AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS The Compensation Committee believes that our executive compensation program in 2017 satisfied each of the four themes identified above. In 2017, the Compensation Committee took the following actions: (1) Continued to use PRSUs tied to total shareholder return and financial goals (i.e., AEBITDA) over a three-year period, (2) Established goals of 7.8% and 8.2% year-over-year consolidated revenue and AEBITDA growth, respectively, that we needed to satisfy in order for the named executive officers to receive their target bonuses, (3) Modestly adjusted base salaries upward in 2017 to more closely align with industry and peer group pay practices and reward strong performance, and (4) Continued to reward named executive officers for strong financial, operational and Common Stock performance through the use of reasonable, competitive amounts of incentive based compensation. In 2018, based on discussions with our shareholders and input from the Compensation Committee’s independent consultant, the Compensation Committee made adjustments to the vesting schedule and maximum payouts of new equity awards to reduce complexity and reflect more common market practices (e.g., a three-year ratable vesting schedule for its time-vested RSUs). Our Compensation Program Philosophy and Objectives A guiding principle of our Executive Compensation Philosophy is that compensation realized by executives should generally reflect the individual skills and contributions of the executive in achieving the strategic, financial and operational goals of the Company and the leadership they demonstrate in promoting our values- based culture. Additionally, corporate governance best practices and the annual shareholder advisory vote on executive compensation are also considered in the design of our executive’s total rewards package. Our philosophy embraces the following principles, which the Compensation Committee sets forth in its Executive Compensation Philosophy, and is available in the “Corporate Governance” section under the “Investor Relations” tab of our Company’s website at www.amnhealthcare.com . • Be performanced-based, with variable pay constituting a significant portion of total compensation, • Create commonality of interest between our executives and shareholders by tying realized compensation directly to changes in shareholder value, • Focus on propelling growth in the attainment of our short- and long-term financial and strategic objectives, • Reward our executives for long-term improvement in shareholder value, • Provide pay based on performance without regard to legal classification, • Attract, retain and motivate highly skilled and innovative executives that embrace and promote AMN’s values-based culture that fosters innovation, • Build a strong talent base to reinforce our succession planning objectives, • Be competitive with companies in our peer group, • Maximize the financial efficiency of the overall program from, including but not limited to tax, accounting, and cash flow perspectives, and • Ensure that corporate governance practices and the impact of our say-on-pay proposals are upheld. With these principles as our foundation, we have designed and continually evaluate and modify, as necessary, our executive compensation program to support our strategic objectives of achieving above- market growth in revenue and profitability by (1) being the market leader and innovator in healthcare workforce solutions and staffing services, (2) growing our overall revenue mix from workforce solutions and technology and (3) delivering a superior customer experience through operational excellence and agility. The primary components of our executive compensation program—(1) base salary, (2) annual cash performance bonuses, and (3) long-term equity incentive awards— reflect the implementation of our executive compensation philosophy. The Compensation Committee is provided with benchmarking information of each of these components at the 25th percentile, the median, 75th and 90th percentile utilizing companies, including all members of our peer group, that are similar to us in terms of business type, revenue and market capitalization. The Compensation Committee considers benchmarking data AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 33