restrictions, (2) shareholders have an additional right to act by written consent; (3) our Bylaws do not contain anti-takeover provisions, and we are committed to, and are recognized for, our commitment to effective
corporate governance, and (4) reducing the threshold from 20% to 10% would allow a small minority to create a financial and administrative burden on the majority of our shareholders and the Company.
Over the past two years, we have formally engaged with our shareholders to discuss our corporate governance practices, and we have received positive
feedback for allowing shareholders representing 20% of our common stock (in the aggregate) the right to call a special meeting, which has been noted as a corporate governance best practice. The Boards deliberations with respect to this
proposal reflect the outcomes of these discussions. Your Board recommends that you vote
AGAINST
Proposal 4.
Our shareholders currently have a meaningful right to call a special meeting that strikes a balance for the best interests of
all shareholders
The Board supports a reasonable threshold for providing shareholders the right to call a special meeting, which is why
our Bylaws currently allow holders of 20% of our outstanding common stock (in the aggregate) to call a special meeting with no material restrictions and to act by written consent. Our current threshold of 20% was carefully considered by our Board
and designed to strike a balance between assuring that shareholders have the ability to call a special meeting, while protecting against the risk that a small minority, including those with special interests, could trigger the heavy expenses and
distractions from the business to convene a special meeting, to pursue matters that are not widely viewed, unnecessary to require immediate attention, or for reasons that may not be in the best interests of AMN or our shareholders as a whole.
AMN
HEALTHCARE SERVICES, INC.
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PROPOSAL 4: SHAREHOLDER PROPOSAL
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With the Companys current shareholder composition, adoption of a 10% threshold would allow a single
shareholder to call a special meeting. Given this potential, many companies have not adopted a provision that offers shareholders this right at all. Of all the S&P 500 and Russell 3000 companies that actually offer a special shareholder meeting
right, approximately 78% and 74%, respectively, have a provision that is equivalent to, or more restrictive, than ours.
The
Company is committed to engaging with shareholders and upholding corporate governance best practices
We strive to be a leader in
corporate governance best practices and implemented a formal outreach program where we regularly elicit the views of investors on topics such as this (
see
Overview of Our Corporate Governance Program on page 15 and Our
2017 Shareholder Outreach Summary on page 16 of this Proxy Statement for further details).
The Board believes that the Companys commitment to ongoing and consistent dialogue with
shareholders, combined with the following corporate governance practices, sufficiently serves to protect AMNs shareholders without the unnecessary risks and expenses associated with a 10% special meeting threshold: (1) proxy access
access right to nominate directors, (2) annual director elections, (3) no staggered board, (4) no poison pill provisions, (5) no supermajority voting provisions and (6) shareholders existing right to call special
meetings and act by written consent with no material restrictions. The Boards position is underpinned by the Companys commitment to, and maintenance of, the highest corporate governance QualityScore ranking available under the
Shareholder Rights pillar designed by Institutional Shareholder Services (ISS) to assist investors in reviewing quality factors and assessing risk. For all the above reasons, among others, the proponents proposed 10%
threshold for shareholders to convene a special meeting is neither necessary nor in shareholders best interest.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
AGAINST
THE
SHAREHOLDER PROPOSAL
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SECURITY OWNERSHIP
AND OTHER MATTERS
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SECURITY OWNERSHIP AND OTHER MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of the Record Date 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 the Record Date, 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 the Record Date in both the numerator and the denominator.
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Name
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Number of Shares
of Common Stock
Beneficially Owned
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Percent of
Class
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BlackRock, Inc.
(1)
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5,934,876
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12.41
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%
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The Vanguard Group
(2)
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4,451,649
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9.31
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%
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Susan R. Salka
(3) (4)
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402,109
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*
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R. Jeffrey Harris
(4) (5)
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129,008
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*
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Andrew M. Stern
(7)
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91,621
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*
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Michael M.E. Johns, M.D.
(8)
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90,708
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*
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Paul E. Weaver
(4) (6)
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89,287
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*
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Martha H. Marsh
(4) (9)
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83,105
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*
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Brian M. Scott
(10)
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68,865
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*
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Douglas D. Wheat
(11)
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38,103
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*
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Mark G. Foletta
(12)
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31,487
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*
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Denise L. Jackson
(10)
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26,952
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*
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Ralph S. Henderson
(10)
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21,833
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*
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All directors, director nominees and executive officers as a group
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1,073,078
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2.18
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%
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(1)
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Of the 5,934,876 shares of Common Stock BlackRock, Inc. beneficially owns, it has sole voting power over 5,839,163
shares of Common Stock and sole dispositive power over all such 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 13G/A (Amendment No. 9) filed by BlackRock, Inc. with the SEC on January 23, 2018.
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(2)
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Of the 4,451,649 shares of Common Stock The Vanguard Group (
Vanguard
) beneficially owns, it
has sole voting power over 92,163 shares, shared voting power over 7,117 shares, sole dispositive power over 4,356,669 shares and shared dispositive power over 94,980 shares. Vanguards 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. 2) filed by Vanguard with the SEC on February 8, 2018.
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(3)
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Includes (A) 238,070 shares of Common Stock owned directly by Ms. Salka and (B) 164,039 shares of Common Stock
deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record Date, which are shares she had a right to receive on the Record Date if she exercised all 193,949 of her vested SARS on the Record
Date. Ms. Salka also has 42,096 vested PRSUs for which she has deferred receipt under our Deferred Compensation Plan until January 2, 2019, and 90,201 vested RSUs that are deferred 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 would be delayed six months and one day. Accordingly, we have
not included her 132,297 deferred vested RSUs and PRSUs in the table above because she would have no right to receive such shares within 60 days of the Record Date even if her employment with us terminated on the Record Date. 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.
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SECURITY OWNERSHIP AND OTHER MATTERS
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(4)
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Certain named executive officers and directors have vested equity awards in the form of SARs. Under our SARs, grantees
have the right to acquire an amount of our Common Stock equal in value to the difference between the fair value of our Common Stock on the date of exercise less the grant price. This table reflects the gross number of shares of Common Stock that the
applicable named executive officer or director had the right to acquire on the Record Date based on (A) the fair value of our Common Stock on the Record Date, which equaled $56.90, and (B) the presumed exercise of all SARS that have vested
or will vest within 60 days of the Record Date for such individual. The range of grant prices of our outstanding SARs for our named executive officers and our directors is $5.32 to $8.83 (the
SAR Grant Price Range
).
The number of vested SARs held by our directors (no director has unvested SARs) and their respective SAR Grant Price Range are as follows:
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Director
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# of Vested
SARs on the Record
Date
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SAR Grant Price Range
($)
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R. Jeffrey Harris
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16,448
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6.00 to 8.83
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Martha H. Marsh
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5,397
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5.32
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Paul E. Weaver
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16,448
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6.00 to 8.83
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Additionally, 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.
(5)
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Includes (A) 76,600 shares of Common Stock owned directly by Mr. Harris and (B) 52,408 shares of Common Stock
deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record Date, which 52,408 shares consist of (i) 14,305 shares of Common Stock that he has a right to receive on the Record Date if he
exercised all 16,448 of his vested SARs on the Record Date, (ii) 34,738 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (iii) 3,365 shares of Common Stock underlying RSUs that
will vest within 60 days of the Record Date.
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(6)
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Includes (A) 39,657 shares of Common Stock owned directly by Mr. Weaver and (B) 49,630 shares of Common Stock
deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record Date, which 49,630 shares consist of (i) 14,305 shares of Common Stock that he has a right to receive on the Record Date if he
exercised all 16,448 of his vested SARs on the Record Date, (ii) 31,960 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (iii) 3,365 shares of Common Stock underlying RSUs that
will vest within 60 days of the Record Date.
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(7)
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Includes (A) 6,668 shares of Common Stock owned directly by Mr. Stern and (B) 84,953 shares of Common Stock
deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record Date, which 84,953 shares consist of (i) 81,588 shares of Common Stock underlying vested RSUs for which receipt has been deferred until
his separation from service and (ii) 3,365 shares of Common Stock underlying RSUs that will vest within 60 days of the Record Date.
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(8)
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Includes (A) 46,418 shares of Common Stock owned directly by Dr. Johns and (B) 44,290 shares of Common Stock
deemed to be beneficially owned by Dr. Johns by reason of the right to acquire such shares within 60 days following the Record Date, which 44,290 shares consist of (i) 40,925 shares of Common Stock underlying vested RSUs for which receipt has
been deferred until his separation from service and (ii) 3,365 shares of Common Stock underlying RSUs that will vest within 60 days of the Record Date.
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(9)
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Includes (A) 45,998 shares of Common Stock owned directly by Ms. Marsh and (B) 37,107 shares of Common Stock
deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record Date, which 37,107 shares of Common Stock consist of (i) 4,892 shares of Common Stock that she has a right to receive on the
Record Date if she exercised all 5,397 of her vested SARs on the Record Date, (ii) 28,850 shares of Common Stock underlying vested RSUs for which receipt has been deferred until her separation from service and (iii) 3,365 shares of Common Stock
underlying RSUs that will vest within 60 days of the Record Date.
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(10)
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All shares of Common Stock reflected in this row are owned directly by the named executive officer.
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(11)
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Includes 38,103 shares of Common Stock deemed to be beneficially owned by Mr. Wheat by reason of the right to
acquire such shares within 60 days following the Record Date, which 38,103 shares consist of (A) 34,738 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (B) 3,365 shares of
Common Stock underlying RSUs that will vest within 60 days of the Record Date.
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(12)
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Includes (A) 3,525 shares of Common Stock owned directly by Mr. Foletta and (B) 27,962 shares of Common Stock
deemed to be beneficially owned by Mr. Foletta by reason of the right to acquire such shares within 60 days following the Record Date, which 27,962 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) 3,365 shares of Common Stock underlying RSUs that will vest within 60 days of the Record Date.
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Section 16(a) Beneficial Ownership 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 greater than 10% shareholders 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 2017.
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SECURITY OWNERSHIP
AND OTHER MATTERS
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Shareholder Proposals for the 2019 Annual Meeting of Shareholders
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 2019 Annual Meeting of Shareholders without including such proposal in our proxy statement must deliver written notice
thereof to our Secretary not before December 19, 2018 and not later than January 18, 2019. We must receive shareholder proposals intended to be included in the 2019 proxy statement no later than November 8, 2018.
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 2019 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 2019 proxy statement about the nature of the matter and how management intends to vote on such matter.
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, 2017 and certain exhibits thereto.
Shareholders may request additional copies by sending a written request to AMN Healthcare Services, Inc.,
12400 High Bluff Drive, Suite 100, San Diego, California 92130, Attn: Denise L. Jackson, Chief Legal Officer and Corporate Secretary.
Delivery 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 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 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.
AMN
HEALTHCARE SERVICES, INC.
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EXHIBIT A TO
PROXY STATEMENT
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EXHIBIT A TO PROXY STATEMENT
Information Required to Have a
Nominee of a Shareholder Considered by the Corporate Governance Committee for Election at the 2019 Annual Meeting of Shareholders
To have a nominee considered by the Corporate Governance Committee for election at the 2019 Annual
Meeting of Shareholders, a shareholder must submit the recommendation with the information set forth below in writing to our Secretary at our corporate headquarters no later than January 18, 2019 and no sooner than December 19, 2018.
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The name and address of the candidate; and
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A brief biographical description of the candidate, including the candidates occupation for at least the last five
years, and a statement of the qualifications of the candidate taking into account the qualifications requirements set forth in our Guidelines as well as:
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(1)
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the name and address, as they appear on our books, of the shareholder and the name and address of any beneficial owner
on whose behalf a nomination is being made and the names and addresses of their affiliates,
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(2)
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the class and number of shares of stock held of record and beneficially by such shareholder, and any such beneficial
owner or affiliate, and the date such shares were acquired,
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(3)
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a description of any agreement, arrangement or understanding regarding such nomination between or among such
shareholder, beneficial owners, affiliates or any other persons (including their names) acting in concert with any of the foregoing, and a representation that the shareholder will notify us in writing of any such agreement, arrangement or
understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed,
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(4)
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a description of any agreement, arrangement or understanding (including any derivative or short positions, profit
interests, options, hedging transactions and borrowed or loaned shares) that has been entered into as of the date of the notice of nomination by, or on behalf of, such shareholder, beneficial owners or affiliates the effect or intent of which is to
mitigate loss to, manage risk or benefit from share price changes
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for, or increase or decrease the voting power of such shareholder, beneficial owners or affiliates with respect to shares of our capital stock and a representation that the shareholder will
notify us in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed,
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(5)
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a description in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or
other relationship pursuant to which such shareholder, beneficial owners or affiliates have a right to vote any shares of our capital stock,
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(6)
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a representation that the shareholder is a holder of record of our capital stock entitled to vote at the meeting and
intends to appear in person or by proxy at the meeting to propose such nomination,
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(7)
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all information regarding each shareholder nominee that would be required to be set forth in a definitive proxy
statement filed with the SEC pursuant to Section 14 of the Exchange Act, and the written consent of each shareholder nominee to being named in a proxy statement as a nominee and to serve if elected,
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(8)
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a description of all direct and indirect compensation and other material monetary agreements, arrangements and
understandings during the past three years, and any other material relationships, between or among such shareholder, beneficial owners, affiliates or others acting in concert therewith, including all information that would be required to be
disclosed pursuant to Rule 404 promulgated under Regulation
S-K
if such shareholder, beneficial owner or any person acting in concert therewith, were the registrant for purposes of such rule and
the shareholder nominee were a director or executive of such registrant,
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(9)
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a statement of whether the shareholder nominee agrees to tender a resignation if he or she fails to receive the
required vote for
re-election,
in accordance with the Guidelines and Section 3.3 of the Bylaws, and
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EXHIBIT A TO PROXY STATEMENT
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(10)
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all other information that would be required to be filed with the SEC if the shareholder, beneficial owner or affiliate
were a participant in a solicitation
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subject to Section 14 of the Exchange Act or any successor statute thereto.
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We may require any shareholder
nominee to furnish such other information as we may reasonably require to determine the eligibility of the shareholder nominee to serve as one of our directors.
A-2
AMN HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
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EXHIBIT B TO
PROXY STATEMENT
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EXHIBIT B TO PROXY STATEMENT
Non-GAAP
Reconciliation for Consolidated AEBITDA For Purposes of 2017 Bonus Achievement
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(in thousands)
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Year Ended
December 31,
2017
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Revenue
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Nurse and allied solutions
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$
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1,238,543
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Locum tenens solutions
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430,615
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Other workforce solutions
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319,296
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$
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1,988,454
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Segment operating income
(1)
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Nurse and allied solutions
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$
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182,792
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Locum tenens solutions
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51,422
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Other workforce solutions
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81,154
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315,368
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Unallocated corporate overhead
(2)
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58,954
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AEBITDA
(3)
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$
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256,414
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Depreciation and amortization
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32,279
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Share-based compensation
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10,237
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Acquisition and integration costs
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1,458
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Interest expense, net, and other
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19,677
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Income from operations before income tax
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192,763
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Income tax expense
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60,205
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Net income
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$
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132,558
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(in thousands)
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Year Ended
December 31,
2017
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AEBITDA
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$
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256,414
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Adjustments
(4)
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6,997
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Pre Bonus AEBITDA
(5)
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$
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263,411
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(1)
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Segment operating income represents net income plus interest expense (net of interest income) and other, income tax
expense, depreciation and amortization, unallocated corporate overhead, acquisition and integration costs and share-based compensation expense.
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(2)
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Please note that the amount set forth in this line item excludes the amount set forth in the line item below entitled
acquisition and integration costs. Acquisition and integration costs are a subset of unallocated corporate overhead.
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(3)
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AEBITDA represents net income plus interest expense (net of interest income) and other, income tax expense,
depreciation and amortization, acquisition and integration costs, and share-based compensation expense. Management believes that AEBITDA 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. AEBITDA 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 AEBITDA are not indicative of our operating performance, these items do impact the statement of comprehensive income, and management therefore
utilizes AEBITDA as an operating performance measure in conjunction with GAAP measures such as net income.
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(4)
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The amount represents the adjustments to Adjusted EBITDA decided by the Compensation Committee for bonus calculation
and payout only. In establishing
Pre-Bonus
Adjusted EBITDA targets at the beginning of the year, the Compensation Committee excludes from Adjusted EBITDA, the payout of bonuses and other extraordinary items
not contemplated in the Companys 2017 Ops Plan that should be excluded for bonus purposes.
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(5)
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Pre-bonus
AEBITDA represents the adjustments made to AEBITDA decided by the
Compensation Committee.
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AMN
HEALTHCARE SERVICES, INC.
ï
2018 Proxy Statement
B-1
OUR ASPIRATION
We strive to be recognized as one of the most
trusted
,
innovative
, and
influential
forces in
helping healthcare organizations provide a quality patient care experience that is more human, more effective, and more achievable.
OUR MISSION
Every day, we...
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Deliver the best talent and insights to help healthcare organizations optimize their workforce
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Give healthcare professionals opportunities to do their best work towards quality patient care
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Create a values-based culture of innovation where our team members can achieve their goals
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Fortune 100 Fastest Growing Companies #11
2018 Human Rights Campaign Corporate Equality Index
2018 Bloomberg Gender-Equality Index
NYSE Governance Services Leadership
2016 Exemplary Compensation Discussion and Analysis (CD&A)
2015 Best Governance, Risk and Compliance Program at Small to Mid-Cap Company
Corporate Secretary
2015 Best Compliance & Ethics Program
2015 Corporate Governance Team of the Year
Staffing Industry Analysts
Largest Temporary Healthcare Staffing Firm in the U.S.
#1 Travel Nurse Staffing Provider in the U.S.
#1 Allied Healthcare Staffing Provider in the U.S.
HRO Today
2016 Partnership in Staffing Excellence
2017 Partnership in Recruiting Excellence
Achievers 50 Most Engaged Workplaces
Beckers Hospital Review Top 150 Places to Work in Healthcare
National Best & Brightest Companies to Work For
AMNHealthcare.com | NYSE: AMN | Toll Free: (866) 871-8519
©
2018 AMN Healthcare AMN 18 C001
OUR VALUES CONTINUOUS IMPROVEMENT PASSION INNOVATION CUSTOMER FOCUS TRUST RESPECT
ANNUAL MEETING OF SHAREHOLDERS OF AMN HEALTHCARE SERVICES, INC.
Date: Wednesday, April 18, 2018 Time: 8:30 A.M. (Central Time)
Place: 8840 Cypress Waters
Blvd., Suite 300, Dallas, Texas 75019
Please make your marks like this: Use dark black pencil or pen only
The Board of Directors recommends you vote FOR the election of each of the following eight director nominees listed below:
1: Election of Directors Recommends Board
For Against Abstain
01 Mark G. Foletta FOR
02 R. Jeffrey Harris FOR
03 Michael M.E. Johns, M.D. FOR
04 Martha H. Marsh FOR
05 Susan R. Salka FOR
06 Andrew M. Stern FOR
07 Paul E. Weaver FOR
08 Douglas D. Wheat FOR
The Board of Directors recommends you vote FOR proposal 2:
Board
For Against Abstain Recommends
2: To the approve, compensation by non of -binding the
Companys advisory named vote, FOR executive officers
The Board of Directors recommends you vote FOR proposal 3:
Board
For Against Abstain Recommends
3: To ratify the appointment of KPMG LLP as the Companys independent registered public FOR
December accounting 31, firm 2018 for the fiscal year ending
The Board of
Directors recommends you vote AGAINST proposal 4: Board
For Against Abstain Recommends
4: A shareholder proposal entitled: Special
Shareowner Meetings Improvement
AGAINST business Note: In their as may discretion, properly the come proxies before are the authorized Annual Meeting to vote upon or any such adjournment other or postponement of the Annual Meeting.
Authorized Signatures - This section must be completed for your Instructions to be executed.
Please Sign Here Please Date Above
Please Sign Here Please Date Above
Please sign exactly as your name(s) appear(s) on your proxy card. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include
title and authority. Corporations should provide full name of the corporation and title of authorized officer signing the proxy.
Please separate carefully at the
perforation and return just this portion in the envelope provided.
Annual Meeting of Shareholders of AMN Healthcare Services, Inc. to be held on Wednesday, April
18, 2018 for holders of common stock as of February 21, 2018
This proxy is being solicited on behalf of the Board of Directors
VOTE BY:
INTERNET TELEPHONE
Call www.proxypush.com/AMN 866-892-1716
Cast your vote online.
OR Use any touch-tone telephone.
View Meeting Documents. Have your Proxy
Card/Voting
Instruction Form ready.
Follow the recorded
instructions.
MAIL
Mark, sign and date your Proxy Card/Voting
Instruction Form.
Detach your Proxy Card/Voting Instruction Form.
Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided.
All votes must be received by 5:00 P.M., Eastern Time, on April 17, 2018, the day before the Annual Meeting.
The undersigned hereby appoints Douglas D. Wheat, Andrew M. Stern and Paul E. Weaver, and each or either of them, as the true and lawful attorneys of the undersigned, with full
power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of Common Stock of AMN Healthcare Services, Inc. (the Company) which the undersigned is entitled to vote at Annual Meeting of
Shareholders of the Company and any adjournment or postponement thereof upon the matters specified and upon such other matters as may be properly brought before the Annual Meeting or any adjournment thereof, conferring authority upon such true and
lawful attorneys to vote in their discretion on such other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof, and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF EACH OF THE EIGHT DIRECTOR
NOMINEES LISTED IN PROPOSAL 1, FOR PROPOSALS 2 AND 3 AND AGAINST PROPOSAL 4.
PROXY TABULATOR FOR
AMN HEALTHCARE SERVICES, INC. P.O. BOX 8016 CARY, NC 27512-9903
EVENT #
CLIENT #
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Proxy AMN Healthcare Services, Inc. Annual
Meeting of Shareholders April 18, 2018 at 8:30 a.m. (Central Time) This Proxy is Solicited on Behalf of the Board of Directors The undersigned, revoking all previous proxies, hereby appoints Douglas D. Wheat, Andrew M. Stern and Paul E. Weaver
(collectively, the Named Proxies), 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), the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company, or any adjournment or postponement thereof, to be held at the 8840 Cypress Waters Boulevard Suite 300, Dallas, Texas 75019, on April 18,
2018 at 8:30 a.m. Central Time and all adjournments thereof. The purpose of the Annual Meeting is to take action on the following: 1. Proposal 1: To elect Directors. 2. Proposal 2: To approve, by a non-binding advisory vote, the compensation of the
Companys named executive officers. 3. Proposal 3: To ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018. 4. Proposal 4: A shareholder proposal
entitled: Special Shareowner Meetings Improvement, if properly presented. The Company may also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. The
eight directors up for re-election are: Mark G. Foletta, R. Jeffrey Harris, Michael M.E. Johns, M.D., Martha H. Marsh, Susan R. Salka, Andrew M. Stern, Paul E. Weaver and Douglas D. Wheat. The Board of Directors of the Company recommends a vote
FOR the election of the eight director nominees listed in proposal 1, FOR proposals 2 and 3 and AGAINST proposal 4. This proxy, when properly executed, will be voted in the manner directed herein. If no direction
is made, this proxy will be voted FOR all nominees for director, FOR proposals 2 and 3 and AGAINST proposal 4. In their discretion, the Named Proxies are authorized to vote upon such other matters that may
properly come before the Annual Meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE), but you need not mark any box if you wish to vote in accordance with the
Board of Directors recommendation. The Named Proxies cannot vote your shares unless you sign and return this card. To attend the meeting and vote your shares in person, please mark this box. Please separate carefully at the perforation and
return just this portion in the envelope provided.
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