AMN 2018 Proxy Statement

EXECUTIVE COMPENSATION DISCLOSURE Grants of Plan-Based Awards The following table contains information concerning grants of plan-based awards to our named executive officers under our cash and equity plans during the year ended December 31, 2017. Name and Type of Equity Award Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards (1) All Other Stock Awards: # of Shares of Stock or Units Grant Date Fair Value of Stock Awards ($) (8) Threshold ($ ) (2) Target ($) (3) Maximum ($) (4) Threshold (#) (5) Target (#) (6) Maximum (#) (7) Susan R. Salka 189,000 1,080,000 2,160,000 TSR PRSU 1/4/2017 1,479 11,829 20,701 599,967 AEBITDA PRSU 1/4/2017 4,496 17,983 31,470 699,988 RSU 12/19/2017 20,429 (9) 1,000,000 Brian M. Scott 85,750 490,000 980,000 TSR PRSU 1/4/2017 518 4,140 7,245 209,981 AEBITDA PRSU 1/4/2017 1,574 6,294 11,015 244,994 RSU 1/4/2017 6,294 (10) 244,994 Ralph S. Henderson 85,750 490,000 980,000 TSR PRSU 1/4/2017 518 4,140 7,245 209,981 AEBITDA PRSU 1/4/2017 1,574 6,294 11,015 244,994 RSU 1/4/2017 6,294 (10) 244,994 Denise L. Jackson 42,998 245,700 491,400 TSR PRSU 1/4/2017 303 2,424 4,242 122,945 AEBITDA PRSU 1/4/2017 922 3,687 6,452 143,516 RSU 1/4/2017 3,687 (10) 143,516 (1) The columns comprising the “Estimated Future Payouts Under Equity Incentive Plan Awards” set forth information regarding our grant of PRSUs to our named executive officers in 2017 of which there were two types given to all: (1) TSR PRSUs based on total shareholder return over a three-period ending on December 31, 2019 and (2) AEBITDA PRSUs based on our 2019 AEBITDA margin. The ultimate number of PRSUs that vest under these awards depends on the results of the TSR Measurement or our 2019 AEBITDA margin, each of which will be calculated approximately three years after the date of grant. We granted all equity awards reflected in this table under the Equity Plan. (2) The amount set forth in this column represents the minimum amount that a named executive officer would receive under our Bonus Plan if we met our 2017 AEBITDA bonus funding threshold (which we set just above our actual 2016 AEBITDA) and the named executive officer met the threshold for 2017 Pre-Bonus AEBITDA. We describe the Bonus Plan, including the 2017 metrics utilized for each named executive officer, in our CD&A above. There is no minimum threshold for a named executive officer’s RP/Leadership Component under the Bonus Plan, which is why we have not factored in that Component in determining a threshold in this table. (3) The amount set forth in this column represents the amount that a named executive officer would receive under our Bonus Plan if the named executive officer met the target of each metric upon which his or her bonus is based. (4) The Compensation Committee set the maximum bonus for 2017 under the Bonus Plan at 200% of the target amount for each named executive officer. The amount set forth in this column represents the amount that a named executive officer would receive under our Bonus Plan if all financial metrics to which he or she is subject exceeded our target for each metric by 10% to 20% (depending on the metric) and the individual, in the sole discretion of the Compensation Committee, demonstrated superior leadership, made exceptional individual contributions to our success in 2017 and our performance or the performance of the applicable division surpassed that of our direct competitors such that the Compensation Committee awarded him or her the maximum bonus for the RP/Leadership Component. (5) For TSR PRSUs awards, the number of shares set forth in this column assumes that the Relative TSR percentile would equal at least 25%, which establishes the minimum amount of performance that we must achieve for our named executive officers to earn a portion of the award. We describe Relative TSR in our CD&A above. For AEBITDA PRSU awards, the number of shares set forth in this column assumes that our 2019 AEBITDA margin will equal 12.5%. (6) For TSR PRSUs, the number of PRSUs set forth in this column assumes that under the TSR Measurement each of the following conditions has been satisfied: (1) Relative TSR percentile equals 50% and (2) Absolute TSR exceeds zero. For AEBITDA PRSU awards, the number of shares set forth in this column assumes that the 2019 AEBITDA margin will equal 13.5%. (7) The number of TSR PRSUs set forth in this column assumes that under the TSR Measurement each of the following conditions has been satisfied: (1) Relative TSR percentile equals at least 75% and (2) Absolute TSR exceeds zero. For AEBITDA PRSU awards, the number of shares set forth in this column assumes that our 2019 AEBITDA margin will equal or exceed 14.2%. (8) This column represents the grant date fair value, calculated in accordance with SEC rules, of each equity award. 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. These amounts do not necessarily correspond to the actual value that will be realized by our named executive officers. 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. AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 53