AMN 2018 Proxy Statement

EXECUTIVE COMPENSATION DISCLOSURE OPTION AWARD (1) STOCK AWARDS (2) Name Option Grant Date Number of Securities Underlying Unexercised Options Exercisable Option Exercise Price ($) Option Expiration Date RSU or PRSU Award Grant Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested ($) (3) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) Denise L. Jackson 1/5/2015 (4) 8,475 (5) 417,394 1/5/2015 (6) 11,963 (7) 589,178 1/5/2015 (19) 2,256 111,108 1/5/2016 (9) 5,658 (10) 278,657 1/5/2016 (11) 4,638 (12) 228,422 1/5/2016 (20) 3,108 153,069 1/4/2017 (14) 4,242 (15) 208,919 1/4/2017 (16) 3,687 (17) 181,585 1/4/2017 (13) 3,687 181,585 (1) These columns reflect SARs. (2) These columns consist of RSUs and PRSUs granted under the Equity Plan. (3) The market value of stock awards and the equity incentive plan awards represents (1) the number of shares that had not vested as of December 31, 2017 as set forth in the applicable column, multiplied by (2) $49.25, the closing price of our Common Stock on December 29, 2017 (the last trading day of the year). For PRSUs, the number of shares set forth in the applicable column may be more than the target amount granted under the applicable award as detailed further in the footnotes below, and the amount ultimately received for each such award may be different than the number of shares identified. (4) These PRSUs vested on January 5, 2018. (5) The Compensation Committee performed the TSR Measurement for this award for the measurement period ended December 31, 2017 on January 5, 2018. Relative TSR measured at the 95th percentile and Absolute TSR was positive. Based on those results, the number of PRSUs set forth in this column for this award, which was the maximum amount that could have been received under the award, vested on January 5, 2018. (6) The AEBITDA PRSUs underlying this award vested on January 5, 2018 and settled on February 15, 2018 when the Compensation Committee determined the Company’s 2016 AEBITDA margin. (7) Because the number of shares earned under this award was based on the Company’s 2017 AEBITDA margin, we set forth the number of shares actually earned. Based on the Company’s 2017 AEBITDA margin of 12.9%, the maximum amount for this award was awarded and is set forth in this column. (8) The RSUs underlying this award vest on the third anniversary of the grant date, subject to certain accelerated vesting if we were to achieve our AEBITDA targets in 2016 or 2017. We achieved our 2016 AEBITDA target, and, as a result 33% of the RSUs vested on January 9, 2017 (and are not reflected as unvested in this row). We achieved our 2017 AEBITDA target; accordingly 34% of the original number of RSUs comprising the award vested on the second anniversary of the grant date but did not settle until February 15, 2018, when it was determined that the conditions to acceleration had been met. For purposes hereof, we reflect such shares as vested and do not include them in this row. The amount set forth in this row will vest on December 9, 2018. (9) The TSR PRSUs underlying this award vest on the date on which the Compensation Committee performs the TSR Measurement, which shall occur within 30 days after December 31, 2018. We describe the TSR Measurement in detail in the CD&A section above. (10) The ultimate number of TSR PRSUs that vest under this award depends on the results of the TSR Measurement. The target amount for each of Ms. Salka, Mr. Scott, Mr. Henderson and Ms. Jackson for his or her equity incentive plan award granted on January 5, 2016 is 14,143, 4,849, 4,849 and 3,233, respectively. For the target amount of TSR PRSUs to be earned, Relative TSR under the TSR Measurement would need to equal the 50th percentile and Absolute TSR would have to exceed zero. The range of TSR PRSUs that may be earned by the identified named executive officer under this award is zero to an amount equal to the product of (1) the target amount for such executive, multiplied by (2) 1.75 (the “ 2016 PRSU Maximum Amount ”). The threshold amount equals 12.5% of the target amount. If we were to have conducted the TSR Measurement on December 31, 2017 (1) Relative TSR would have measured at the 71st percentile, and (2) Absolute TSR would have been positive. Based on those results, TSR PRSUs equal to 163% of target would have been earned. However, pursuant to the instructions set forth to Item 402(f)(2) of Regulation S-K, we set forth the number of shares representing the 2016 PRSU Maximum Amount for the award in this column. (11) The AEBITDA PRSUs underlying this award vest on January 5, 2019. The settlement date and the determination of the amount of shares actually vested under the award reflected in this row will take place when the Compensation Committee determines our 2018 AEBITDA margin, which we believe will occur in February 2019. (12) Pursuant to the instructions set forth to Item 402(f)(2) of Regulation S-K, which provides that the number of shares reported in this column shall be based on achieving maximum performance goals because our 2017 AEBITDA margin of 12.9% exceeds the 2018 threshold AEBITDA margin of 12.0% but falls below the target AEBITDA margin of 13.0%, we set forth the number of shares representing the target amount for the award in this column. (13) The RSUs underlying this award vest on the third anniversary of the grant date, subject to certain accelerated vesting if we achieve our AEBITDA targets in 2017 or 2018. We met our 2017 AEBITDA target and, accordingly, 33% of the RSUs set forth in this row vested on the 13-month anniversary of the grant date (but are still reflected on this table as unvested because they remained unvested as of December 31, 2017). If we meet our 2018 AEBITDA target, 34% of the RSUs set forth in this row will vest on the second anniversary of the grant date and will settle upon determination that we met our 2018 AEBITDA target in February 2019. AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 55