AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS 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: • 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 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%. • Our consolidated AEBITDA (2) increased year-over-year by approximately 8 % , from $236.9 million to $256.4 million. • Our annual consolidated AEBITDA margin (3) increased 40 basis points year-over-year, from 12.5% to 12.9%. • 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. • 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. 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) 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. (2) 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). (3) AEBITDA margin represents, as a percentage, AEBITDA divided by consolidated revenue. 30 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement Consolidatedrevenue(MM)$1,988$1,9022016revenue2017revenue5%yoygrowthConsolidatedAEBITDA(MM)12.9%margin12.5%margin$256.4$236.92016AEBITDA2017AEBITDA8%yoygrowth