AMN 2018 Proxy Statement

DIRECTOR COMPENSATION AND OWNERSHIP GUIDELINES 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. Name Fees earned or paid in cash ($) Stock Awards ($) (1) Total ($) Mark G. Foletta 93,750 135,021 228,771 R. Jeffrey Harris 63,750 135,021 198,771 Michael M.E. Johns, M.D. 73,750 135,021 208,771 Martha H. Marsh 78,750 135,021 213,771 Andrew M. Stern 63,750 135,021 198,771 Paul E. Weaver 73,750 135,021 208,771 Douglas D. Wheat 157,500 135,021 292,521 (1) 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. 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 Board’s desire that each non-management director will hold Common Stock and vested but unsettled RSUs of the Company equal to a value of at least three times the director’s 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. ⎪ 2018 Proxy Statement 27