AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS Overview of Our 2018 Executive Compensation Program Overall, the Compensation Committee believes the Company performed well during 2017. We achieved year- over-year consolidated revenue and consolidated AEBITDA growth of approximately 5% and 8%, respectively, with substantially all of the revenue growth constituting organic growth. Performance of our Common Stock continued its strong performance in 2017, delivering a 28% price appreciation. In light of the foregoing and with its guiding principles in mind, the Compensation Committee believes it has designed the 2018 compensation structure to provide for important short- and long-term performance components that are aligned with shareholders, consistent with the market environment and tailored specifically to us. BASE SALARY The Compensation Committee approved increases in the annual base salaries for the named executive officers for 2018 to maintain a pay for performance alignment, as reflected in the table immediately below. The base salaries of the named executive officers reflect a 5% to 7% increase as a result of their increased experience, strong individual performance and peer group benchmarking analysis. Our CEO’s salary increase for 2018 is also intended to more directly align her salary with CEO pay among our 2018 peer group, where her base salary still falls slightly below the median. Named Executive Officer 2017 Salary ($) 2018 Salary ($) % Increase Susan R. Salka 837,400 900,000 7 Brian M. Scott 465,000 490,000 5 Ralph S. Henderson 465,000 490,000 5 Denise L. Jackson 390,000 409,500 5 BONUS PLAN After careful consideration, the Compensation Committee determined that the 2018 bonus target as a percentage of salary should increase for Ms. Salka, Mr. Scott and Mr. Henderson. These increases reflect our excellent performance and strong total shareholder return over the past three years and further incentivize our named executive officers to continue to drive strong financial performance. We set forth below the 2018 target bonuses for each named executive officer as a percentage of salary together with, for comparative purposes, the same figures for 2017. Named Executive Officer 2017 Bonus Target (% of Salary) 2018 Bonus Target (% of Salary) Susan R. Salka 110 120 Brian M. Scott 85 100 Ralph S. Henderson 85 100 Denise L. Jackson 60 60 After careful consideration of the factors set forth above in the subsection of this CD&A entitled “Components of Our Compensation Program – Annual Cash Incentive Performance Bonus,” the Compensation Committee decided to use the same bonus structure for each named executive officer as it did in 2017, except for the modifications described in the next paragraph. The target goals for each of the financial metrics are consistent with the targets under our 2018 operating plan and generally require growth that exceeds our estimate of anticipated industry performance. For our CEO, we believe her 2018 bonus target in dollar amount falls near the median among CEOs within our 2018 peer group. AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 47