AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS Below is a summary relating to the total rewards compensation package we provide our named executive officers. What We Do Í 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. Í 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 CEO’s total compensation and at least half of the total compensation for each of our other named executive officers in 2017. Í 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). Í Grant PRSUs that Focus on Our Long-Term Goals . We grant PRSUs that vest based on our long-term AEBITDA margin goals (“ AEBITDA PRSUs ”). Í Ownership Guidelines . We have meaningful stock ownership requirements for our named executive officers. Í 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 ”). Í 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. Í 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. Í 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. Í 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 . What We Don’t Do È No Risky Programs . We do not engage in compensation programs that create undue risk. È 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. È No Employment Contracts Other than with CEO . We do not provide employment contracts other than for our CEO. È 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. È No Options or SARs . We have not granted equity awards in the form of options or SARs since 2010. AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 29