AMN 2018 Proxy Statement

EXECUTIVE COMPENSATION DISCLOSURE The following table sets forth illustrative examples of the payments and benefits Mr. Scott, Mr. Henderson and Ms. Jackson would have received if any of the circumstances described above occurred as of December 31, 2017. TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS OTHER EXECUTIVE OFFICERS BRIAN M. SCOTT Termination Reason Cash Severance ($) Bonus ($) Benefits ($) Value of Accelerated Equity Awards ($) (1) TOTAL ($) Involuntary Absent a Change in Control 465,000 535,423 17,268 - 1,017,691 Involuntary Within One Year of a Change in Control 930,000 1,070,845 17,268 6,546,113 8,564,226 RALPH S. HENDERSON Termination Reason Cash Severance ($) Bonus ($) Benefits ($) Value of Accelerated Equity Awards ($) (1) TOTAL ($) Involuntary Absent a Change in Control 465,000 517,498 7,863 - 990,361 Involuntary Within One Year of a Change in Control 930,000 1,034,995 7,863 6,546,113 8,518,971 DENISE L. JACKSON Termination Reason Cash Severance ($) Bonus ($) Benefits ($) Value of Accelerated Equity Awards ($) (1) TOTAL ($) Involuntary Absent a Change in Control 390,000 325,556 4,533 - 720,089 Involuntary Within One Year of a Change in Control 780,000 651,112 4,533 2,323,566 3,759,211 (1) Pursuant to the terms of the equity award agreements with our named executive officers, upon a change in control of the Company, all of their unvested equity awards become vested and exercisable regardless of whether there is a termination of employment. We have included the value of accelerated vesting of each named executive officer’s equity awards in the table above. For this purpose, we used $49.25, the closing price of our Common Stock on December 29, 2017, the last trading day of the year. This column does not reflect awards that had already vested as of December 31, 2017. As set forth in the applicable equity award agreements, for TSR PRSUs, we have utilized the number of shares the named executive officers would have received if the applicable TSR Measurements were performed on December 31, 2017; for AEBITDA PRSUs we have utilized the target number underlying the awards based on 2018 or 2019 AEBITDA margin and for the award based on 2017 AEBITDA margin we have utilized the amount the executive would have received based on our 2017 AEBITDA margin. For the Special Equity Awards, we utilized the number of shares of Common Stock set forth for such Awards in the table entitled “Outstanding Equity Awards at Fiscal Year End.” CEO Pay Ratio At AMN, we are committed to internal pay equity and equal pay based on role, qualifications, experience and merit, without regard to any legally-protected classifications. We design our compensation programs to be consistent and internally equitable to motivate employees to continue to perform in ways that enhance shareholder value. To this end, our Compensation Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees taking into consideration the substantial amount of variable compensation that executives receive based on the Company’s performance. In 2017, 76% of our CEO’s compensation was at risk in the form of performance-based incentive cash and equity. A more detailed description of our compensation practices can be found in the subsection entitled “Compensation Program Philosophy and Objectives” of the Compensation Discussion and Analysis section above and in the Company’s Executive Compensation Philosophy posted on the Company’s website at http://amnhealthcare.investorroom.com/governance- guidelines . In August 2015, the SEC adopted rules implementing the “CEO pay ratio” disclosure requirements that were mandated by Congress pursuant to the Dodd-Frank Act. The new rules require registrants to disclose the ratio of the median employee’s annual total compensation to the CEO’s annual total compensation. Our CEO pay ratio is 60 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement