AMN 2018 Proxy Statement

EXECUTIVE COMPENSATION DISCLOSURE Nonqualified Deferred Compensation We adopted and maintain our Deferred Compensation Plan, which provides our executives, including our named executive officers, with the opportunity to defer up to 80% of their base salary and up to 90% of their bonus. The Deferred Compensation Plan also permits executives to defer the settlement date of their RSUs or PRSUs. Our named executive officers are excluded from participating in our 401(k) plan. In 2017, we matched up to 50% of the first 6% and 100% of the next 4% of the executive’s eligible compensation for a maximum match of 7% of the executive’s cash compensation. The Deferred Compensation Plan credits deferrals (other than deferrals of RSUs or PRSUs) with earnings or losses based upon the executive’s selection of 13 publicly traded mutual funds, which may change from time to time. The measurement funds are: Vanguard VIF Total Bond Market Index, Fidelity VIP Investment Grade Bond, PIMCO VIT Real Return Portfolio, MFS VIT Value, Dreyfus Stock Index, American Funds IS Growth, JPMorgan IT Mid Cap Value, Janus Aspen Enterprise, DFA VA U.S. Targeted Value, Vanguard VIF Small Company Growth, American Funds IS International, and MRS VIT II International Value. Executives may change their election of measurement funds on a daily basis. Additionally, beginning in 2014, the Deferred Compensation Plan permitted executives to invest in a Deferred Compensation Fixed Rate Fund, which provides an annual fixed rate of return that is generally set by the Company on January 1 of each year at 120% of the long-term Applicable Federal Rate. For 2017, the Company set the rate of return at 2.7% per annum. In 2018, the Company changed the rate of return to 3.1% per annum. Benefits under the Deferred Compensation Plan are payable in a lump sum or in annual installments for a period of up to ten years beginning six months after the named executive officer’s separation from service. Executives may also select at the time of deferral to be paid upon a change in control or a fixed distribution date, which must be at least three years after the date of deferral. Benefits under the Deferred Compensation Plan are also payable if the executive experiences an unforeseen financial emergency. Deferrals of RSUs or PRSUs are settled in shares upon a fixed date selected by the executive or upon a separation from service or change in control. The following table reflects contributions made by the named executive officers and matching contributions made by us under the Deferred Compensation Plan in fiscal year 2017 as well as the named executive officers’ aggregate earnings, withdrawals and balance information. NONQUALIFIED DEFERRED COMPENSATION TABLE Name Executive Contribution in Last FY ($) (1) Registrant Contributions in Last FY ($) (2) Aggregate Earnings in Last FY ($) (3) Aggregate Withdrawals or Distributions ($) Aggregate Balance at FYE ($) (4) Susan R. Salka 4,737,163 (5) 164,805 468,292 - 12,716,925 (6) Brian M. Scott 120,552 84,386 158,039 - 1,056,315 Ralph S. Henderson 161,421 75,330 79,021 - 1,331,819 Denise L. Jackson 73,817 49,057 213,896 - 1,441,129 (1) The 2017 “Salary” and 2016 “Non-Equity Incentive Compensation” columns of the Summary Compensation Table include the contributions, as applicable, of the named executive officers set forth in this table. (2) We include the matching contributions made by us set forth in this column in the 2017 “All Other Compensation” column of the Summary Compensation Table. (3) Aggregate earnings are not reflected in the Summary Compensation Table. Additionally, any changes in the value of Common Stock underlying deferred vested awards are not included in this column. (4) To the extent our named officers made contributions or we made matching contributions to our named executive officers for the periods set forth in the Summary Compensation Table, such amounts are included (subject to increases or decreased earnings on such amounts) in this column. (5) This amount includes the fair market value as of the date of vest of Ms. Salka’s deferral of 112,073 shares of Common Stock underlying equity awards that vested in 2017. Ms. Salka’s total cash contribution equaled $378,220. (6) This amount includes $8,857,859 representing the value of 179,855 shares of Common Stock underlying Ms. Salka’s deferred vested equity awards in her deferred compensation account, which is calculated based on our Common Stock price of $49.25 per share, the closing price on December 29, 2017 (the last trading day of the year). AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 57