AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS BONUS PLAN Target Bonus . In January 2017, the Compensation Committee reviewed the target bonus level for each named executive officer, which we express as a percentage of annual base salary. After careful consideration of peer group data and other benchmarking information, the Compensation Committee decided to maintain the existing bonus percentage target for Mr. Scott and Ms. Jackson while increasing the target percentage for Ms. Salka and Mr. Henderson. The table below shows 2017 target bonus information for each named executive officer both in dollar amount and a percentage of salary together with, for comparative purposes, the same figures for 2016. Named Executive Officer 2016 Bonus Target (% of Salary) 2017 Bonus Target (% of Salary) 2016 Bonus Target ($) 2017 Bonus Target ($) Susan R. Salka 100 110 790,000 921,140 Brian M. Scott 85 85 382,500 395,250 Ralph S. Henderson 75 85 337,500 395,250 Denise L. Jackson 60 60 225,000 234,000 We believe that Ms. Salka’s 2017 dollar bonus target fell around the median among CEOs within our 2017 executive compensation peer group, which the Compensation Committee believed was appropriate as an incentive since Ms. Salka’s base salary fell below the median. Structure of our Bonus Plan. In 2017, and consistent with previous years, the Financial Component comprised 70% of our named executive officers’ total target bonuses, and the RP/Leadership Component comprised the remaining 30%. Beginning in 2017, Mr. Henderson’s Financial Component bonus is tied to the Company’s consolidated annual revenue and AEBITDA goals due to his oversight of businesses within each of our reporting segments. We tied the Financial Component of the bonus to the achievement of financial targets set forth in the Company’s 2017 Annual Operating Plan (the “ 2017 Ops Plan ”) that we understood had represented above market growth for our three business segments on a consolidated basis. In 2017, the weighting of the performance metrics was consistent for each of our named executive officers: Named Executive Officer Consolidated Revenue Consolidated AEBITDA RP/ Leadership Component Susan R. Salka 35% 35% 30% Brian M. Scott 35% 35% 30% Ralph S. Henderson 35% 35% 30% Denise L. Jackson 35% 35% 30% Rationale of Annual Bonus Performance Goals. The Compensation Committee has continued to utilize financial, relative performance and leadership goals in its annual incentive bonus program over the last several years for a variety of reasons. It chose revenue because it believes it remains to be one of the most reliable measurements to evaluate the success of our strategy, which is to grow as a workforce solutions company. It also selected revenue because investors focus on revenue growth as a metric when evaluating our performance. The Compensation Committee also chose AEBITDA, and understands its widespread acceptance among management, the Board, shareholders and analysts to assess our profitability and performance. Both revenue and AEBITDA (along with net income) are routinely areas of focus during our earnings calls. Furthermore, the Compensation Committee believes AEBITDA is an objective measure of management’s performance, and it excludes items over which management has less control, such as amortization, interest expense and taxes. The Compensation Committee uses the RP/Leadership Component to, among other things, distinguish among individuals with respect to non-financial metrics, such as leadership, personal performance, and contributions and execution on our strategic and operational initiatives. 40 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement