AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS executive compensation. We exclude our named executive officers from participating in our 401(k) plan, primarily to assist us in satisfying discrimination testing performed on our 401(k) plan. The Deferred Compensation Plan serves as the only retirement plan for our management, including our named executive officers. The Deferred Compensation Plan is not intended to be tax qualified. We describe the Deferred Compensation Plan more fully in the section entitled “Nonqualified Deferred Compensation” below. We also offer healthcare insurance and other employee benefit programs to our named executive officers, which are generally the same as those programs provided to all eligible employees. We offer these plans to support our objective of attracting and retaining strong talent. LIMITED PERQUISITES Consistent with our executive compensation philosophy and our commitment to align pay with performance, we have generally refrained from providing perquisites to our named executive officers. However, in September 2017 our CEO relocated to Dallas, Texas to provide increased executive leadership to our more than 600 employees located in our Dallas office. In connection with her relocation and to better support our Dallas office’s strategic objectives, the Company agreed to pay Ms. Salka a monthly housing allowance, which the Compensation Committee will review and evaluate on an annual basis. In 2017, the Company paid $32,000 in housing allowances to our CEO. EMPLOYMENT AND SEVERANCE AGREEMENTS Severance arrangements serve as the fifth component of our executive compensation program. We are party to an employment agreement with our CEO, which contains severance provisions, and have entered into severance agreements with each of our other named executive officers. We entered into these agreements in support of our objectives regarding attraction and retention of strong management. In determining the appropriate severance levels, we considered survey data, advice from our compensation consultant and the Compensation Committee’s experience. We describe the terms of these agreements more fully in the section entitled “Termination of Employment and Change in Control Arrangements” below. Our 2017 Compensation Program and Results Our named executive officers’ 2017 direct compensation consisted of: (1) a base salary; (2) cash incentive bonus based on performance; (3) long-term equity incentives and (4) all other compensation, typically ranges from 1%—5% of our CEO’s total compensation. We discuss each component of our 2017 compensation program for our named executive officers in more detail below. BASE SALARY In late 2016, the Compensation Committee reviewed annual base salary levels for the named executive officers, and after careful consideration, approved increases effective January 1, 2017 ranging from three to six percent from the previous year, as set forth in the table immediately to the right. In December 2017, the Compensation Committee considered base salaries of our named executive officers for 2018. In making determinations, the Compensation Committee considers, among other things, peer group benchmarking, individual and company performance. When benchmarking Ms. Salka’s 2017 base salary, it was below the median among other CEOs among our peers. Named Executive Officer 2016 Salary ($) 2017 Salary ($) Increase % Susan R. Salka 790,000 837,400 6 Brian M. Scott 450,000 465,000 3 Ralph H. Henderson 450,000 465,000 3 Denise L. Jackson 375,000 390,000 4 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 39