AMN 2018 Proxy Statement

EXECUTIVE COMPENSATION DISCLOSURE Brian M. Scott Age: 48 Chief Financial Officer, Chief Accounting Officer and Treasurer Business Experience, Qualifications and Affiliations: Mr. Scott joined us in December 2003. We appointed him Chief Financial Officer, Chief Accounting Officer, and Treasurer in January 2011. Prior to that time, Mr. Scott served in a variety of financial and operational roles for us including most recently as Senior Vice President of Operations, Finance and Business Development, in which capacity he oversaw our corporate financial planning and analysis, capital funding and business development activities. He has also served as President of our pharmacy staffing division and as Director, Senior Director and Vice President of Finance, where his roles have included overseeing all accounting operations and SEC reporting. Mr. Scott started his career in San Francisco with KPMG and later became a partner in a mid-sized CPA firm. Mr. Scott also served as controller of a biotechnology company. He is a certified public accountant (inactive) in California, and received his bachelor’s degree in accounting from California Polytechnic State University, San Luis Obispo and a Masters of Business Administration from the McCombs School of Business at the University of Texas at Austin. Summary Compensation Table The following table shows the compensation earned or accrued by our named executive officers for the three fiscal years ended December 31, 2017, 2016 and 2015. Named Executive Officer and Position Year Salary ($) (1) Bonus ($) Stock Awards ($) (2) Non-Equity Incentive Plan Compensation ($) (3) All Other Compensation ($) (4) Total ($) Susan R. Salka 2017 835,577 - 2,299,955 (5) 548,078 197,357 3,880,967 PEO, (6) President & CEO 2016 788,077 - 2,134,921 (7) 1,518,775 129,567 4,571,340 2015 739,154 - 1,927,934 (8) 1,480,000 46,195 4,193,283 Brian M. Scott 2017 464,423 - 699,969 (9) 235,174 84,643 1,484,209 PFO, (10) CFO, CAO & Treasurer 2016 448,846 - 599,107 (11) 741,094 78,062 1,867,109 2015 419,231 31,500 1,443,215 (12) 630,000 23,368 2,547,314 Ralph S. Henderson 2017 464,423 - 699,969 (9) 235,174 75,587 1,475,153 President, Professional 2016 448,846 - 599,107 (11) 611,719 81,149 1,740,821 Services & Staffing 2015 419,615 - 1,443,215 (12) 705,600 21,484 2,589,914 Denise L. Jackson 2017 389,423 - 409,978 (13) 139,230 49,449 988,080 Chief Legal Officer & Corporate 2016 374,615 - 399,407 (14) 435,938 39,100 1,249,060 Secretary 2015 365,000 - 384,850 (15) 401,500 18,330 1,169,680 (1) Salary includes all salary amounts deferred by the named executive officers under the Deferred Compensation Plan. (2) This column reflects the dollar amounts for the years shown of the AGD Fair Value of RSUs and PRSUs granted to our named executive officers. For PRSUs, which are subject to performance conditions, we report the grant date fair value based upon the probable outcome of such conditions and that value is consistent with the estimate of aggregate compensation cost to be recognized over the service period as of the grant date, excluding the effect of estimated forfeitures. For additional information on the valuation assumptions used in the calculation of these amounts, refer to notes 1(o) and 11 to the financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC on February 16, 2018. (3) This column consists of cash awards paid to our named executive officers pursuant to the Bonus Plan. This column sets forth bonus amounts in the year in which they are earned, although we typically pay them in the following fiscal year. (4) This column consists of compensation received by our named executive officers in the form of matching contributions to the Deferred Compensation Plan and Company-paid life insurance premiums. For 2017, we paid matching contributions under the Deferred Compensation Plan as follows: (1) $197,357 for Ms. Salka, which also includes a housing allowance of $32,000 for her relocation to Texas in 2017, (2) $84,643 for Mr. Scott, (3) $75,587 for Mr. Henderson and (4) $49,449 for Ms. Jackson. (5) 20,429 RSUs with an AGD Fair Value of $1,000,000, 11,829 TSR PRSUs with an AGD Fair Value of $599,967 and 17,983 AEBITDA PRSUs with an AGD Fair Value of $699,988, comprise the amount of Ms. Salka’s 2017 stock awards. Assuming the highest level of performance conditions will be achieved for the 11,829 TSR PRSU award and the 17,983 AEBITDA PRSU award, the AGD Fair Value of such awards would equal $805,786 and $1,224,970, respectively. (6) “PEO” refers to our principal executive officer. (7) 29,917 RSUs with an AGD Fair Value of $999,976, 14,143 TSR PRSUs with an AGD Fair Value of $522,442 and 20,295 AEBITDA PRSUs with an AGD Fair Value of $612,503, comprise the amount of Ms. Salka’s 2016 stock awards. Assuming the highest level of performance AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 51