AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS 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 officer’s 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 AMN’s 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 officer’s total rewards program, and (4) how each component fits into our Compensation Committee’s overall objective to support the Company’s 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. NAME CURRENT TITLE Susan R. Salka President and Chief Executive Officer Brian M. Scott Chief Financial Officer, Chief Accounting Officer and Treasurer Ralph S. Henderson President, Professional Services and Staffing Denise L. Jackson Chief Legal Officer and Corporate Secretary 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: • to align pay with performance, with variable pay constituting a significant portion of total compensation; • to create commonality of interest between our executives and shareholders by tying realized compensation directly to changes in shareholder value; • to support the attainment of our short- and long-term financial and strategic objectives; • 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 • to foster a culture of integrity and ethics where team members are treated with respect and appreciation for their contributions. 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. ⎪ 2018 Proxy Statement