AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS The Compensation Committee placed considerable emphasis on our TSR as well as financial and operational performance over the past 12 months in determining our CEO’s 2017 cash bonus as well as her 2017 equity awards. Because certain compensation information included in this proxy statement spans the last three fiscal years, we have set forth below our cumulative total shareholder return and compound annual growth rate for the one-, two- and three- year periods ended December 31, 2017. Period Cumulative Total Shareholder Return (1) Compound Annual Growth Rate Common Stock Price at Beginning of Period One-Year Period Ended December 31, 2017 33% N/A $ 38.45 Two-Year Period Ended December 31, 2017 54% 26% $ 31.05 Three-Year Period Ended December 31,2017 165% 36% $ 19.60 (1) The closing price of our Common Stock on December 29, 2017 (the last trading day of the year) was $49.25. Cumulative total shareholder return is the percentage increase in the 90 day average closing price of our Common Stock on the trading day at the end of the relevant investment period from the 90 day average closing price of our Common Stock on the last trading day of the year preceding the beginning of the applicable period. We did not pay any dividends during the periods set forth in this table. 2017 Compensation for Our Named Executive Officers Numerous factors influenced our compensation decisions for 2017 with the customary overarching goal of closely linking pay to performance. In 2017, performance-based cash incentives and equity compensation (which is inherently linked to performance) comprised 73% of our CEO’s compensation, and 56%—63% of the total compensation for each of our other named executive officers. To illustrate this, the chart set forth below reflects the percentage breakdown of our CEO’s 2017 compensation as set forth in the Summary Compensation Table. As the Compensation Committee has consistently done throughout the past several years, it based its 2017 compensation decisions around financial goal setting for 2017 and other actions influencing executive compensation on AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 31 Ceocompensationatrisk5%22%14%59%73%atriskSalarybonusequityother