AMN 2018 Proxy Statement

EXECUTIVE COMPENSATION DISCLOSURE calculated in accordance with the SEC’s final rules regarding the CEO pay ratio disclosure requirements promulgated pursuant to Item 402(u) of Regulation S-K. As of October 27, 2017, which is the date we identified our employee population for the purposes of calculating our CEO pay ratio, we had approximately 2,879 corporate employees. During the fourth quarter of 2017, we had an average of (1) 9,234 nurses, allied and other clinical healthcare professionals, (2) 384 executive and clinical leadership interim staff, and (3) 349 medical coding professionals and case managers contracted to work for us. This does not include our locum tenens, all of whom are independent contractors and not our employees. To identify our median employee, we examined the 2017 total cash and equity compensation for all full-time, part- time, temporary and seasonal employees, excluding our CEO and including the healthcare professionals mentioned above, as of October 27, 2017. Wages were annualized for full-time corporate employees that were not employed by us for the entire calendar year. Compensation for our healthcare professionals was not annualized. Other than the foregoing, we did not make any assumptions, adjustments or estimates with respect to our employees’ total cash and equity compensation and used this consistently applied compensation measure to identify our median employee. After identifying the median employee, we calculated his/ her annual total compensation using the same SEC rules we use for calculating the annual total compensation of our named executive officers, as set forth in the Summary Compensation Table above. In 2017, the annual total compensation of our median employee was $51,135.15, and our CEO’s annual total compensation was $3,880,967, of which $2,848,033 was variable compensation based on the performance of the Company. The resulting ratio of the total annual compensation of our median employee compared to the total annual compensation of our CEO in 2017 was 76:1. The SEC rules do not allow for companies to annualize compensation paid to temporary employees. Our healthcare professionals, who comprise roughly 75% of our workforce, are temporary employees. Since we are unable to annualize these healthcare professionals’ compensation, we do not believe that the above ratio accurately reflects our pay practices relative to the compensation of our CEO. We believe that measuring the compensation paid to our median corporate employee more accurately reflects our pay practices relative to the compensation of our CEO. In 2017, the ratio of the total annual compensation of our median corporate employee compared to the total annual compensation of our CEO was 61:1. The pay ratio was calculated in accordance with SEC rules based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company’s pay ratio as disclosed above. AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 61