AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS MS. JACKSON’S BONUS METRICS Pre-Bonus AEBITDA Revenue RP/Leadership Levels % of Target Pre-Bonus AEBITDA ($ in 1000’s) Bonus Amount ($) % of Target Revenue ($ in 1000’s) Bonus Amount ($) % of Target Target ($) Maximum 120 315,558 163,800 110 2,255,000 163,800 200 140,400 Target 100 262,965 81,900 100 2,050,000 81,900 100 70,200 Threshold 90 236,668 40,950 90.5 1,855,250 4,095 None N/A MS. JACKSON’S BONUS METRICS ACHIEVED AND BONUS EARNED Achieved 100 263,411 81,900 97 1,988,454 57,330 Not Determined (5) Total Bonus Earned: $139,230 % of Target Bonus Earned under Financial Component: 85% (5) As discussed in the narrative above, the Compensation Committee decided to tie the RP/Leadership Component for each named executive officer in 2017 to the implementation of new front and back office enterprise information technology systems across the Company’s portfolio. We now anticipate that the new platform will launch in the first half of 2018 in our locum tenens segment. As a result, we will not determine the amount that any named executive officer earns under this component of the 2017 bonus until June 2018, and we will report the amount that we pay under this component, if any, as compensation for 2018. LONG-TERM INCENTIVE COMPENSATION In 2017, the Compensation Committee granted equity awards to each named executive officer and believes it serves as a key component of our named executive officer’s compensation package. We set forth in the chart below the AGD Fair Value of each equity component granted to each named executive officer. Named Executive Officer AGD Fair Value of 2017 TSR PRSU Award ($) AGD Fair Value of 2017 AEBITDA PRSU Award ($) AGD Fair Value of 2017 RSU Award ($) Total AGD Fair Value of 2017 Awards ($) Susan R. Salka 599,967 699,988 1,000,000 2,299,955 Brian M. Scott 209,981 244,994 244,994 699,969 Ralph S. Henderson 209,981 244,994 244,994 699,969 Denise L. Jackson 122,945 143,516 143,516 409,978 TSR PRSUs The TSR PRSU grant represented approximately 30% of the total 2017 equity grant value, based on the grant date fair value, that was awarded to each named executive officer, and it will be earned at the end of an approximately three-year performance period (i.e., shortly after December 31, 2019, with the number of shares that are ultimately earned contingent on our total shareholder return for the period relative to the companies in the Russell 2000 Index on December 31, 2016, with our absolute total shareholder return (collectively, the “ TSR Measurement ”). If we perform at the 25th percentile of the relative total shareholder return (“ Relative TSR ”) of companies included in the Russell 2000 Index as of December 31, 2016, and absolute TSR is positive, then 25% of the PRSUs will be earned. If we perform at the 50th percentile of Relative TSR, 100% of the PRSUs will be earned. If we perform at the 75th percentile, the maximum amount, 175%, of the target number of PRSUs will be earned. Amounts that may be earned increase in one percentile intervals from the 25th percentile up to the 75th percentile (as set forth in footnote (1) in the following table). These percentages are also subject to a “penalty” or discount whereby the payout will be reduced to the target amount if we exceed the 50th percentile threshold of Relative TSR but do not have a positive absolute TSR. If we conducted the TSR Measurement on December 31, 2017: (1) Relative TSR would have measured at the 73rd percentile, and (2) Absolute TSR would have been positive. Based on those results, 169% of the named executive officers’ target number of TSR PRSUs granted in 2017 would have been earned. The table set forth below discloses the percentage of the 2017 target PRSUs that may be potentially earned depending on the actual results of the Company’s TSR Measurement: (6) AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 43