AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS approximately two weeks to two months after the vesting date. Any awards deferred by Ms. Salka under our Deferred Compensation Plan are reflected in our calculations. (2) For purposes of calculating Target Pay, this chart utilizes Ms. Salka’s target bonus and target equity values preliminarily established by the Compensation Committee for the applicable year, which typically occurs in early January of the subject year or in December prior to the subject year. With respect to the equity target, the amount ultimately granted may vary from what the Compensation Committee actually targeted due to, among other things, the timing of the grant of her RSU equity award. As illustrated in the CEO Pay chart above, our annual and long-term incentive programs over the past three fiscal years are consistent with our pay-for-performance- centric executive compensation philosophy, which is that actual pay is significantly correlated to the performance of our Common Stock. For the one-, two- and three-year periods ended December 31, 2017 we were at the 73rd, 71st and 95th percentile for cumulative total shareholder return, respectively, against the companies comprising the Russell 2000 Index. Common Stock performance also provided cumulative total shareholder returns of 33%, 54% and 165% for the one-, two- and three-year periods ended December 31, 2017, respectively. In turn, our CEO’s actual pay exceeded her annual target total direct compensation for each of the past three years, which is consistent with our design to pay above target compensation when our Company operates at a high level and provides significant total shareholder return. Equity Ownership Requirements, Clawback and No Pledging Policies We maintain meaningful equity ownership requirements as well as clawback and pledging policies to which our named executive officers are subject. We have set forth a summary of these requirements and policies below. Additional details are contained in the Guidelines. EQUITY OWNERSHIP REQUIREMENTS The Board believes that all named executive officers should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our shareholders. Accordingly, our CEO is required to hold shares of Common Stock equal in value to three times her base salary and other named executive officers are required to hold shares of Common Stock equal in value to two times their annual base salary. The value of unvested RSUs and vested or unvested SARs and options are not taken into account in determining whether a named executive officer satisfies our equity ownership requirements. As of the Record Date, all of our named executive officers satisfy our equity ownership requirements. CLAWBACK POLICY Under the Guidelines, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws caused by misconduct, we can seek recoupment from all of our current or former executive officers who participated in the misconduct of: (1) all or any portion of the bonus and equity or cash incentive compensation received by such individuals during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such defective financial statement; and (2) any profits realized by such individuals from the sale of securities of the Company during that 12-month period. NO PLEDGING POLICY The Guidelines prohibit named executive officers (and directors) from pledging, hypothecating or otherwise placing a lien on any shares of our Common Stock (or any other equity interests) that they own. Impact of Tax Considerations Prior to the tax bill that was signed into law on December 22, 2017, Section 162(m) of the Code imposes a $1 million limit on the deduction that a company may claim in any tax year with respect to compensation paid to each of its chief executive officer and three other named executive officers (other than the chief financial officer), unless certain conditions are satisfied. Certain types of performance-based compensation are generally exempted from the $1 million limit. Performance-based compensation can include income from stock options, performance-based restricted stock or stock units, and certain formula-driven compensation that meets the requirements of Section 162(m). 46 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement