AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS Relative TSR Percentile Rank % of 2017 TSR PRSUs Earned if Absolute TSR Is Negative (1) % of 2017 TSR PRSUs that Are Earned if Absolute TSR Is Positive <25.0% 0 0 25.0% 12.50 25.00 37.5% 31.25 62.50 50.0% 100.00 100.00 62.5% 100.00 137.50 75.0% 100.00 175.00 (1) For each one percentile above the 25th percentile, an additional 3% of the TSR PRSUs will be earned if Absolute TSR is positive, and the maximum payout cannot exceed 175%. If Absolute TSR is negative, for each one percentile above the 25th percentile, an additional 1.5% of the TSR PRSUs will be earned up to the 50th percentile with the maximum payout of 100%. AEBITDA PRSUs In 2017, the Compensation Committee once again determined it best to dedicate a significant portion of the PRSUs to focusing our named executive officers on achieving a 13.5% AEBITDA margin for 2019. (7) Similar to the TSR PRSUs, the number of shares that may ultimately be earned ranges from 0% to 175% of the target number of AEBITDA PRSUs depending on our actual AEBITDA margin for 2019. Time-Vested RSUs Consistent with prior years, the time-vested RSU grants have three-year cliff vesting that are eligible for annual accelerated vesting in one-third increments if the Company achieves its annual AEBITDA targets. As it has done historically, the Compensation Committee elected to wait to consider a grant of time-vested RSUs for Ms. Salka until the end of 2017 when it had better visibility of our year-end financial, operational and stock performance. Based on our strong financial, operational and stock performance in 2017, the Compensation Committee granted Ms. Salka 20,429 RSUs with an AGD Fair Value of $1,000,000 on December 19, 2017. PRSUs represented 65% of the AGD Fair Value of all 2017 equity awards for our named executive officers, other than our CEO. Due to the timing of Ms. Salka’s RSU award in December 2017 (rather than January 2017), she received PRSUs that represented 57% of her total 2017 equity award value. To provide further clarity on our equity grant practice, the chart set forth below details the change of the AGD Fair Value of all 2017 equity awards granted to our named executive officers against the AGD Fair Value of all 2016 equity awards. The 8% increase in our CEO’s AGD Fair Value in 2017 from 2016 is driven in part by the Company’s strong financial, operational and stock performance in 2017, as well as peer group and other compensation benchmarking. We believe that the AGD Fair Value of her equity awards placed her below the median among CEOs within our 2017 peer group for long-term incentive compensation. On an aggregate basis, the combined AGD Fair Value of our named executive officers’ equity awards increased 10% in 2017 from 2016. Named Executive Officer AGD Fair Value of 2016 Equity Awards ($) AGD Fair Value of 2017 Equity Awards ($) Variance Between Value of 2016 and 2017 Equity Awards ($) % Increase Between Value of 2016 and 2017 Equity Awards Susan R. Salka 2,134,921 2,299,955 165,034 8 Brian M. Scott 599,107 699,969 100,862 17 Ralph S. Henderson 599,107 699,969 100,862 17 Denise L. Jackson 399,407 409,978 10,571 3 Total 3,732,542 4,109,871 377,329 10 (6) As set forth in the Grant of Plan-Based Awards Table, the target number of TSR PRSUs granted in 2017 for each named executive officer is as follows: (1) for Ms. Salka, 11,829; (2) for Mr. Scott, 4,140; (3) for Mr. Henderson, 4,140; and (4) for Ms. Jackson, 2,424. (7) As set forth in the Grant of Plan-Based Awards Table, the target number of AEBITDA PRSUs granted in 2017 for each named executive officer is as follows: (1) for Ms. Salka, 17,983; (2) for Mr. Scott, 6,294; (3) for Mr. Henderson, 6,294; and (4) for Ms. Jackson, 3,687. 44 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement