AMN 2018 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS LONG-TERM EQUITY INCENTIVES In light of the philosophy, goals and objectives surrounding long-term incentive awards, the Compensation Committee decided to use a combination of TSR PRSUs and AEBITDA PRSUs In an effort to proactively address feedback received during our 2017 shareholder engagement discussions, incentivize greater performance, and to more accurately align our long-term incentive awards with standard market practices based on input from the Compensation Committee’s independent consultant, the Compensation Committee implemented the following changes for 2018. • Granted time-vested RSUs that vest ratably over a three-year period, • Slightly modified the TSR Measurement applicable to the TSR PRSUs to eliminate the 50% “penalty” or discount on the number of PRSUs earned if the Company’s Relative TSR falls below the 50th percentile threshold and the Company’s Absolute TSR is negative. The number of PRSUs earned if the Company’s Relative TSR exceeds the 50th percentile but Absolute TSR is negative remains at the target number of PRSUs granted, and • Increased the maximum number of PRSUs eligible to be earned in connection with our AEBITDA PRSU grants from 175% to 200% of the target number of PRSUs with corresponding achievement of higher AEBITDA. For 2018, the Compensation Committee continued to target an allocation of 30% TSR PRSUs, 35% AEBITDA PRSUs and 35% time-vested RSUs (as a percentage of the AGD Fair Value of all 2018 equity awards). For each named executive officer, other than Ms. Salka, approximately 65% of the AGD Fair Value of the January 2018 equity awards consisted of PRSUs, and the remaining 35% consisted of time-vested RSUs; for Ms. Salka, all of her January 2018 equity awards were PRSUs, as the Compensation Committee makes their decision on her equity grant of time-vested RSUs in the fourth quarter of 2018 when it has better visibility of the Company’s 2018 performance. 48 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement