AMN 2018 Proxy Statement

CORPORATE GOVERNANCE nominated. Shareholder nominees must complete and return the questionnaire within the time frame provided to be considered for nomination by the Corporate Governance Committee. The Corporate Governance Committee received no recommendations for a director nominee from any shareholder for the director election to be held at the Annual Meeting. COMPENSATION COMMITTEE The Compensation Committee Charter, last amended in April 2017, sets forth the Committee’s duties. Among other things, the Compensation Committee: (1) reviews, and, when appropriate, administers and makes recommendations to the Board regarding (A) compensation of our CEO (including employment agreements or severance arrangements, if applicable, and executive supplemental benefits or perquisites, if any), all senior officers that report directly to our CEO and our directors and (B) our incentive compensation plans and equity-based plans, (2) prepares the Compensation Committee Report and oversees the preparation of our compensation disclosure and analysis required by the SEC to be included in our annual proxy statement and recommends their inclusion in the annual proxy statement to the Board, (3) recommends the proposals on “say-on-pay” and the frequency of the “say-on-pay” vote that are required by SEC rules, (4) reviews our incentive compensation arrangements generally to determine whether they encourage excessive risk-taking, and (5) evaluates the performance of our CEO. For further information about the responsibilities of the Compensation Committee, please see the Compensation Discussion and Analysis beginning on page 28 below. Compensation Committee Interlocks and Insider Participation The Compensation Committee, whose members are Ms. Marsh, Mr. Harris and Dr. Johns, consists exclusively of non-employee, independent directors, none of whom has a business relationship with us, other than in his or her capacity as director, or has any interlocking relationships with us that are subject to disclosure under the rules of the SEC related to proxy statements. Compensation Committee Consultant Independence The Compensation Committee retains an independent consultant to assist it in fulfilling its responsibilities. Since 2008, the Compensation Committee has utilized Frederic W. Cook & Co., Inc. as its compensation consultant. Our compensation consultant advises the Compensation Committee on a variety of topics, including, among others, our equity compensation program, the design of our cash incentive program, the evaluation of the alignment of our compensation program with our shareholders’ interests, the risks presented by our executive compensation program structure, the assessment of the program compared to our peers and director and executive compensation trends. In retaining and utilizing Frederic W. Cook & Co., the Compensation Committee considers (1) our directors’ experience with its employees and representatives while serving on other boards, (2) knowledge and experience in executive compensation program design, corporate finance and legal and regulatory issues, (3) experience providing consultative services to boards, as well as its analysis of our existing program and proposal of key considerations in evaluating and strengthening our program and (4) factors affecting independence, including factors set forth by the NYSE for evaluating the independence of advisors. In connection with its consideration of Frederic W. Cook & Co.’s independence, the Compensation Committee factored in that Frederic W. Cook & Co. does provide consulting services to other companies that have a director who is also a director of ours, but it does not have any other relationship with or provide any other services to us. As a result of the Compensation Committee’s review of the factors affecting independence, it has determined that Frederic W. Cook & Co. is independent and has no conflicts of interest with us. EXECUTIVE COMMITTEE The Executive Committee exercises the power of the Board in the interval between meetings of the Board. 24 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement