AMN 2018 Proxy Statement

EXECUTIVE COMPENSATION DISCLOSURE (14) 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, 2019. We describe the TSR Measurement in detail in the CD&A section above. (15) 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 4, 2017 is 11,829, 4,140, 4,140 and 2,424, respectively. For the target amount of TSR PRSUs to be earned, Relative TSR under the TSR Measurement would need to equal the 50th percentile. 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 “ 2017 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, Relative TSR would have measured at the 73rd percentile, and (2) Absolute TSR would have been positive. Based on those results, TSR PRSUs equal to 169% of the target amount would have been earned. However, pursuant to instructions set forth to Item 402(f)(2) of Regulation S-K, we set forth the number of shares representing the 2017 PRSU Maximum Amount for the award in this column. (16) The AEBITDA PRSUs underlying this award vest on January 4, 2020. The settlement date and the determination of the amount of shares actually vested will take place when the Compensation Committee determines our 2019 AEBITDA margin, which we believe will occur in February 2020. (17) 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 the target performance goal because our 2017 AEBITDA margin of 12.9% exceeds the 2019 threshold AEBITDA margin of 12.5% but falls below the target AEBITDA margin of 13.5%, we set forth the number of shares representing the target amount for the award in this column. (18) 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 2018 or 2019. If we meet our 2018 AEBITDA target, 33% of the RSUs will vest on the 13-month anniversary of the grant date. If we meet our 2019 AEBITDA target, 34% of the RSUs will vest on the second anniversary of grant date. (19) The RSUs reflected in this row vested on January 5, 2018. (20) Approximately 51% of the RSUs set forth in this row vested on the second anniversary of the grant date as a result of accelerated vesting because we achieved our 2017 AEBITDA target. The remaining RSUs will vest on January 5, 2019. (21) The RSUs underlying this grant settled on January 5, 2018. (22) This row reflects a grant that had time-based and performance-based components pursuant to which 12,731 shares of our Common Stock settled on January 5, 2018, and an additional 12,731 shares also settled on such date since the average closing price of our Common Stock during December 2017 exceeded $26.08 per share. 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 target performance goals (which includes both components) because the average closing price of our Common Stock during December 2017 exceeded the $26.08 per share Common Stock price target that must be met in December 2017 to receive the target amount, we set forth the number of shares representing the target amount for the award in this column. (23) The RSUs underlying this grant will settle on January 5, 2019. (24) This row reflects a grant that has time-based and performance-based components pursuant to which 19,243 shares of our Common Stock will settle on January 5, 2019, and an additional 19,243 shares will settle on such date if the average closing price of our Common Stock during December 2018 equals or exceeds $29.20 per share. 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 target performance goals (which includes both components) because the average closing price of our Common Stock during December 2017 exceeded the $29.20 per share Common Stock price target that must be met in December 2018 to receive the target amount, we set forth the number of shares representing the target amount for the award in this column. Option Exercises and Stock Vested The following table shows information regarding exercises of option awards to purchase our Common Stock and vesting of stock awards held by our named executive officers during 2017, as of December 31, 2017. OPTION AWARDS STOCK AWARDS Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) (1) Value Realized on Vesting ($) (2) Susan R. Salka - - 137,999 5,570,281 Brian M. Scott - - 37,979 1,494,601 Ralph S. Henderson - - 38,795 1,526,714 Denise L. Jackson - - 34,847 1,371,351 (1) The amount for Ms. Salka in this column includes 112,073 shares of Common Stock underlying vested equity awards that she deferred in 2017. (2) We calculate the “Value Realized on Vesting” by multiplying (A) the number of shares acquired on vesting and (B) the closing price of our Common Stock on the applicable vest dates. 56 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement