DEF 14A of Amn Healthcare Services Inc, Mar 18, 2025

DEF 14A of Amn Healthcare Services Inc

Filed Mar 18, 2025 · FY20240001104659-25-024772

Open on EDGAR

  1. Director Nominee Snapshot

    Director Nominee Snapshot

  2. Skills and Experience

    Skills and Experience The Board of Directors recommends a vote “FOR” the election of each of the director nominees.

  3. Skills and Experience

    | | Healthcare Industry | | | We generally seek directors who have knowledge of and experience in the healthcare industry, which is useful in understanding the needs, regulatory requirements and complexities of our clients and healthcare professionals. | | | | | C-Suite Leadership | | | We believe that directors who have served in executive positions are important because they have the experience and perspective to analyze, shape and oversee our strategy and the growth and preservation of shareholder value. | | | | | Finance/Audit | | | We are committed to strong financial discipline, effective allocation of capital and accurate disclosure practices. We believe that financial expertise on the Board is instrumental to our success. | | | | | Legal/Risk Management | | | We operate in a constantly changing and increasingly complex regulatory environment. Directors with regulatory compliance oversight and enterprise risk management experience play an important role in the Board’s ability to oversee our enterprise risk management program and legal and compliance risks. | | | | | Mergers & Acquisitions | | | We believe that our ability to achieve our long-term growth objectives will require a combination of organic growth and growth by acquisition. We believe that M&A expertise on the Board provides valuable insight and oversight of our growth strategies and achievement of financial goals. | | | | | Human Capital Management | | | We have a large and diverse workforce that represents one of our key resources as well as one of our largest expenses. We believe experience in managing a large workforce is important to ensure that we have sufficient talent, robust development and retention practices. | | | | | Government/Policy Advocacy | | | We operate in a changing healthcare industry. State and federal government experience and an understanding of policy development enhance the Board’s ability to provide effective oversight of government policy and regulatory risk. | | | | | Digital/Technology | | | Our business has become increasingly complex as we have accelerated our digital transformation and expanded our service offerings to include more technology-related solutions. A sophisticated level of technology resources and infrastructure as well as technological expertise help us accelerate our digital transformation and other strategic growth initiatives, as well as oversee cybersecurity and technology-related risks. | | |

  4. Skills and Experience

    Director Biographies Set forth below is a brief description of the backgrounds and qualifications of each director. These, along with the skills and experience described earlier in this section, led the Board to conclude that the director should be nominated for election at the Annual Meeting.

  5. Skills and Experience

    | Jorge A. Caballero | 68 Director Since: 2021 Committee: Audit Committee (Financial Expert); Corporate Governance and Compliance Committee (Chair) | |

  6. Skills and Experience

    | Skills & Qualifications: | | Finance/Audit | | Mergers & Acquisitions | | Legal/Risk Management |

  7. Skills and Experience

    Mr. Caballero brings to the Board significant public company accounting and financial reporting expertise and a top-level perspective in organizational management. Mr. Caballero’s career has provided him with practical knowledge of executive management of complex, global businesses and extensive experience in a wide range of financial and accounting matters including management of global financial operations, financial oversight, risk management and the alignment of financial and strategic initiatives. Mr. Caballero also brings deep corporate governance experience through his work with public and private companies and in his board leadership positions at Deloitte and extensive experience in mergers and acquisitions, a critical component to the Company’s growth strategy. The Board has determined that Mr. Caballero qualifies as an audit committee financial expert and has appointed him to the Audit Committee. Mr. Caballero serves as the Chair of the Corporate Governance and Compliance Committee.

  8. Qualification Highlights

    Qualification Highlights • Managing Partner of Deloitte’s Business Tax Services U.S.-India practice (2016 – 2019) • New Jersey Tax Managing Partner of Deloitte (2003 – 2011) • Assistant Vice President of Tax of Beneficial Corporation, a consumer finance company that was acquired by Household International, Inc. in 1998 (1983 – 1986)

  9. Board Experience

    Board Experience • Deloitte Tax LLP, a global professional services firm and one of the Big Four accounting firms, where he was the Chief Diversity Officer (2009 – 2016) • United Way of Essex and West Hudson in New Jersey, a non-profit organization where he served as the chair of Board of Directors and Finance Committee (2003 – 2019) • The College of New Jersey, where he served as the chair of the Board of Directors, Finance Committee, and Audit and Risk Management Committee (2007 – 2019) Jersey Battered Women’s Service, a private, non-profit agency, where he served as the chair of the Finance, Human Resources, and Infrastructure Committees (1993 – 2001)

  10. Board Experience

    | Mark G. Foletta | 64 Director Since: 2012 Board Chair Committee: Audit Committee (Financial Expert); Talent and Compensation Committee (Chair) | |

  11. Board Experience

    | Skills & Qualifications: | | Finance/Audit | | Healthcare Industry | | C-Suite Leadership | | | | Legal/Risk Management | | | | |

  12. Board Experience

    Mr. Foletta brings to the Board considerable audit, financial, healthcare and enterprise risk management experience as both an executive officer and director of healthcare companies and has significant experience serving the Company under different operating environments, management teams, and market cycles strengthening the Board’s perspective and capabilities. Mr. Foletta’s prior experience as a public company CFO provides the Board with extensive public company accounting and financial reporting expertise to guide the Company’s commitment to strong financial discipline, effective allocation of capital and accurate disclosure practices. Mr. Foletta assisted with developing and launching the initial enterprise risk management assessment at Amylin Pharmaceuticals and guided the launch of the initial risk management assessment at both Regulus and DexCom. The Board has determined that Mr. Foletta qualifies as an audit committee financial expert and has appointed him to the Audit Committee. Effective upon the completion of the Annual Meeting and subject to his re-election to the Board, the Board has elected Mr. Foletta as Board Chair.

  13. Qualification Highlights

    Qualification Highlights • Executive Vice President and Chief Financial Officer of Tocagen Inc., a brain cancer biotechnology company (February 2017 until its acquisition by Forte Biosciences, Inc. in March 2020) • Interim Chief Financial Officer of Biocept, Inc., a publicly traded diagnostics company (August 2015 – July 2016) • Senior Vice President, Finance and Chief Financial Officer of Amylin Pharmaceuticals, Inc. (March 2006 – October 2012) • Vice President, Finance and Chief Financial Officer of Amylin (March 2000 – March 2006) • Certified Public Accountant (inactive) and a member of the Corporate Directors Forum

  14. Board Experience

    Board Experience • DexCom, Inc., a publicly traded diabetes care technology company, where he is the Lead Independent Director (November 2014 – present) • Enanta Pharmaceuticals, a publicly traded biotechnology company, where he is the Chair of the Audit Committee (June 2020 – present) • Regulus Therapeutics Inc., where he served as Chair of the Audit Committee and a member of the Nominating and Governance Committee (February 2013 – June 2018) • Viacyte, Inc., a privately held company (sold in 2022) • Ambit Biosciences Corporation, where he served as Chair of the Audit Committee (sold in 2014) Anadys Pharmaceuticals, Inc. (sold in 2011)

  15. Board Experience

    | Teri G. Fontenot | 71 Director Since: 2019 Committee: Audit Committee (Chair) (Financial Expert) | |

  16. Board Experience

    | Skills & Qualifications: | | Finance/Audit | | Healthcare Industry | | Government/Policy Advocacy | | | | C-Suite Leadership | | Human Capital Management | | |

  17. Board Experience

    Ms. Fontenot brings substantial operational and strategic experience in the healthcare industry as a former chief executive officer and chief financial officer of four healthcare institutions and as a board member for healthcare-related organizations. Ms. Fontenot’s more than 30 years in healthcare and finance leadership provides valuable insights into the Company’s strategic discussions regarding the dynamic economic environment and healthcare industry and continued development of client-centric total talent solutions. The Board has determined that Ms. Fontenot qualifies as an audit committee financial expert and has appointed her as Chair of the Audit Committee.

  18. Qualification Highlights

    Qualification Highlights • President and CEO of Woman’s Hospital, the largest independently-owned women’s and infant’s hospital in the United States providing comprehensive subspecialty services to women (March 1996 – March 2019) • Chief Financial Officer and Executive Vice President of Woman’s Hospital (1992 – 1996) • Chief Financial Officer of three other hospitals located in Louisiana and Florida prior to joining Woman’s Hospital (1985 – 1992) • Certified Public Accountant (inactive) • Advisory Committee on Research on Women’s Health for the National Institutes of Health (1999 – 2005)

  19. Board Experience

    Board Experience • Amerisafe, Inc., a publicly traded specialty provider of workers’ compensation insurance, where she serves on the Audit, Risk and Governance Committees (June 2016 – present) • Bitcoin Depot, Inc., a publicly traded crypto currency company specializing in Bitcoin ATMs, where she serves as the Chair of the Audit Committee (July 2024 – present) • Orlando Health, Inc., a not-for-profit organization, where she serves on the Executive and Clinical Quality Committees (September 2021 – present) • Baton Rouge Water Company (2009 – present), a privately-held company • LHC Group, Inc., a publicly traded in-home healthcare services company, where she served on the Clinical Quality and Corporate Development Committees and as Chair of the Audit Committee (2019 until its sale in 2023) • Landauer, a formerly publicly traded company, where she served on its Audit and Governance Committee, until its sale in 2017 • Sixth District Federal Reserve Bank of Atlanta, including as its Audit Committee chair for two years (2004 – 2009) Served on numerous healthcare boards at a local, state and national level, including the Board of Directors of the Louisiana Hospital Association, where she served as Chairperson (2002), and the American Hospital Association where she served as Chairperson (2012)

  20. Board Experience

    | Cary Grace | 56 Director Since: 2022 Committee: Executive Committee | |

  21. Board Experience

    | Skills & Qualifications: | | C-Suite Leadership | | Mergers & Acquisitions | | Digital/Technology | | | | Finance/Audit | | Human Capital Management | | Legal/Risk Management | | | | Healthcare Industry | | | | |

  22. Board Experience

    Ms. Grace brings to the Board more than three decades of experience developing and executing profitable growth strategies for leading professional and financial services organizations across human capital, banking, investments, health, and mergers and acquisitions, including most recently at Aon, where Ms. Grace led Aon’s Global Retirement, Investment and Human Capital business line, as well as the Global M&A integration and Enterprise Client Management functions. While at Aon, Ms. Grace served on its Policy and Governance Team, served on the Operating Committee and was a named executive officer of the corporation. Ms. Grace’s extensive experience in leading large market-driven businesses with a focus on digital enablement provides valuable insight and leadership as the Company continues to evolve and develop technology-related and enabled solutions for clients and healthcare professionals.

  23. Qualification Highlights

    Qualification Highlights • President and CEO of AMN Healthcare Services, Inc. (November 2022 – present) • Chief Executive Officer of the Global Retirement, Investment and Human Capital Solutions business at Aon PLC (2016 – January 2020) • Various Executive Leadership Positions within Aon, including CEO of Aon Health Exchanges (2012 – 2019) • Bank of America, where she led several institutional and private banking businesses, including their $9 billion Mass Affluent Client Business (1998 – 2012)

  24. Board Experience

    Board Experience • State Farm Mutual, the largest property and casualty insurance company offering auto, home, life and health insurance as well as investment services, where she serves as Chair of the Finance and Investment Committee (2022 – present) • League, Inc., a privately held digital platform and technology company empowering consumer health engagement (2020 – present) • FinTech Evolution Acquisition Group, where she served as Chair of the Audit Committee (2021 – March 2023) Rush University Medical Center Board of Trustees (2020 – present)

  25. Board Experience

    | R. Jeffrey Harris | 70 Director Since: 2005 Committee: Corporate Governance and Compliance Committee; Talent and Compensation Committee; Executive Committee | |

  26. Board Experience

    | Skills & Qualifications: | | Legal/Risk Management | | Mergers & Acquisitions | | Healthcare Industry | | | | C-Suite Leadership | | | | |

  27. Board Experience

    Mr. Harris brings considerable mergers and acquisitions experience to the Board, which is a key component of the Company’s growth strategy. Mr. Harris’ legal, regulatory and corporate governance expertise provides valuable insights to the Board and management as we operate in a constantly changing and increasingly complex regulatory environment and strive to deliver industry-leading results supported by strong governance and compliance practices.

  28. Qualification Highlights

    Qualification Highlights • Of Counsel at Apogent Technologies, Inc., a laboratory, life science and diagnostic products company (December 2000 – 2003) • Vice President, General Counsel and Secretary at Apogent Technologies, Inc., formerly Sybron International (1988 – 2000)

  29. Board Experience

    Board Experience • Sybron Dental Specialties until it was acquired by Danaher Corporation (April 2005 – 2006) • Playtex Products, Inc. until it was acquired by Energizer Holdings (2001 – October 2007) • Prodesse, Inc., an early-stage biotechnology company, until it was acquired by Gen-Probe Incorporated (2002 – 2009) • Apogent Technologies, Inc. until it was acquired by Fisher Scientific International, Inc. (2000 – 2004) • Guy & O’Neill, Inc., a privately held private label and contract manufacturing company (2008 – 2018) President, board member (former Chairman) and a co-founder of BrightStar Wisconsin Foundation, Inc., a non-profit economic development corporation (2013 – present)

  30. Board Experience

    | James H. Hinton | 66 Director Since: 2024 Committee: Corporate Governance and Compliance Committee; Talent and Compensation Committee | |

  31. Board Experience

    | Skills & Qualifications: | | Legal/Risk Management | | Mergers & Acquisitions | | Healthcare Industry | | | | C-Suite Leadership | | Finance/Audit | | Human Capital Management | | | | Digital/Technology | | | | |

  32. Board Experience

    Mr. Hinton brings broad-based leadership experience in the healthcare industry, including governance, compliance and operational expertise, serving both as a CEO of large health systems and director of a publicly traded healthcare company. Mr. Hinton’s deep understanding of healthcare systems’ challenges and opportunities provides valuable insights to direct our strategy and innovate to provide enhanced and expanded talent solutions service offerings to meet our clients’ evolving needs. Mr. Hinton also brings to the Board experience in development of integrated systems and healthcare mergers and acquisitions.

  33. Qualification Highlights

    Qualification Highlights • Operating Partner with Welsh Carson Anderson Stowe (WCAS) (2022 – present) • CEO of Baylor Scott & White Health (2017 – 2021) • President and CEO of Presbyterian Healthcare Services (1995 – 2016); Vice President and Chief Operating Officer (1992 – 1995); Executive Director (1987 – 1992); Director of Business Development (1987 – 1992)

  34. Board Experience

    Board Experience • McKesson Corporation, a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and specialty care, and healthcare information technology (2022 – present) American Hospital Association Board of Trustees, the national organization that represents over 5,000 hospital and health care networks, where he served as a Chair (2014) and Trustee (2011 – 2016)

  35. Board Experience

    | Celia Huber | 54 New Director Nominee | |

  36. Board Experience

    | Skills & Qualifications: | | Government/ Policy Advocacy | | Mergers & Acquisitions | | Legal/Risk Management | | | | Healthcare Industry | | | | |

  37. Board Experience

    Ms. Huber is a senior partner at McKinsey & Company, where she leads the North American board services practice and advises publicly-traded, not-for-profit and public-sector healthcare organizations, including non-profit and publicly-traded health insurers, benefits administrators, health systems and providers, and public sector payors, on strategies within a context of industry and regulatory change. Ms. Huber has significant experience advising on healthcare strategy, as well as governance, board effectiveness, creation of innovative partnerships, and supporting new operating models. Ms. Huber is a core leader of McKinsey’s leadership forums, leads the McKinsey & Company West Coast healthcare CEO roundtable, and serves as the Chief Risk Officer for McKinsey in North America.

  38. Qualification Highlights

    Qualification Highlights • Senior Partner, McKinsey & Company (2009 – Present), Partner (2002 – 2009), Consultant (1992 – 2002)

  39. Board Experience

    Board Experience • AltaMed Foundation, a non-profit organization that serves as the fundraising arm for AltaMed Health Services, a community health center in Southern California, with the goal of increasing access to quality healthcare and reducing health disparities within the community (2021 – present) • California Business Roundtable, a nonpartisan organization that provides a platform among executives for collaboration and advocacy on issues critical to California’s economic health, where she is a member of the Executive Committee (2017 – present) • Citizens United for Research in Epilepsy (CURE), a non-profit dedicated to finding a cure for epilepsy by raising funds for research and by increasing awareness (2016 – 2021) Make-A-Wish Greater Pennsylvania and West Virginia (Vice Chair), a non-profit organization dedicated to creating life-changing wishes for children with critical illnesses (2002 – 2009)

  40. Board Experience

    | Daphne E. Jones | 67 Director Since: 2018 Committee: Audit Committee; Corporate Governance and Compliance Committee | |

  41. Board Experience

    | Skills & Qualifications: | | Digital/Technology | | Healthcare Industry | | C-Suite Leadership |

  42. Board Experience

    Ms. Jones brings to the Board considerable information technology, global digital technology use, data management and privacy experience as a seasoned C-Suite executive with extensive experience in multinational corporations. Ms. Jones’ digital use and technology expertise and experience provides valuable insights in leading innovative change, technological advancement and strategic growth and is critical to our successful execution of our technology and digital strategies.

  43. Qualification Highlights

    Qualification Highlights • Senior Vice President, Digital/Future of Work for GE Healthcare, the healthcare business of GE (May 2017 – October 2017) • Senior Vice President, Chief Information Officer for GE Healthcare Diagnostic Imaging and Services (August 2014 – May 2017) • Senior Vice President, Chief Information Officer for Hospira, Inc., a provider of pharmaceuticals and infusion technologies (October 2009 – June 2014) • Chief Information Officer at Johnson & Johnson (2006 – 2009); served in various information technology roles with Johnson & Johnson (1997 – 2006) • Founder, The Board Curators, LLC (July 2021 – present) • Founder, Destiny Transformations Group, LLC (April 2018 – present)

  44. Board Experience

    Board Experience • Barnes Group Inc., a publicly traded industrial products and aerospace company, where she served on the Audit Committee (September 2019 until its sale in January 2025) • Masonite International Corp., a publicly traded global designer, manufacturer, and distributor of internal and external doors for the construction and renovation industry, where she served as a member of the Corporate Governance and Nominating Committee (February 2018 until its sale in 2024) Thurgood Marshall College Fund, a not-for-profit organization and the nation’s largest organization exclusively representing the Black College Community (January 2017 – October 2018)

  45. Board Experience

    | Rear Admiral Dr. Sylvia Trent-Adams, PhD, RN, FAAN | 59 Director Since: 2020 Committee: Talent and Compensation Committee; Corporate Governance and Compliance Committee | |

  46. Board Experience

    | Skills & Qualifications: | | Healthcare Industry | | Government/Policy Advocacy | | C-Suite Leadership | | | | Human Capital Management | | | | |

  47. Board Experience

    Dr. Trent-Adams’ experience as a C-Suite healthcare leader and clinician provides the Board with valuable insights as the Company continues to evolve to serve the more diverse needs of our clients, clinicians and the complexities of large growing health systems and to proactively anticipate their needs driven by changes in care delivery, reimbursement, and other factors. Dr. Trent-Adams’ experience serving in high levels of the federal government health service and understanding of the drivers and development of public policy enhances the Board’s ability to provide effective oversight of clinical quality, government policy and regulatory risk, all of which are critical to the successful design and implementation of our growth strategy.

  48. Qualification Highlights

    Qualification Highlights • President, University of North Texas Health Science Center at Fort Worth (September 2022 – January 2025) • Executive Vice President and Chief Strategy Officer of the University of North Texas Health Science Center at Fort Worth (October 2020 – September 2022) • Served in the U.S. Public Health Service Commissioned Corps, including service as Deputy Surgeon General and Acting Surgeon General of the United States (1992 – 2020) • Held leadership roles in the U.S. Department of Health and Human Services, including as Principal Deputy Assistant Secretary for Health (January 2019 – September 2020)

  49. Board Experience

    Board Experience • University of Minnesota School of Nursing, Board of Visitors (2020 – 2023) • Institute for Healthcare Improvement, an independent not-for-profit organization, focused on advancing and sustaining better outcomes in health and healthcare (2022 – present) • One Safe Place, a non-profit organization (2022 – present)

  50. Board Experience

    | Douglas D. Wheat Chair Emeritus | |

  51. Board Experience

    Mr. Wheat retired from the Board in February 2025. AMN Healthcare and its Board would like to recognize and thank Mr. Wheat for his many years of faithful service to the Board and AMN Healthcare. During his 25 years of service on the Board, Mr. Wheat brought significant knowledge of the healthcare staffing industry, as well as extensive expertise in corporate finance and mergers and acquisitions, to help grow the Company. In recognition of his years of service and transformational contributions to the Company, the Board has appointed Mr. Wheat to the honorary position of Chairman Emeritus. The position is not an elected position, a member of our Board or “director” as that term is used in our Bylaws or SEC rules and is not entitled to vote on any matter before the Board. Board Effectiveness

  52. Board Experience

    | We understand that Board effectiveness is essential to long-term value creation and take steps to ensure our Board is composed of directors that maintain appropriate independence, and possess a diversity and breadth of skills, expertise, experience and other characteristics to effectively oversee risks and guide the Company’s strategy. | |

  53. Board Experience

    | 01 | Director Nomination Process | | | Evaluation of Board Composition, Shareholder Recommendations and Nominations and Director Independence |

  54. 2025 NEW DIRECTOR NOMINEE

    2025 NEW DIRECTOR NOMINEE

  55. 2025 NEW DIRECTOR NOMINEE

    | Celia P. Huber | |

  56. 2025 NEW DIRECTOR NOMINEE

    In 2025, upon the recommendation of our Governance and Compliance Committee, our Board decided to nominate Celia P. Huber for election as a director at our Annual Meeting. Ms. Huber brings more than 30 years of experience advising publicly-traded companies, not-for-profit organizations as well as governmental organizations on strategic initiatives, including market entry, M&A, growth strategies and governance, with a specific focus in the healthcare sector. Ms. Huber is a senior partner at McKinsey & Company, where she leads the North American board services practice. Board Tenure Policy Our Board’s average aggregate tenure policy reflects its commitment to consistently evaluate the composition of our Board to ensure that it collectively possesses the experience, skills, knowledge, and level of engagement necessary to serve the best interests of our shareholders. This policy, which is set forth below, was developed in part based on insight and feedback we received directly from shareholders in connection with our ongoing corporate governance shareholder engagement efforts. The Board does not believe in a specific limit for the overall length of time an independent director may serve. Directors who have served on the Board for an extended period can provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company’s history, policies, and objectives. The Board also believes that new directors will strengthen the diversity of the Board, provide fresh perspectives and value as the Company evolves. To achieve this balance, the Board expects to maintain an average aggregate tenure for independent board directors of less than ten (10) years. The average aggregate tenure for our Board’s independent director nominees is six (6) years. Our Corporate Governance Program

  57. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS The Talent and Compensation Committee believes director pay should be aligned with the long-term interests of our shareholders, so it gives substantial weight to the equity component, which represented 62% of our Independent Directors’ average total compensation in 2024. As part of its annual review process, the Talent and Compensation Committee evaluates a variety of sources and benchmarks the compensation we pay our Independent Directors against our executive compensation peer group and relevant market data. It also consults with our independent compensation consulting firm, Frederic W. Cook & Co., Inc., prior to issuing a recommendation to the Board, which it has historically done in conjunction with the election of directors at the Annual Meeting of Shareholders. Following this process provides the Talent and Compensation Committee with more visibility into director pay trends based on the most recently disclosed public filings of peer companies included in its analysis.

  58. Director Equity Compensation

    Director Equity Compensation We typically grant full-value equity awards to Independent Directors upon appointment or election to the Board, and annually thereafter during the director’s term. Because we believe that director compensation should be weighted in equity, we anticipate that we will continue to grant annual equity awards to our Independent Directors for the foreseeable future. The intended aggregate grant date fair value (“AGD Fair Value”), of such equity awards for 2024 is approximately $170,000, which we believe aligns with the market for independent director compensation. On April 19, 2024, each Independent Director serving on the Board at such time received an equity award of 3,019 time-vested restricted stock units, (“RSUs”). The RSU awards issued to our Independent Directors vest on the earlier of the one-year anniversary of the grant date or the 2025 Annual Meeting of Shareholders, provided such director remains in service through such date. Each director was also given the option to defer receipt of the shares underlying the RSUs until their separation of service from the Board. Independent Directors that are elected to the Board at a time other than in connection with our annual meeting receive an equity award upon election in an amount equal to the pro rata annual grant value approved for Independent Directors for the anticipated service time from his or her date of election through the Company’s next annual meeting of shareholders. The chart on the right illustrates a breakdown of the current annual compensation of our Independent Directors, excluding committee retainers.

  59. Director Compensation Table

    Director Compensation Table The following table reflects compensation that our directors earned during fiscal year 2024. The table does not include Ms. Grace, who received no additional compensation for her service as a director. Ms. Grace’s compensation as our President and CEO is described in the “Executive Compensation” section below.

  60. Director Compensation Table

    | Name | Fees Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Mark G. Foletta | 104,066 | 169,970 | 1,000 | 275,036 | | R. Jeffrey Harris | 90,000 | 169,970 | 1,000 | 260,970 | | Martha H. Marsh(4) | 33,242 | 0 | 0 | 33,242 | | Jorge A. Caballero | 105,000 | 169,970 | 1,000 | 275,970 | | Sylvia Trent-Adams | 90,000 | 169,970 | 1,000 | 260,970 | | Douglas D. Wheat | 240,000 | 169,970 | 1,000 | 410,970 | | Daphne E. Jones | 90,000 | 169,970 | 1,000 | 260,970 | | Teri G. Fontenot | 120,000 | 169,970 | 1,000 | 290,970 | | James H. Hinton(5) | 39,864 | 127,462 | 1,000 | 168,326 |

  61. Director Compensation Table

    The amount set forth in this column represents the grant date fair value of the 3,019 RSUs granted to each director elected to the Board on the date of the 2024 Annual Meeting of Shareholders held on April 19, 2024 computed in accordance with FASB ASC Topic 718, but without reduction for estimated forfeitures. None of our Directors had option awards outstanding as of December 31, 2024. For additional information on the valuation assumptions used in the calculation of these amounts for 2024, refer to notes 1(r) and 11 to the financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 20, 2025. As of December 31, 2024, our directors held the following RSUs, including deferred RSUs (#):

  62. Director Compensation Table

    | Mark G. Foletta | R. Jeffrey Harris | Martha H. Marsh | Jorge A. Caballero | Sylvia Trent- Adams | Douglas D. Wheat | Daphne E. Jones | Teri G. Fontenot | James H. Hinton | | 27,616 | 37,757 | 0 | 4,477 | 4,216 | 37,757 | 6,839 | 9,653 | 2,235 |

  63. Director Compensation Table

    (3) For each director (other than Ms. Marsh), the amount set forth in this column consists solely of a $1,000 donation the Company made on behalf of such director, through the donor-advised AMN Impact Fund, to one of three charities supporting the well-being of the healthcare workforce selected by the director. None of our directors derived any financial benefit from these donations because the charitable deductions accrued solely to the Company. (4) As previously disclosed, Ms. Marsh decided to not stand for re-election at the 2024 Annual Meeting of Shareholders held on April 19, 2024 and retired from the Board effective upon the conclusion of such meeting. (5) Mr. Hinton was appointed to the Board in July 2024 and received a pro rata grant of 2,235 RSUs computed in accordance with FASB ASC Topic 718, but without reduction for estimated forfeitures.

  64. Impact of Market Disruption on our Business

    | AMN’s Response to Market Conditions on our Business | | Leveraged Tech-Enabled Total Talent Solutions | | • We enhanced and scaled technology designed to empower our clients to build a cost-effective workforce. For example, we made significant strides in client adoption of ShiftWise Flex, our cloud-based VMS, which provides client self-service, enables real-time decision-making via the market insights tool and seamlessly integrates with the AMN Passport mobile app for candidate ease and flexible cost-effective staffing for clients. This contributed to a measurable reduction in the time-to-fill open positions for our clients along with improved fill rates. • We also continued to build out and scale Passport, the top-rated healthcare staffing app designed to help healthcare professionals find and manage travel assignments, by introducing new functionalities. AMN Passport continues to be the most downloaded mobile app in the healthcare staffing industry and has been downloaded by more than 260,000 registered, ready-to-work nurse and allied healthcare professionals. • Added internal agency and internal float pool functionality to help clients better manage internal flex-labor pool operations, processes, and costs through planning, recruitment, employment and engagement, and resource deployment. | | Invested in Innovation | | • In 2024, we continued to focus on integrating our broad solution set, from advisory, to technology platforms to workforce management, to make it easier for clients to do business with AMN Healthcare. For example, we launched WorkWise, an omnichannel decision intelligence platform that streamlines workforce processes, empowering our clients to source cost-effective talent through predictive scheduling and advanced workforce management. | | Sustained Financial Discipline | | • Recognizing the prolonged decrease in client demand and margin pressure, we made the decision to reduce our corporate employee workforce, along with streamlining and restructuring of our service lines to better serve our clients. • Despite the continued industry-wide challenges, we generated strong cash flows, supporting our balanced capital allocation strategy and positioning us for future growth. We generated $2.98 billion in revenue and adjusted EBITDA of $340.8 million in 2024 and saw our margins continue to stabilize, with 2024 consolidated gross margin of 30.8% and EBITDA margin of 11.4%.(1) • During the year we decreased debt on our revolving credit facility by $250 million, ending the year with a net leverage ratio of 3.0 to 1. | | Impact of Market Conditions on AMN’s Compensation | | • Incentive plan payouts reflected the challenging market environment and our performance. ◦ 2024 Bonus payouts for our executives ranged from 35% of target for the CEO to 50% of target for the other Named Executive Officers (our adjusted EBITDA target was established at the beginning of 2024 and no adjustments were made to our target, resulting in a 0% payout for the financial component which makes up 70% of our executive’s total target bonus). ◦ 2022 PRSUs had no payout for the TSR component and a 66% payout for the Adjusted EBITDA component. • We faced a challenging labor market environment, driving a priority focus on executive and key employee retention. • We re-evaluated our incentive plan designs to ensure alignment with our key business priorities in the evolving market environment. |

  65. Executive Compensation Practices

    | WHAT WE DO | | | ✓ Executive Compensation Philosophy. Reflects our commitment to long-term shareholder value, equal pay, corporate social responsibility and a culture of compliance and ethics. ✓ Align Pay with Performance. Design an executive compensation program that is focused on performance with variable pay comprising the majority of each executive’s compensation. ✓ Reward for Increases in Shareholder Value. Grant PRSUs based on absolute and relative TSR over a three-year performance period to reward named executive officers for above-market stock performance (relative to the Russell 2000 Index). ✓ Focus on Our Long-term Goals. Utilize PRSUs based on the Company’s achievement of certain adjusted EBITDA targets with a three-year vesting period and PRSUs, the inherent value of which, is directly tied to the value of the Company’s stock performance. ✓ Strong Ownership Requirements. Maintain stock ownership guidelines requiring our directors and executive officers to hold significant multiples of their annual retainer or base salary. | ✓ Cap Incentive Awards. Cap payouts for both our cash and equity incentive awards. ✓ Incentives to Achieve Objective Key Financial Metrics. 70% of our annual cash bonus incentive plan is based on pre-bonus adjusted EBITDA targets, a key financial metric for the Company. ✓ Competitive Peer Benchmarking. Review our executive compensation peer group on an annual basis to ensure that our compensation program is properly aligned with companies of similar size within the healthcare and recruitment and staffing industries. ✓ Independent Compensation Consultant. Our Talent and Compensation Committee utilizes the services of an independent and reputable compensation consultant, Frederic W. Cook, to provide pay recommendations. ✓ “Double-trigger” Change in Control Provisions. Our equity award arrangements include “double-trigger” mechanics. ✓ Compensation Recoupment Policy Beyond Listing Standards. Maintain a Compensation Recoupment Policy that exceeds the requirements of Exchange Act Rule 10d-1 and the listing standards adopted by the NYSE. |

  66. No Single-Trigger Change in Control Agreements

    No Single-Trigger Change in Control Agreements ✘

  67. 2024 Compensation Elements

    | COMPONENTS | PURPOSE | KEY FEATURES | | BASE SALARY | Attract and retain talent | • Fixed base of cash compensation • Reviewed and approved annually • Benchmarked annually to our peer group and other companies of similar revenue and market capitalization | | ANNUAL CASH INCENTIVE BONUS | Drive achievement of annual strategic and financial objectives | • 70% of target values are directly tied to measurable financial metric, consolidated adjusted EBITDA (known as the “Financial” component) • 30% of target values are directly tied to non-financial factors (known as the “Leadership” component) • One-year performance period, aligned with our strategic priorities • Payout Range: 0 – 200% of target | | LONG-TERM INCENTIVE | Align with shareholders’ interests and drive achievement of our long-term strategic objectives | • Equity mix of: • Time-vested restricted stock units (35%) • Performance-based restricted stock units based on TSR (30%) with a payout range of: 0 – 175% of target • Performance-based restricted stock units based on adjusted EBITDA performance (35%) with a payout range of: 0 – 200% of target • Three-year performance/vesting period • Actual payout dependent upon long-term financial and stock performance and retention |

  68. Response To 2024 Say-On-Pay Vote

    Response To 2024 Say-On-Pay Vote At our 2024 Annual Meeting of Shareholders held on April 19, 2024, we received approximately 94% support (based on shares voting) on our advisory “say-on-pay” proposal regarding the compensation of our named executive officers. Our compensation program has remained consistent with that set forth in our 2024 proxy statement for our 2024 Annual Meeting of Shareholders, and we believe the following four themes remain most important to our shareholders: (1) compensation should correlate to company performance, (2) performance-based compensation should constitute a majority of our named executive officers’ compensation, (3) long-term performance awards should be utilized to ensure sustainable value for shareholders should be an integral part of compensation and (4) compensation should be designed to motivate, reward and retain executives. The Talent and Compensation Committee believes that our executive compensation program in 2024 satisfied each of the four themes identified above. In 2024, the Committee took the following actions: 1. Issued PRSUs tied to TSR and adjusted EBITDA performance over a three-year period, 2. Established performance goals for adjusted EBITDA performance in line with our annual financial operating plan for the named executive officers to receive their target bonuses, 3. Kept base salaries flat (other than for Ms. Laughlin), and Designed cash incentive annual bonus opportunity and long-term equity incentive grant values aligned with the market as well as our peer group and to reflect performance.

  69. PRINCIPAL COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

    PRINCIPAL COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM • Base salary, • Short-term or annual performance awards in the form of cash bonuses, and • Long-term incentive awards in the form of RSUs and PRSUs. We also provide: • benefits generally available to other employees, including a non-qualified deferred compensation plan, • severance agreements, and • reimbursement for each named executive officer up to $25,000 for certain financial, estate planning and personal health and wellness expenses.

  70. FACTORS CONSIDERED BY THE TALENT AND COMPENSATION COMMITTEE IN SETTING BASE SALARIES

    FACTORS CONSIDERED BY THE TALENT AND COMPENSATION COMMITTEE IN SETTING BASE SALARIES • The salaries of similarly situated executives within our peer group and other companies of similar revenue size and market capitalization, • Our operational and financial performance, • Individual performance, skills, knowledge, tenure, experience, and responsibilities, and • The recommendations of our CEO for our other named executive officers. We manage salary changes to fall within our annual budget. We evaluate our operational and financial performance against our annual strategic objectives and our annual operating plan. We evaluate our stock performance against our executive compensation peer group and the Russell 2000 Index. Our CEO recommendations are particularly helpful for the Talent and Compensation Committee to evaluate the other executive officers’ performance, knowledge, skills, experience and responsibilities.

  71. Annual Cash Performance Bonus

    Annual Cash Performance Bonus Annual cash performance bonus opportunities serve as the second principal component of our executive compensation program and are designed to incentivize and reward performance. The Company’s Bonus Plan is the mechanism by which the Talent and Compensation Committee provides cash bonus opportunities as a strong incentive for our executive officers to achieve annual financial targets that support our strategic objectives and individual leadership goals that support non-financial objectives discussed below. Although certain details of the Bonus Plan may change from year to year, tying consolidated adjusted EBITDA to our annual operating plan remains consistent. We refer to this financial metric of the Bonus Plan as the Financial Component. The Talent and Compensation Committee sets threshold, “target” (i.e., 100% payout) and maximum amounts for bonuses and a weight for each metric that corresponds to the level of achievement required to trigger a threshold, target, or maximum bonus for the named executive officer under such metric. The threshold level for the metric starts at a minimum performance level (i.e., 85% of targeted consolidated adjusted EBITDA). This year the Talent and Compensation Committee eliminated revenue as a metric and tied 100% of the financial component to Adjusted EBITDA to focus the team on driving profitability in a contracting market. The maximum bonus requires a performance level of 115% of the target amount. We have typically used incremental hurdles (usually 1% increments for adjusted EBITDA) of performance between the threshold level and the maximum level that increase the amount of bonus that can be earned on a straight-line basis depending on the hurdle ultimately achieved. The leadership component of the bonuses, which we refer to as the Leadership Component in this CD&A, has been based on non-financial factors, such as performance relative to direct competition, leadership, achievement of strategic objectives, and effective leadership in line with our customer’s goals, business objectives and our core values. In setting each named executive officer’s target bonus, the Talent and Compensation Committee evaluates benchmarking data for comparable positions generally and within our executive compensation peer group, the recommendations of our CEO (except with respect to her target bonus), individual performance, knowledge, experience and responsibilities.

  72. PRINCIPLES GOVERNING THE DESIGN OF CASH INCENTIVE BONUSES

    PRINCIPLES GOVERNING THE DESIGN OF CASH INCENTIVE BONUSES • The metrics must be tied to key indicators of our success and our annual objectives, • The performance goals must be reasonably achievable and viewed as fair, while at the same time encouraging stretch performance, • The metrics must be simple to understand and can be achieved under the executive’s leadership, • The portion of an individual’s target annual cash compensation attributable to target annual bonus should increase with successively higher levels of responsibility, and • Payouts should reflect our performance as well as the performance of the executive, including performance relative to the Company’s objectives and furtherance of its culture of ethics. The Talent and Compensation Committee may amend the Bonus Plan at any time and may also amend any outstanding award granted under the Bonus Plan, provided that any such amendment that would adversely impair the rights of the grantee in respect of any PRSUs already granted shall not to that extent be effective without the consent of the grantee.

  73. Long-Term Incentives

    Long-Term Incentives Long-term incentives in the form of equity awards are the third principal component of our executive compensation program and serve to align the interests of our named executive officers with our shareholders. Under the Company’s 2017 Equity Plan, which we refer to in this CD&A as the Equity Plan, we grant equity awards with various vesting parameters, typically three years in length, to named executive officers and key employees to incentivize the achievement of our long-term strategic objectives. We also use the equity awards as an employee retention tool. We utilize PRSUs as part of our long-term incentive structure to strengthen the performance-based component of the long-term incentive component. In 2024, we utilized PRSUs that pay out based on (i) the Company’s TSR over three years and (ii) adjusted EBITDA performance over three annual performance periods, where such PRSUs vest and pay out at the end of three years but accrue value annually based on the Company’s achievement of annual year-over-year adjusted EBITDA performance targets. We refer to these awards as our “TSR PRSUs” and “Adjusted EBITDA Performance PRSUs,” respectively.

  74. PRINCIPLES GOVERNING THE DESIGN OF LONG-TERM INCENTIVES

    PRINCIPLES GOVERNING THE DESIGN OF LONG-TERM INCENTIVES • Performance periods should cover multiple years to create balance between short- and long-term objectives, • Long-term incentives should function to (a) align executive and shareholder interests, (b) enhance focus on improvements in operating performance and the creation of shareholder value and (c) drive achievement of our long-term strategic objectives, • Awards should support retention, • Aggregate annual share usage should be carefully managed to avoid excessive levels of shareholder value transfer, and • The aggregate cost of long-term incentives should be reasonable compared to members of our peer group, and the cost implications should be supported by our annual operating plan.

  75. Roles and Responsibilities

    | RESPONSIBLE PARTY | PRIMARY ROLES AND RESPONSIBILITIES RELATING TO COMPENSATION DECISIONS | | | • Approve the annual compensation of our other named executive officers and executives that directly report to our Chief Executive Officer (we refer to this group of executives, including the Chief Executive Officer, as the CEO Committee), including performance metrics and goals for performance-based long-term and short-term incentive compensation; • Hire the Company’s independent compensation consultant; and • Approve the composition of our executive compensation peer group. | | Independent Members of the Board | • Participate in and consider the Talent and Compensation Committee’s annual evaluation of our Chief Executive Officer’s performance; and • Consider the Committee’s actions regarding the compensation of our Chief Executive Officer and, if deemed appropriate or necessary, ratify such actions. | | Independent Compensation Consultant (Frederic W. Cook & Co., Inc.) | • Provide the Talent and Compensation Committee with advice regarding the design of all elements of the Company’s executive compensation program; • Review and provide an assessment of the material risks associated with the Equity Plan and Bonus Plan; • Provide advice to the Talent and Compensation Committee regarding the composition of the compensation peer groups; • Provide expert knowledge of marketplace trends and best practices relating to executive compensation and competitive pay levels; • Provide advice and recommendations regarding the compensation of the Company’s named executive officers; and • Regularly attend and actively participate in meetings of the Talent and Compensation Committee, including executive sessions. | | Chief Executive Officer | • Recommend annual non-financial performance goals and objectives for the CEO Committee (other than herself); • Conduct an annual performance evaluation for each member of the CEO Committee (other than herself) and discuss the results with the Committee; and • Make recommendations to the Talent and Compensation Committee with respect to the compensation of the members of the CEO Committee (other than herself) based on the final assessment of their performance. |

  76. Roles and Responsibilities

    The Talent and Compensation Committee generally conducts its salary and bonus structure review for a particular year in the last quarter of the previous year or early in the subject year. At that time, the Talent and Compensation Committee evaluates compensation by, among other things, reviewing (1) peer benchmarking information, (2) the individual’s performance, duties, and experience, (3) analysis and advice from its compensation consultant, (4) our financial and operational performance, and (5) the recommendations of our CEO (who does not provide a recommendation for herself). With respect to our Bonus Plan, the Talent and Compensation Committee determines the performance metrics for the award each year. In December, the Board approves our annual operating plan and financial targets for the upcoming year. Once our annual operating plan is approved, the Talent and Compensation Committee sets the range of financial performance targets for our named executive officers under the Bonus Plan in early January of each year. These financial targets set by the Talent and Compensation Committee correspond to our annual operating plan financial targets approved by the Board. The Talent and Compensation Committee also grants annual equity awards under our Equity Plan. In addition to annual grants, the Talent and Compensation Committee utilizes the Equity Plan to grant equity awards to key employees upon their initial employment, promotion, or as special retention awards. In the Talent and Compensation Committee’s discretion, it may authorize our CEO to grant equity awards to employees that do not serve on the CEO Committee within certain individual and aggregate thresholds that the Talent and Compensation Committee approves. The Talent and Compensation Committee regularly reviews any awards granted by our CEO.

  77. Peer Group

    Peer Group On an annual basis, the Talent and Compensation Committee reviews potential peer companies to help assess the competitiveness of compensation and practices for our executives and approves an appropriate executive compensation peer group. Accordingly, to understand our position within the marketplace and make compensation decisions that will help attract and retain a strong management team, the Talent and Compensation Committee reviews (1) compensation information for companies comparable in size and industry, (2) our financial performance against our internal financial targets, our designated peer group, and the Russell 2000, and (3) internal compensation comparability among senior executives. The Talent and Compensation Committee believes an important factor to consider in ensuring that our compensation program remains competitive is the proper identification and selection of the executive compensation peer group, as we may compete for executive talent with such peer companies. The Talent and Compensation Committee selects peers from the healthcare, commercial and professional services industries, and targets companies operating in the healthcare and employment services, healthcare technology and diversified support services sectors. Our 2024 executive compensation peer group, as determined by our Talent and Compensation Committee, was as follows:

  78. Our 2024 Executive Compensation Peer Group

    Our 2024 Executive Compensation Peer Group

  79. Our 2024 Executive Compensation Peer Group

    | • Insperity, Inc. • ASGN Incorporated • Amedisys, Inc. • Kelly Services | • Premier, Inc. • Cross Country Healthcare, Inc. • Korn Ferry | • Robert Half International Inc. • Encompass Health • Option Care Health • Teledoc Health | • TriNet Group, Inc. • Pediatrix Medical Group, Inc. • R1 RCM, Inc. |

  80. Our 2024 Executive Compensation Peer Group

    Each July, the Talent and Compensation Committee evaluates our executive compensation peer group for the upcoming year primarily using industry, revenue and market capitalization of companies. When evaluating our 2024 executive compensation peer group, the Committee reviewed (1) our 2023 executive compensation peer group, (2) the peers that Institutional Shareholder Services lists for us that were not in our 2023 executive compensation peer group, (3) peers that Glass Lewis lists for us that were not in our 2023 executive compensation peer group, (4) companies that were not in our 2023 executive compensation peer group that disclosed us in their proxy statement as part of their peer group, and (5) companies within our GICS code that met Institutional Shareholder Services’ recommended revenue and market capitalization band criteria. Revenue and market capitalization data that the Talent and Compensation Committee reviewed for 2024 executive compensation peer group are as follows:

  81. Our 2024 Executive Compensation Peer Group

    | Percentile | Revenue(1) | Market Capitalization(2) | | 25.0% | $2,353 | $2,733 | | 50.0% | $3,497 | $3,864 | | 75.0% | $4,766 | $5,760 | | AMN Healthcare | $4,817 | $4,292 | | AMN Healthcare Percentile Rank | 76 | 57 |

  82. Our 2024 Executive Compensation Peer Group

    (1) Trailing 12-month revenue, as of July 2023 when reviewed by the Talent and Compensation Committee. (2) Market capitalization as of June 15, 2023.

  83. Benchmarking

    Benchmarking The principal components of our executive compensation program – (1) base salary, (2) annual cash performance bonuses, and (3) long-term equity incentive awards – reflect the implementation of our executive compensation philosophy. The Talent and Compensation Committee receives benchmarking information for each of these components at the median and 75th percentile utilizing a blend of companies, including those within our executive compensation peer group, that are similar in terms of business type, revenue, and market capitalization. The Talent and Compensation Committee considers benchmarking data as a reference point rather than determinative data. Compensation for specific individuals may vary upward or downward from the median for individual named executive officers based on, among other things, individual performance, tenure, experience, scope of responsibilities, internal parity considerations, the recommendations of our CEO (for compensation other than her own) and succession planning considerations.

  84. Our 2024 Compensation Program and Results

    Our 2024 Compensation Program and Results Our named executive officers’ 2024 direct compensation consisted of: (1) a base salary; (2) cash incentive bonus based on performance; (3) long-term equity incentives; (4) reimbursement for certain financial, estate planning and personal health and wellness expenses; and (5) certain other additional compensation, such as matching deferred compensation contributions. We discuss each component of our 2024 compensation program for our named executive officers in more detail below. In late 2023, the Talent and Compensation Committee reviewed annual base salary levels for the named executive officers and, after careful consideration, did not approve any increases from the previous year given the challenging market conditions. In September 2024, the Talent and Compensation Committee reviewed additional benchmarking information for our Chief Legal Officer and approved an 18% increase in Ms. Laughlin’s base salary. In making its determinations, the Talent and Compensation Committee considered, among other things, (1) the salaries for similarly situated executives within our executive compensation peer group and other companies of similar revenue size and market capitalization, (2) Company operational and financial performance and (3) individual performance. Prior to the increase, Ms. Laughlin’s salary was below the 25th percentile for both the peer group and other similar companies and after the increase it was in line with the median of our peer group.

  85. Senior Management Incentive Bonus Plan

    Senior Management Incentive Bonus Plan

  86. Target Bonus Levels

    Target Bonus Levels In December 2023, the Talent and Compensation Committee reviewed and set the 2024 target bonus levels for our named executive officers, which we express as a percentage of annual base salary. In light of challenging market conditions, the Talent and Compensation Committee made no adjustments. In September 2024, the Talent and Compensation Committee reviewed additional benchmarking information for our Chief Legal Officer and increased Ms. Laughlin’s target bonus as set forth in the table below. Prior to the increase, Ms. Laughlin’s bonus target was below the 25th percentile for both the peer group and other similar companies and after the increase it was in line with the 25th percentile of our peer group. The table below shows 2024 target bonus information for each named executive officer both in dollar amount and as a percentage of salary together with, for comparative purposes, the same figures for 2023.

  87. Target Bonus Levels

    | Named Executive Officer | 2023 Bonus Target (% of Salary) | 2024 Bonus Target (% of Salary) | 2023 Bonus Target ($) | 2024 Bonus Target ($) | | Cary Grace | 125 | 125 | 1,325,000 | 1,325,000 | | Brian Scott(1) | – | – | – | | | Jeffrey R. Knudson(2) | 100 | 100 | 630,000 | 630,000 | | Mark C. Hagan | 90 | 90 | 495,000 | 495,000 | | Whitney M. Laughlin(3) | 65 | 70 | 276,250 | 350,000 |

  88. Target Bonus Levels

    (1) Mr. Scott joined the Company effective November 21, 2024 and was not eligible to participate in the 2024 Bonus Plan. (2) Mr. Knudson resigned from the Company as Chief Financial Officer and Treasurer on November 8, 2024. Amount reflects Mr. Knudson’s annualized bonus target. (3) Ms. Laughlin became Chief Legal Officer effective August 19, 2023. The amount in 2023 reflects Ms. Laughlin’s annualized bonus target after her promotion. The 2024 amount reflects Ms. Laughlin’s annualized bonus target after her compensation increase effective September 29, 2024. The dollar amount of Ms. Grace’s 2024 cash bonus target amount was at the 50th percentile among CEOs within our 2024 executive compensation peer group based on the most recent proxy statements filed by our executive compensation peer group, which the Talent and Compensation Committee believed was appropriate.

  89. Structure of our Senior Management Incentive Bonus Plan

    Structure of our Senior Management Incentive Bonus Plan In 2024, and consistent with previous years, the Financial Component comprised 70% of our named executive officers’ total target bonuses and the Leadership Component comprised the remaining 30%. For 2024, the Talent and Compensation Committee tied the Financial Component of the Bonus Plan to the achievement of our 2024 annual operating plan Pre-Bonus Adjusted EBITDA target. We use Pre-Bonus Adjusted EBITDA, which we refer to as Pre-Bonus AEBITDA(1), solely to determine bonuses. Pre-Bonus AEBITDA excludes from Adjusted EBITDA the payment of bonuses, the impact of acquisitions that were not included in the Company’s operating plan, and certain increases to the Company’s legal expense accruals not contemplated by its 2024 annual operating plan. For information on the calculation of Pre-Bonus AEBITDA, and a reconciliation of our 2024 net income to adjusted EBITDA and Pre-Bonus AEBITDA, please see Exhibit A to this proxy statement (page 73). In 2024, the weighting of the performance metrics reflected below was consistent for each of our named executive officers:

  90. Structure of our Senior Management Incentive Bonus Plan

    | Pre-Bonus AEBITDA | Leadership Component | | 70% | 30% |

  91. Structure of our Senior Management Incentive Bonus Plan

    (1) Under no circumstances should Pre-Bonus AEBITDA be used to substitute for any other financial metric and is used by us solely to determine bonus amounts.

  92. Rationale for 2024 Senior Management Incentive Bonus Plan Performance Objectives

    Rationale for 2024 Senior Management Incentive Bonus Plan Performance Objectives In 2024, the Talent and Compensation Committee continued to utilize the Financial and Leadership Components as the annual performance metrics under the Bonus Plan for a variety of reasons, which are described in more detail below. •

  93. Financial Component

    Financial Component • Pre-Bonus AEBITDA (70%): The Talent and Compensation Committee chose Pre-Bonus AEBITDA because adjusted EBITDA is widely accepted among management, the Board, shareholders, and financial analysts as a measurement of our profitability and performance. Adjusted EBITDA is routinely an area of focus during our earnings calls and meetings with investors. Furthermore, the Talent and Compensation Committee believes Pre-Bonus AEBITDA remains an objective measure of management’s performance because it excludes items over which management has less control, such as amortization, interest expense and taxes. • The actual consolidated Pre-Bonus AEBITDA target that the Talent and Compensation Committee established as the basis for paying “target” pay outs under the 2024 Financial Component for each named executive officer represented performance that the Talent and Compensation Committee believed was at or above anticipated performance of those in our market sector. The threshold for a named executive officer to receive a bonus under the Financial Component required achievement of 85% of our 2024 annual operating plan target for Pre-Bonus AEBITDA. Receipt of the target bonus amount for the Pre-Bonus AEBITDA metric required the Company to meet 100% of our 2024 annual operating plan for that metric. • Leadership Component (30%): The Talent and Compensation Committee uses the Leadership Component to focus on the executive’s contribution to achieving our strategic goals that will fuel our financial success and create long-term value. While the specific measures may differ slightly for each named executive officer, we generally measure the Leadership Component based upon our named executive officers’ leadership, personal performance, execution on our strategic and operational initiatives and achievement of other company-identified objectives.

  94. 2024 Payouts Under Senior Management Incentive Bonus Plan

    2024 Payouts Under Senior Management Incentive Bonus Plan Financial Component We have included a table below ($ in thousands) that summarizes how we performed against the target financial performance metric that we utilized when determining the Financial Component portion of our named executive officers’ bonuses for 2024.

  95. 2024 Payouts Under Senior Management Incentive Bonus Plan

    | Metric | 2024 Target | 2024 Results | $ Variance From 2024 Target | % Variance From 2024 Target | | Pre-Bonus AEBITDA | 428,700 | 347,122 | (81,578) | (81) |

  96. 2024 Payouts Under Senior Management Incentive Bonus Plan

    Leadership Component With respect to the Leadership Component, the Talent and Compensation Committee believes our named executive officers demonstrated strong leadership in 2024, helping us to accelerate execution of our long-term strategy. The Talent and Compensation Committee’s evaluation included an analysis of our named executive officers’ performance against targets, which included milestones aligned with advancing AMN Healthcare’s technology, innovation and growth strategy. Specific achievements of the Company under the leadership of our named executive officers in 2024 include: Made significant progress on our market growth strategy with improvements in our overall sales pipeline, MSP net wins, and internal fill rates • Completed the modernization of our core platforms, including automation of our technology platforms, internally and with external partners • Added internal agency and internal float pool functionality • Continued brand integration initiatives through the consolidation of several disparate brands to drive greater brand clarity and recognition and strengthen our market position • Reduced the time to delivery (speed from clients placing an order to order booking) in our travel nurse and allied solutions segment • Cash flow from operations was strong at $320 million in 2024, which allowed us to reduce debt by $250 million during the year • Maintained a strong culture and employee engagement with voluntary turnover of less than 16% Payouts The Company’s 2024 financial performance did not meet the threshold for the Pre-Bonus AEBITDA target. As a result, none of the Company’s named executive officers received a bonus under the Bonus Plan for the Financial Component of the incentive program for the 2024 performance period. The Company and its Talent and Compensation Committee believe that the Bonus Plan is working as intended. The tables below set forth metrics and summary calculations for bonus amounts for Ms. Grace, Mr. Hagan and Ms. Laughlin under the Leadership Component together with the results of the Financial Component, which made up 70% of the total target bonus amount. Mr. Scott joined the Company in November 2024 and was not eligible for the 2024 Bonus Plan. Mr. Knudson left the Company prior to December 31, 2024, so he did not earn an annual cash incentive bonus.

  97. 2024 Payouts Under Senior Management Incentive Bonus Plan

    | Financial Metric (70% Weighting) | Financial Metric Weighting | Threshold | Target | Maximum | Results | Payout | | Pre-Bonus AEBITDA | 70% | $364,400 (85%) | $428,700 (100%) | $493,100 (115%) | $347,122 | 0% |

  98. 2024 Payouts Under Senior Management Incentive Bonus Plan

    | Named Executive Officer | Target Bonus as a Percentage of Base Salary | Weighted Financial Payout as % of Target (70% Weighting) | Leadership Payout as % of Target (30% Weighting) | Payout as a % of Target | Total Bonus Payout | | Cary Grace | 125% | 0% | 117% | 35% | $463,750 | | Mark Hagan | 90% | 0% | 167% | 50% | $247,500 | | Whitney Laughlin(1) | 70% | 0% | 167% | 50% | $147,300 |

  99. 2024 Payouts Under Senior Management Incentive Bonus Plan

    (1) The total bonus amount for Ms. Laughlin is prorated based on the increase in her target bonus as a percentage of base salary from 65% to 70% and the increase in her base salary, both of which occurred in September 2024.

  100. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  101. 2024 Long-Term Incentive Equity Awards

    2024 Long-Term Incentive Equity Awards In 2024, the Talent and Compensation Committee granted equity awards to each named executive officer. The Committee believes these awards serve as a key component of our executive officers’ total compensation package. Consistent with prior years, we used a mix of time-based restricted stock units, which we refer to as RSUs in this CD&A, and PRSUs. All equity awards that we granted to our named executive officers provide for “double trigger” vesting mechanics in the event of a change in control of the Company. In addition, all equity awards that we granted to our named executive officers, other than the Absolute TSR PRSUs and Two-Year RSUs, allow for continued vesting of outstanding equity awards if a grantee terminates his or her employment at any time six (6) months after the grant date of such award, after satisfying certain age (55) and service time (15 years) requirements, which our equity agreements refer to as “retirement eligible.” Ms. Laughlin satisfies the requirements for retirement eligibility under her 2024 equity awards, other than the Absolute TSR PRSUs and Two-Year RSUs. Additionally, in the event a named executive officer leaves the Company for any reason other than for Cause or in the event of a Change in Control, as defined in such award agreements, the equity awards for such named executive officer granted after January 1, 2024 will vest on a pro-rata basis based on a fraction equal to the number of full calendar months that have elapsed from the grant date through and inclusive of the termination date. In the event a named executive officer leaves the Company for any reason other than in the event of a Change in Control, as defined in such agreements, the equity awards for such named executive officer granted before January 1, 2024 will be forfeited, except for Ms. Grace’s awards as discussed below. Each of our named executive officers received PRSU grants in January 2024 with the exception of Mr. Scott, who joined the Company effective November 21, 2024. In October 2024, the Talent and Compensation Committee responded to the challenging industry environment by approving additional awards for Mr. Hagan and Ms. Laughlin made up, respectively of 50% RSUs vesting on the first and second anniversaries of the grant date, and 50% PRSU awards, which will be earned at the end of the performance period on December 31, 2027 based on the Company’s Absolute TSR performance. Ms. Grace and Mr. Knudson did not receive the October Absolute TSR PRSU and RSU awards. Aggregate Grant Date Fair Value for 2024 Annual Awards The chart below reflects the aggregate grant date fair value of each equity award type that we granted to each named executive officer in 2024. • In 2024, we increased our Chief Executive Officer’s 2024 annual award value to position her closer to market levels and increased her outstanding unvested equity awards for retention and to further align her compensation with shareholder outcomes. • The primary driver for the increase in the total annual equity awards in 2024 for Mr. Hagan and Ms. Laughlin were the Absolute TSR PRSUs discussed below. Ms. Laughlin’s increase in 2024 was also attributable to her 2023 annual equity awards being granted prior to being named Chief Legal Officer in August of 2023. Ms. Laughlin also received an award of 1,463 RSUs in connection with her appointment to Chief Legal Officer.

  102. 2024 Long-Term Incentive Equity Awards

    | Named Executive Officer | Intended AGD Fair Value of 2024 TSR PRSU Award(s) ($) | Intended AGD Fair Value of 2024 Adjusted EBITDA Performance PRSU Award ($) | Intended AGD Fair Value of 2024 RSU Award(s) ($) | Intended Total AGD Fair Value of 2024 Awards ($) | | Cary Grace | 2,890,668 | 2,490,194 | 2,490,194 | 7,871,055 | | Brian Scott | 1,196,131 | – | 999,983 | 2,196,114 | | Jeffrey R. Knudson | 812,547 | 699,936 | 699,936 | 2,212,419 | | Mark C. Hagan | 1,513,670 | 524,933 | 1,274,918 | 3,313,521 | | Whitney M. Laughlin | 685,358 | 174,926 | 574,897 | 1,435,182 |

  103. 2024 Long-Term Incentive Equity Awards

    To provide further clarity on our equity compensation practices, the chart below reflects the change in the AGD Fair Value of the 2024 equity awards granted as part of our annual equity awards granted to our named executive officers in January 2024 against the AGD Fair Value of all 2023 equity awards.

  104. 2024 Long-Term Incentive Equity Awards

    | Named Executive Officer | AGD Fair Value of 2023 Equity Awards ($) | AGD Fair Value of 2024 Annual Equity Awards ($) | Variance ($) | % Increase (Decrease) | | Cary Grace | 4,772,195 | 7,871,055 | 3,098,861 | 65% | | Brian Scott(1) | – | 2,196,114 | – | – | | Jeffrey R. Knudson(2) | 2,343,576 | 2,212,419 | (131,157) | (6) | | Mark C. Hagan | 1,355,624 | 1,659,223 | 303,599 | 22% | | Whitney M. Laughlin(3) | 315,807 | 552,937 | 237,130 | 75% | | Total | 8,787,202 | 17,028,291 | | |

  105. 2024 Long-Term Incentive Equity Awards

    (1) Mr. Scott became Chief Financial and Operating Officer effective November 21, 2024. (2) Mr. Knudson departed the Company effective November 8, 2024. (3) Ms. Laughlin became Chief Legal Officer effective August 19, 2023. In addition to the 2024 Annual Equity Awards in the table above, Mr. Hagan and Ms. Laughlin also received equity grants in October of 2024 with AGD Fair Value of $1,654,298 and $882,245, respectively. Annual LTI Grant – TSR PRSUs TSR PRSUs represented approximately 35% of the January 2024 equity grant value that we awarded to Ms. Grace, Mr. Knudson, Mr. Hagan and Ms. Laughlin, and 54% of the total 2024 equity granted value that we awarded to Mr. Scott, based on the AGD Fair Value. Including the Absolute TSR PRSU and Two-Year RSU awards granted in October 2024, for Mr. Hagan and Ms. Laughlin, TSR PRSUs represented 46% and 48% of their total 2024 equity grant value, respectively. Each of our executive officers has historically received a TSR PRSU grant in January that can be earned at the end of an approximately three-year performance period based on our stock performance against two measures: 1. a relative basis, which we refer to as Relative TSR, against a broader market (companies in the Russell 2000 Index at the beginning of the performance period) and 2. an absolute TSR, which we refer to as Absolute TSR. We refer to the determination of our Relative TSR and Absolute TSR collectively as the “TSR Measurement.” The number of TSR PRSUs earned if the Company’s Relative TSR exceeds the 50th percentile but its Absolute TSR is negative is capped at the target number of TSR PRSUs granted. The table below discloses the percentage of the January 2024 target TSR PRSUs that may be earned depending on the actual results of the Company’s TSR Measurement as of December 31, 2026.(1)

  106. 2024 Long-Term Incentive Equity Awards

    | Relative TSR Percentile Rank | % of 2024 TSR PRSUs Earned if Absolute TSR is Negative(2) | % of 2024 TSR PRSUs that are Earned if Absolute TSR is Positive | | <25.0% | 0 | 0 | | 25.0% | 25.00 | 25.00 | | 37.5% | 62.50 | 62.50 | | 50.0% | 100.00 | 100.00 | | 62.5% | 100.00 | 137.50 | | 75.0% | 100.00 | 175.00 |

  107. 2024 Long-Term Incentive Equity Awards

    (1) As set forth in the Grants of Plan-Based Awards Table, the target number of TSR PRSUs that we granted in January 2024 for each named executive officer is as follows: (i) for Ms. Grace, 27,699; (ii) for Mr. Knudson, 7,786; (iii) for Mr. Hagan, 5,839; and (iv) for Ms. Laughlin, 1,946. (2) For each one percentile above the 25th percentile, an additional 3% of the TSR PRSUs will be earned if Absolute TSR is positive, and the maximum payout cannot exceed 175%. If Absolute TSR is negative, for each one percentile above the 25th percentile, an additional 1.5% of the TSR PRSUs will be earned up to the 50th percentile with the maximum payout of 100%. Annual LTI Grant – Adjusted EBITDA Performance PRSUs In 2024, the Talent and Compensation Committee determined it best to dedicate a significant portion of the PRSUs to focus our named executive officers on achieving an adjusted EBITDA performance target of $416 million in 2024 with compound year-over-year adjusted EBITDA performance rate target of 3% for each of the second and third years of the performance period of 2025 and 2026(1) by issuing Adjusted EBITDA Performance PRSUs. For these awards, the number of shares that could ultimately be earned ranges from 0% to 200% of the target number of PRSUs depending on actual adjusted EBITDA performance in 2024 and compound year-over-year adjusted EBITDA performance for each of the second and third years of the performance period of 2025 and 2026. (1) As set forth in the Grants of Plan-Based Awards Table, the target number of Adjusted EBITDA Performance PRSUs that we granted in 2024 for each named executive officer is as follows: (i) for Ms. Grace, 32,315; (ii) for Mr. Knudson, 9,083; (iii) for Mr. Hagan, 6,812; and (iv) for Ms. Laughlin, 2,270. Mr. Scott joined the Company on November 21, 2024 and did not receive any Adjusted EBITDA Performance PRSUs. Annual LTI Grant – Time-Vested RSUs RSUs that we granted in January 2024, and to Mr. Scott in December 2024 (which are described below in “Mr. Scott’s New Hire Awards” and “Q4 2024 LTI Grants”), vest ratably on each of the first three anniversaries of the grant date. Mr. Scott’s New Hire Awards On December 15, 2024, in connection with his appointment as Chief Financial and Operating Officer, Mr. Scott received a one-time equity grant valued at approximately $2 million, comprised of 50% or 37,009 RSUs vesting one-third on each one-year anniversary of the grant date and 50% or a target of 37,009 Absolute TSR PRSUs which will vest on December 31, 2027. Due to the timing of his appointment, Mr. Scott did not receive the same equity mix as our other named executive officers, so PRSUs represented 54% of the AGD Fair Value of the total equity grant value for Mr. Scott in 2024. Mr. Scott’s awards are described in more detail below in “Q4 2024 LTI Grants – Absolute TSR PRSUs.”

  108. October 2024 LTI Grants

    October 2024 LTI Grants In October 2024, in response to (i) the challenging industry and competitive environment, (ii) the importance of retaining these key executives through the business’ multi-year transformation, (iii) our Chief Financial Officer’s departure from the Company, (iv) Mr. Hagan’s role as Chief Information and Digital Officer in launching, enhancing and scaling our technology solutions, (v) Ms. Laughlin’s role increasing to oversee our Human Resources Department through the second half of 2024 while the Company searched for and successfully on-boarded a Chief Human Resources Officer and (vi) the focus on continuing to align our executives’ interests with that of our shareholders, the Talent and Compensation Committee approved the grant of equity awards to Ms. Laughlin and Mr. Hagan comprised of 50% Two-Year RSUs and 50% Absolute TSR grants, which can be earned based on the Company’s absolute TSR over the performance period beginning on October 15, 2024 and ending on December 31, 2027. Q4 2024 LTI – Absolute TSR PRSUs At the end of the performance period, TSR for these awards will be determined using the average closing price of our Common Stock for the 10-day period leading up to the grant date, compared to the average closing price for the six-month period ending on the last day of the performance period, which we refer to as the Absolute TSR for this award. The percentage of the Absolute TSR PRSUs that may be earned will depend on the Compounding Annual TSR Growth Rate of the Company’s Absolute TSR over the approximately 3-year performance period, which we refer to as the “Compounding Annual TSR Growth Rate.” The table to the right discloses the percentage of the October 2024 and December 2024 target Absolute TSR PRSUs that may be earned depending on the actual results of the Company’s Compounding Annual TSR Growth Rate and Total Absolute TSR, as of December 31, 2027. Ms. Laughlin’s and Mr. Hagan’s Absolute TSR PRSUs were granted in October 2024 and can be earned based on the Company’s absolute TSR over the performance period beginning on October 15, 2024 and ending on December 31, 2027. Upon joining the Company in November 2024, Mr. Scott received his Absolute TSR PRSU grant in December 2024, which can also be earned based on the Company’s absolute TSR over the performance period beginning on December 15, 2024 and ending on December 31, 2027. October 2024 LTI – RSUs Two-Year RSUs that we granted to Mr. Hagan and Ms. Laughlin in October 2024 vest ratably on each of the first and second anniversaries of the grant date.

  109. October 2024 LTI Grants

    | 3-Year Compounding Annual TSR Growth Rate | 3-Year Total Absolute TSR(1) | Payout | | 0% | 0% | 0% | | 1% | 3.0% | 10.0% | | 2% | 6.1% | 20.0% | | 3% | 9.3% | 30.0% | | 4% | 12.5% | 40.0% | | 5% | 15.8% | 50.0% | | 6% | 19.1% | 60.0% | | 7% | 22.5% | 70.0% | | 8% | 26.0% | 80.0% | | 9% | 29.5% | 90.0% | | 10% | 33.1% | 100.0% | | 11% | 36.8% | 112.5% | | 12% | 40.5% | 125.0% | | 13% | 44.3% | 137.5% | | 14% | 48.2% | 150.0% | | 15% | 52.1% | 162.5% | | 16% | 56.1% | 175.0% | | 17% | 60.2% | 187.5% | | 18% | 64.3% | 200.0% |

  110. October 2024 LTI Grants

    (1) Linear interpolation will be applied between percentage points. In the event of a Change-In-Control before the end of the performance period, Compounding Annual Growth Rate and Absolute TSR will be revised to reflect the amount of time in the truncated performance period. Ms. Grace’s New Hire and 2023 Awards The RSUs that Ms. Grace received when she joined the Company on November 28, 2022 vest ratably on each of the first three anniversaries of the grant date. In the event of a termination of Ms. Grace’s service by the Company without Cause or by Ms. Grace for Good Reason, (a) the final vesting tranche of her equity grants that she received when she joined the Company on November 28, 2022 (which are scheduled to vest on November 28, 2025) (i) in the form of RSUs valued at $2 million (“Buy-Out Award”) will vest in full, and (ii) in the form of RSUs valued at $1 million (“Sign-On Award”) will vest on a pro-rata basis based on the number of full calendar months elapsed between the grant date and the termination date, (b) her 2023 and 2024 equity awards in the form of RSUs will vest on a pro-rata basis based on the number of full calendar months elapsed between the grant date and the termination date and (c) her 2023 and 2024 equity award in the form of PRSUs will be eligible to vest on a pro-rata basis based on the number of full calendar months elapsed between the beginning of the applicable performance period and the termination date, subject to actual performance as measured at the end of the applicable performance period. “Cause” and “Good Reason” as used in the section are defined below in Termination of Employment and Change in Control Arrangements.

  111. Results of our 2022 Performance Restricted Stock Unit Awards

    Results of our 2022 Performance Restricted Stock Unit Awards In early 2025, the Talent and Compensation Committee performed the TSR Measurement for the 2022 TSR PRSU awards for the period January 1, 2022 through December 31, 2024. The Company’s relative TSR percentile rank compared to the Russell 2000 was 22nd percentile, resulting in 0% of the 2022 TSR PRSUs being earned. The Talent and Compensation Committee also reviewed the Company’s year-over-year adjusted EBITDA performance results approving an accrual of 0% of the target number of PRSUs allocated for the two-year period of 2023 and 2024 under the Company’s 2022 Adjusted EBITDA Performance PRSU awards, and accordingly approved the issuance of 66% of the target number of PRSUs.

  112. Results of our 2022 Performance Restricted Stock Unit Awards

    | Named Executive Officer(1) | Number of 2022 TSR PRSUs Earned | Number of 2022 Adjusted EBITDA Performance PRSUs Earned | | Mark C. Hagan | 0 | 2,664 | | Whitney M. Laughlin | 0 | 264 |

  113. Results of our 2022 Performance Restricted Stock Unit Awards

    (1) Ms. Grace and Mr. Scott were not employed by the Company when it issued the 2022 TSR PRSUs and Adjusted EBITDA Performance PRSUs and therefore did not receive any of these awards. Mr. Knudson forfeited his 2022 TSR PRSUs and Adjusted EBITDA Performance PRSUs upon his separation from service on November 8, 2024.

  114. Bonus Plan

    Bonus Plan Target Bonus In January 2025, the Talent and Compensation Committee reviewed the target bonus level for each named executive officer, which we express as a percent of annual base salary. After careful consideration, the Committee determined not to increase the 2025 bonus target as a percentage of salary for Ms. Grace, Ms. Laughlin and Messrs. Scott and Hagan. Structure After careful consideration of the factors set forth above in the subsection of this CD&A entitled “Principal Components of our Compensation Program – Annual Cash Performance Bonus,” the Talent and Compensation Committee decided to retain for 2025 the bonus structure used in 2024 for named executive officers, with 70% of the bonus earned for achieving 2025 Pre-Bonus AEBITDA target. The target goal for Pre-Bonus AEBITDA is consistent with the target under our 2024 annual operating plan. For Ms. Grace, her 2025 bonus target percentage falls near the 50th percentile among CEOs within our 2025 peer group.

  115. Long-Term Equity Incentives

    Long-Term Equity Incentives The Talent and Compensation Committee continues to believe that aligning its pay for performance philosophy, goals and objectives is the foundation upon which it evaluates its annual long-term incentive award strategy. In 2025, the Committee utilized a combination of (1) TSR PRSUs, (2) Adjusted EBITDA Performance PRSUs and (3) time-vested RSUs, keeping the allocation attributable to performance awards at 65% which was the same as 2024. For our 2025 annual awards, the Committee targeted an allocation of 30% TSR PRSUs, 35% Adjusted EBITDA Performance PRSUs and 35% time-vested RSUs (as a percentage of the estimated AGD Fair Value of all 2025 equity awards). The Committee also utilized the same Absolute TSR PRSUs for Ms. Grace as our other executives received in 2024. Ms. Grace did not receive an Absolute TSR PRSU award in 2024.

  116. Peer Group

    Peer Group Based on its evaluation, the Talent and Compensation Committee decided to add Alight, Inc. and Evolent Health, Inc. to our peer group for 2025. Executive Compensation Disclosure

  117. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation earned or accrued by our named executive officers for the three fiscal years ended December 31, 2024, 2023 and 2022.

  118. Summary Compensation Table

    | Named Executive Officer and Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Cary Grace PEO,(9) President & CEO | 2024 | 1,060,000 | – | 7,871,055(5) | 463,750 | 167,937 | 9,562,742 | | | 2023 | 1,060,000 | – | 4,772,195(6) | 596,250 | 232,035 | 6,660,480 | | | 2022 | 81,538 | 200,000(7) | 2,999,903(8) | – | 23,855 | 3,305,296 | | Brian Scott PFO,(11) CFO & COO | 2024 | 53,308 | – | 2,196,144(10) | – | 4,132 | 2,253,554 | | Mark C. Hagan Chief Information & Digital Officer | 2024 | 550,000 | – | 3,313,521(12) | 247,500 | 84,972 | 4,195,993 | | | 2023 | 550,000 | – | 1,355,624(13) | 222,800 | 174,708 | 2,303,132 | | | 2022 | 524,423 | – | 1,263,328(14) | 946,000 | 171,705 | 2,905,456 | | Whitney M. Laughlin Chief Legal Officer & Corporate Secretary | 2024 | 442,308 | – | 1,435,182(15) | 147,300 | 55,942 | 2,080,732 | | | 2023 | 361,885 | – | 315,807(16) | 105,700 | 31,073 | 814,465 | | Jeffrey R. Knudson Former CFO & Treasurer | 2024 | 557,308 | – | 2,212,419(17) | – | 40,737 | 2,810,464 | | | 2023 | 630,000 | – | 2,343,576(18) | 283,500 | 145,737 | 3,402,813 | | | 2022 | 600,000 | – | 1,515,805(19) | 1,080,000 | 60,048 | 3,255,853 |

  119. Summary Compensation Table

    (1) Salary includes all salary amounts deferred by the named executive officers under the Deferred Compensation Plan. (2) This column reflects the dollar amounts for the years shown of the grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures, of RSUs and PRSUs granted to our named executive officers. For PRSUs, which are subject to performance conditions, we report the grant date fair value based upon the probable outcome of such conditions and that value is consistent with the estimate of aggregate compensation cost to be recognized over the service period as of the grant date. For additional information on the valuation assumptions used in the calculation of these amounts for 2024, refer to notes 1(r) and 11 to the financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 20, 2025, and notes 1(p) and 11 to the financial statements included in our annual reports on Form 10-K for the fiscal years ended December 31, 2023, as filed with the SEC on February 22, 2024, and December 31, 2022, as filed with the SEC on February 22, 2023. (3) This column consists of cash awards paid to our named executive officers pursuant to our Bonus Plan and generally sets forth bonus amounts in the year in which they are earned, although we typically pay them in the following fiscal year. (4) This column consists of compensation received by our named executive officers in 2024 in the form of matching contributions to the Deferred Compensation Plan and 401(k) Plan as follows: (1) $115,938 for Ms. Grace to the Deferred Compensation Plan, (2) $3,392 for Mr. Scott to the 401(k) plan, (3) $54,093 for Mr. Hagan to the Deferred Compensation Plan, (4) $30,962 for Ms. Laughlin to the Deferred Compensation Plan, and (5) $27,720 for Mr. Knudson to the Deferred Compensation Plan. This column also reflects Company-paid life insurance premiums, disability premiums, contributions to health care saving accounts, reimbursements for certain financial and estate planning and personal health and wellness expenses incurred by our named executive officers as follows: (1) $52,000 for Ms. Grace, which includes $27,138 of disability premiums, (2) $740 for Mr. Scott, (3) $30,879 for Mr. Hagan, (4) $24,981 for Ms. Laughlin and (5) $13,017 for Mr. Knudson. (5) 32,315 RSUs with an AGD Fair Value of $2,490,194, 27,699 TSR PRSUs with an AGD Fair Value of $2,890,668 and 32,315 Adjusted EBITDA Performance PRSUs with an AGD Fair Value of $2,490,194 comprise the amount of Ms. Grace’s 2024 stock awards. Assuming the highest level of performance conditions will be achieved for the 27,699 TSR PRSU award and the 32,315 Adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $5,058,642 and $4,980,388, respectively. (6) 14,827 RSUs with an AGD Fair Value of $1,539,932, 12,709 TSR PRSUs with an AGD Fair Value of $1,692,330 and 14,827 Adjusted EBITDA Performance PRSUs with an AGD Fair Value of $1,539,932 comprise the amount of Ms. Grace’s 2023 stock awards. Assuming the highest level of performance conditions will be achieved for the 12,709 TSR PRSU award and the 14,827 Adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $2,961,578 and $3,079,864, respectively. (7) Ms. Grace joined the Company on November 28, 2022, so she was not eligible to receive an annual cash incentive bonus under the 2022 Bonus Plan. The Talent and Compensation Committee took this and other considerations into account at that time and determined it would be more appropriate to offer Ms. Grace a $200,000 sign-on bonus, which was paid on December 16, 2022. 8,164 RSUs with an AGD Fair Value of $999,927 and 16,329 RSUs with an AGD Fair Value of $1,999,976 comprise the amount of Ms. Grace’s 2022 stock awards. For additional information on the valuation assumptions used in the calculation of these amounts, refer to notes 1(p) and 11 to the financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 22, 2023. “PEO” refers to our principal executive officer. (10) 37,009 RSUs with an AGD Fair Value of $999,983, and 37,009 Absolute TSR PRSUs with an AGD Fair Value of $1,196,131 comprise the amount of Mr. Scott’s 2024 stock awards. Assuming the highest level of performance conditions will be achieved for the 37,009 Absolute TSR PRSU award, the AGD Fair Value of such awards would equal $2,392,262. (11) “PFO” refers to our principal financial officer. (12) 6,812 RSUs with an AGD Fair Value of $524,933, 18,661 RSUs with an AGD Fair Value of $749,986, 5,839 TSR PRSUs with an AGD Fair Value of $609,358, the 18,661 Absolute TSR PRSUs with an AGD Fair Value of $904,312, and 6,812 Adjusted EBITDA Performance PRSUs with an AGD Fair Value of $524,933 comprise the amount of Mr. Hagan’s 2024 stock awards. Assuming the highest level of performance conditions will be achieved for the 5,839 TSR PRSU award, 18,661 Absolute TSR PRSUs award, and the 6,812 Adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $1,066,350, $1,808,624, and $1,049,865, respectively. (13) 4,212 RSUs with an AGD Fair Value of $437,458, 3,610 TSR PRSUs with an AGD Fair Value of $480,708 and 4,212 Adjusted EBITDA Performance PRSUs with an AGD Fair Value of $437,458 comprise the amount of Mr. Hagan’s 2023 stock awards. Assuming the highest level of performance conditions will be achieved for the 3,610 TSR PRSU award and the 4,212 Adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $841,238 and $874,917, respectively. (14) 4,038 RSUs with an AGD Fair Value of $437,477, 2,642 TSR PRSUs with an AGD Fair Value of $388,374 and 4,038 Adjusted EBITDA Performance PRSUs with an AGD Fair Value of $437,477 comprise the amount of Mr. Hagan’s 2022 stock awards. Assuming the highest level of performance conditions will be achieved for the 2,642 TSR PRSU award and the 4,038 Adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $679,655 and $874,954, respectively. (15) 2,270 RSUs with an AGD Fair Value of $174,926, 9,952 RSUs with an AGD Fair Value of $399,971, 1,946 TSR PRSUs with an AGD Fair Value of $203,085, 9,952 Absolute TSR PRSUs with an AGD Fair Value of $482,274, and 2,270 Adjusted EBITDA Performance PRSUs with an AGD Fair Value of $174,926 comprise the amount of Ms. Laughlin’s 2024 stock awards. Assuming the highest level of performance conditions will be achieved for the 1,946 TSR PRSU award, the 9,952 Absolute TSR PRSU award, and the 2,270 Adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $355,346, $964,548, and $349,852, respectively. (16) 593 RSUs with an AGD Fair Value of $61,589, 1,463 RSUs with an AGD Fair Value of $124,984, 508 TSR PRSUs with an AGD Fair Value of $67,645 and 593 Adjusted EBITDA Performance PRSUs with an AGD Fair Value of $61,589 comprise the amount of Ms. Laughlin’s 2023 stock awards. Assuming the highest level of performance conditions will be achieved for the 508 TSR PRSU award and the 593 Adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $118,379 and $123,178, respectively. (17) 9,083 RSUs with an AGD Fair Value of $699,936, 7,786 TSR PRSUs with an AGD Fair Value of $812,547 and 9,083 Adjusted EBITDA Performance PRSUs with an AGD Fair Value of $699,936 comprise the amount of Mr. Knudson’s 2024 stock awards. Assuming the highest level of performance conditions will be achieved for the 7,786 TSR PRSU award and the 9,083 Adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $1,421,905 and $1,399,872, respectively. (18)

  120. Summary Compensation Table

    5,728 RSUs with an AGD Fair Value of $594,910, 6,766 RSUs with an AGD Fair Value of $499,940, 4,910 TSR PRSUs with an AGD Fair Value of $653,816 and 5,728 Adjusted EBITDA Performance PRSUs with an AGD Fair Value of $594,910 comprise the amount of Mr. Knudson’s 2023 stock awards. Assuming the highest level of performance conditions will be achieved for the 4,910 TSR PRSU award and the 5,728 Adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $1,144,177 and $1,189,820, respectively. 4,845 RSUs with an AGD Fair Value of $524,907, 3,170 TSR PRSUs with an AGD Fair Value of $465,990 and 4,845 Adjusted EBITDA Performance PRSUs with an AGD Fair Value of $524,907 comprise the amount of Mr. Knudson’s 2022 stock awards. Assuming the highest level of performance conditions will be achieved for the 3,170 TSR PRSU award and the 4,845 Adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $815,483 and $1,049,815, respectively.

  121. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table contains information concerning grants of plan-based awards to our named executive officers under our cash and equity plans during the year ended December 31, 2024.

  122. Grants of Plan-Based Awards

    | Name and Type of Equity | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: # of Shares of Stock or Units | Grant Date Fair Value of Stock Awards ($)(8) | | | | Threshold ($)(2) | Target ($)(3) | Maximum ($)(4) | Threshold (#)(5) | Target (#)(6) | Maximum (#)(7) | | | | Cary Grace | | 331,250 | 1,325,000 | 2,650,000 | | | | | | | TSR PRSU | 1/15/2024 | | | | 6,924 | 27,699 | 48,473 | | 2,890,668 | | Adjusted EBITDA PRSU | 1/15/2024 | | | | 8,078 | 32,315 | 64,630 | | 2,490,194 | | RSU | 1/15/2024 | | | | | | | 32,315(9) | 2,490,194 | | Brian Scott | | – | – | – | | | | | | | Absolute TSR PRSU | 12/15/2024 | | | | 3,700 | 37,009 | 74,018 | | 1,196,131 | | RSU | 12/15/2024 | | | | | | | 37,009(9) | 999,983 | | Mark C. Hagan | | 123,750 | 495,000 | 990,000 | | | | | | | TSR PRSU | 1/15/2024 | | | | 1,459 | 5,839 | 10,218 | | 609,358 | | Adjusted EBITDA PRSU | 1/15/2024 | | | | 1,703 | 6,812 | 13,624 | | 524,933 | | RSU | 1/15/2024 | | | | | | | 6,812(9) | 524,933 | | Absolute TSR PRSU | 10/15/2024 | | | | 1,866 | 18,661 | 37,322 | | 904,312 | | RSU | 10/15/2024 | | | | | | | 18,661(10) | 749,986 | | Whitney M. Laughlin | | 69,063 | 276,250 | 552,500 | | | | | | | TSR PRSU | 1/15/2024 | | | | 486 | 1,946 | 3,405 | | 203,085 | | Adjusted EBITDA PRSU | 1/15/2024 | | | | 567 | 2,270 | 4,540 | | 174,926 | | RSU | 1/15/2024 | | | | | | | 2,270(11) | 174,926 | | Absolute TSR PRSU | 10/15/2024 | | | | 995 | 9,952 | 19,904 | | 482,274 | | RSU | 10/15/2024 | | | | | | | 9,952(10) | 399,971 | | Jeffrey R. Knudson | | 157,500 | 630,000 | 1,260,000 | | | | | | | TSR PRSU | 1/15/2024 | | | | 1,946 | 7,786 | 13,625 | | 812,547 | | Adjusted EBITDA PRSU | 1/15/2024 | | | | 2,270 | 9,083 | 18,166 | | 699,936 | | RSU | 1/15/2024 | | | | | | | 9,083(9) | 699,936 |

  123. Grants of Plan-Based Awards

    (1) The columns comprising the “Estimated Future Payouts Under Equity Incentive Plan Awards” set forth information regarding PRSUs granted to our named executive officers in 2024: (1) TSR PRSUs based on relative and absolute TSR over a three-year period beginning on January 1, 2024 and ending on December 31, 2026, (2) Adjusted EBITDA Performance PRSUs based on our adjusted EBITDA performance over a three year period, and (3) Absolute TSR based on absolute TSR over an approximately three-year period beginning on October 15, 2024 for Ms. Laughlin and Mr. Hagan and December 15, 2024 for Mr. Scott and ending on December 31, 2027. The ultimate number of PRSUs that vest under these awards depends on the results of the TSR Measurement, the Absolute TSR, or our adjusted EBITDA performance, as applicable, over the performance period. The amount set forth in this column represents the minimum amount that a named executive officer would receive under our Bonus Plan if we met our threshold for 2024 Pre-Bonus AEBITDA. For information on the calculation of Pre-Bonus AEBITDA, and a reconciliation of our 2024 net income to adjusted EBITDA and Pre-Bonus AEBITDA, please see Exhibit A to this proxy statement (page 73). We describe the Bonus Plan, including the 2024 metrics utilized for each named executive officer, in our CD&A above. The amount set forth in this column represents the amount that a named executive officer would receive under our Bonus Plan if the named executive officer met the target of each metric upon which his or her bonus is based. (4) The Talent and Compensation Committee set the maximum bonus for 2024 under the Bonus Plan at 200% of the target amount for each named executive officer. The amount set forth in this column represents the amount that a named executive officer would receive under our Bonus Plan if the financial metrics to which he or she is subject exceeded our target by 15% and the individual, in the sole discretion of the Committee, demonstrated superior leadership and made exceptional individual contributions to our success in 2024 such that the Committee awarded him or her 200% bonus for the Leadership Component. (5) For TSR PRSUs awards, the number of shares set forth in this column assumes that under the TSR Measurement, our Relative TSR percentile rank equals at least 25%, which establishes the minimum amount of performance that we must achieve for our named executive officers to earn a portion of the award. We describe Relative TSR in our CD&A above. For Adjusted EBITDA Performance PRSU awards, the number of shares set forth in this column assumes that the Company will achieve annual adjusted EBITDA performance equal to 90% of the Company’s adjusted EBITDA targets. A more detailed discussion of targets and performance metrics applicable to the Adjusted EBITDA Performance PRSUs is found in subsection titled “Adjusted EBITDA Performance PRSUs” in our CD&A above. For Absolute TSR PRSUs awards, the number of shares set forth in this column assumes that our Compounding Annual TSR Growth Rate equals at least 1%, which establishes the minimum amount of performance that we must achieve for our named executive officers to earn a portion of the award. We describe Compounding Annual TSR Growth Rate in our CD&A above. (6) For TSR PRSUs, the number of PRSUs set forth in this column assumes that under the TSR Measurement, our Relative TSR percentile rank equals at least 50%. For Adjusted EBITDA Performance PRSU awards, the number of shares set forth in this column assumes that the Company will achieve annual adjusted EBITDA performance equal to 100% of the Company’s adjusted EBITDA targets. For Absolute TSR PRSU awards, the number of PRSUs set forth in this column assumes that our Compounding Annual TSR Growth Rate equals 10%. (7) The number of TSR PRSUs set forth in this column assumes that under the TSR Measurement each of the following conditions have been satisfied: (1) Relative TSR percentile equals at least 75% and (2) Absolute TSR exceeds zero. For Adjusted EBITDA Performance PRSU awards, the number of shares set forth in this column assumes that the Company will achieve annual adjusted EBITDA performance equal to 120% of the Company’s adjusted EBITDA targets. For Absolute TSR PRSU awards, the number of shares set forth in this column assumes that our Compounding Annual TSR Growth Rate equals at least 18%. (8) This column represents the grant date fair value, calculated in accordance with SEC rules, of each equity award. For TSR PRSUs, which are subject to performance conditions, we report the grant date fair value based upon the probable outcome of such conditions and that value is consistent with the estimate of aggregate compensation cost to be recognized over the service period as of the grant date, excluding the effect of estimated forfeitures. These amounts do not necessarily correspond to the actual value that will be realized by our named executive officers. For additional information on the valuation assumptions used in the calculation of these amounts, refer to notes 1(r) and 11 to the financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 20, 2025. (9) The RSUs underlying this award vest in three tranches on each of the first, second and third anniversaries of the Grant Date and the Grantee’s provision of three periods of credited service, meaning service on a full-time basis for a continuous twelve-month period, as further defined in the named executive officer’s award agreement. (10) The RSUs underlying this award vest in two tranches on each of the first and second anniversaries of the Grant Date and the Grantee’s provision of two periods of credited service, meaning service on a full-time basis for a continuous twelve-month period, as further defined in the named executive officer’s award agreement. The RSUs underlying this award are retirement eligible as of July 15, 2024 and vest in three tranches on each of the first, second and third anniversaries of the Grant Date.

  124. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table represents equity interests held by the named executive officers as of December 31, 2024, which is comprised of RSU and PRSU awards.

  125. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards(1) | | | | | | Name | 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 ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Cary Grace | 11/28/2022(3) | 2,776 | 66,402 | | | | | 11/28/2022(3) | 5,552 | 132,804 | | | | | 1/15/2023(3) | 9,935 | 237,645 | | | | | 1/15/2023(4) | | | 7,413(5) | 177,319 | | | 1/15/2023(6) | | | 3,177(7) | 75,994 | | | 1/15/2024(13) | | | 8,078(5) | 193,226 | | | 1/15/2024(15) | | | 6,924(14) | 165,622 | | | 1/15/2024(3) | 32,315 | 772,975 | | | | Brian Scott | 12/15/2024(3) | 37,009 | 885,255 | | | | | 12/15/2024(15) | | | 55,514(16) | 1,327,883 | | Mark C. Hagan | 1/15/2022(8) | | | 2,665(11) | 63,749 | | | 1/15/2022(9) | | | –(10) | – | | | 1/15/2022(12) | 1,373 | 32,842 | | | | | 1/15/2023(4) | | | 2,106(5) | 100,288 | | | 1/15/2023(6) | | | 902(7) | 85,954 | | | 1/15/2023(3) | 2,823 | 67,526 | | | | | 1/15/2024(13) | | | 1,703(5) | 162,194 | | | 1/15/2024(15) | | | 1,459(14) | 139,027 | | | 1/15/2024(3) | 6,812 | 162,943 | | | | | 10/15/2024(15) | | | 5,598(16) | 133,911 | | | 10/15/2024(3) | 18,661 | 446,371 | | | | Whitney M. Laughlin | 1/15/2022(8) | | | 265(11) | 6,362 | | | 1/15/2022(9) | | | –(10) | – | | | 1/15/2022(12) | 138 | 3,301 | | | | | 6/15/2022(3) | 496 | 11,864 | | | | | 1/15/2023(4) | | | 296(5) | 7,080 | | | 1/15/2023(6) | | | 127(7) | 3,038 | | | 1/15/2023(3) | 398 | 9,520 | | | | | 9/15/2023(3) | 981 | 23,466 | | | | | 1/15/2024(13) | | | 567(5) | 13,563 | | | 1/15/2024(15) | | | 486(14) | 11,625 | | | 1/15/2024(3) | 2,270 | 54,298 | | | | | 10/15/2024(15) | | | 2985(16) | 71,416 | | | 10/15/2024(3) | 9,952 | 238,052 | | |

  126. Outstanding Equity Awards at Fiscal Year End

    (1) These columns consist of RSUs and PRSUs granted under the Equity Plan. The market value of stock awards and the equity incentive plan awards represents (i) the number of shares that had not vested as of December 31, 2024 as set forth in the applicable column, multiplied by (ii) $23.92, the closing price of our Common Stock on December 31, 2024. The RSUs underlying this award vest, or vested, in three tranches on each of the first, second and third anniversaries of the Grant Date and the Grantee’s provision of three periods of credited service. (4) The Adjusted EBITDA Performance PRSUs underlying this award vest on January 15, 2026. The settlement date and the determination of the total amount of shares earned under this award will take place when the Talent and Compensation Committee determines our annual year-over-year adjusted EBITDA performance rate for 2023, and two-year performance for 2024 and 2025, which we believe will occur in February 2026. (5) In accordance with SEC rules, the number of shares reported in this column assumes the threshold performance goal is achieved. The ultimate number of Adjusted EBITDA Performance PRSUs that vest under this award will depend on the results of the adjusted EBITDA performance. (6) The TSR PRSUs underlying this award vest on the date on which the Talent and Compensation Committee performs the TSR Measurement, which shall occur within 30 days after December 31, 2025. We describe the TSR Measurement in detail in the CD&A section above. (7) In accordance with SEC rules, the number of shares reported in this column assumes the threshold performance goal is achieved. 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. Grace, Mr. Hagan and Ms. Laughlin for his or her equity incentive plan award granted on January 15, 2023 is 12,709, 3,610 and 508, 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 up to an amount equal to the product of (i) the target amount for such executive, multiplied by (ii) 1.75. The threshold amount equals 25% of the target amount. If we were to have conducted the TSR Measurement on December 31, 2024, Relative TSR would have measured at the 11th percentile. Based on those results, TSR PRSUs equal to 0% of target would have been earned. 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 threshold performance goal, because our TSR Measurement on December 31, 2024 would have been below the threshold performance of these awards. (8) The Adjusted EBITDA Performance PRSUs underlying this award vested on January 15, 2025 and settled on February 21, 2025 after the Talent and Compensation Committee determined the Company’s 2024 adjusted EBITDA. (9) These PRSUs vested on January 3, 2025. (10) The Talent and Compensation Committee performed the TSR Measurement for this award for the measurement period ended December 31, 2024 on January 3, 2025. Relative TSR measured at the 24th percentile and Absolute TSR was negative. Based on those results, the number of PRSUs set forth in this column for this award, which was 0% of the target amount for this award, vested as of January 3, 2025. (11) Because the number of shares earned under this award was based on the Company’s 2024 adjusted EBITDA, we set forth the number of shares earned. Based on the Company’s adjusted EBITDA in each of the three performance periods consisting of 2022, 2023 and 2024, 66% of the target amount for this award was earned. (12) The RSUs underlying this award vest in three tranches on each of the first, second and third anniversaries of the Grant Date and the Grantee’s provision of three periods of credited service, but are still reflected on this table as unvested because they remained unvested as of December 31, 2024. (13) The Adjusted EBITDA Performance PRSUs underlying this award vest on January 15, 2027. The settlement date and the determination of the total amount of shares earned under this award will take place when the Talent and Compensation Committee determines our annual year-over-year adjusted EBITDA performance rate for 2025 and 2026, which we believe will occur in February 2027. (14) In accordance with SEC rules, the number of shares reported in this column assumes the threshold performance goal is achieved. 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. Grace, Mr. Hagan and Ms. Laughlin for his or her equity incentive plan award granted on January 15, 2024 is 27,699, 5,839, and 1,946, 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 up to an amount equal to the product of (i) the target amount for such executive, multiplied by (ii) 1.75. The threshold amount equals 25% of the target amount. If we were to have conducted the TSR Measurement on December 31, 2024, Relative TSR would have measured at the 7th percentile. Based on those results, TSR PRSUs equal to 0% of target would have been earned. 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 threshold performance goal, because our TSR Measurement on December 31, 2024 would have been below the threshold performance of these awards. (15) The TSR PRSUs underlying this award vest on the date on which the Talent and Compensation Committee determines TSR, which shall occur within 30 days after December 31, 2027. We describe the TSR measurement in detail in the CD&A section above. The ultimate number of Absolute TSR PRSUs that vest under this award depends on the results of the Company’s TSR for the performance period. The target amounts for the equity incentive plan awards granted on December 15, 2024 to Mr. Scott and on October 15, 2024 to Mr. Hagan and Ms. Laughlin is 37,009, 18,661, and 9,952, respectively. For the target amount of TSR PRSUs to be earned, TSR would need to equal 33.1% with a Compounding Annual TSR Growth Rate of 10%. The range of Absolute TSR PRSUs that may be earned by the identified named executive officer under this award is zero up to an amount equal to the product of (i) the target amount for such executive, multiplied by (ii) 2. The threshold amount equals 10% of the target amount. With respect to Mr. Hagan and Ms. Laughlin’s awards, if we were to have determined the Company’s TSR on December 31, 2024 based on the performance period from October 15, 2024 to December 2024, the TSR would have been 7.47%, which exceeds the threshold amount but is lower than the target amount. With respect to Mr. Scott’s award, if we were to have determined the Company’s TSR on December 31, 2024 based on the performance period from December 15, 2024 to December 31, 2024, the TSR would have been 45.37%, which exceeds the target amount. 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 next highest performance level in the event the previous year’s performance has exceeded the threshold, the number of shares reported in this column reflect a payout of (i) 30% of the target number of TSR PRSUs with respect to Mr. Hagan and Ms. Laughlin’s awards; and (ii) 150% of the target number of TSR PRSUs with respect to Mr. Scott’s award.

  127. Option Exercises and Stock Vested

    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 2024, as of December 31, 2024.

  128. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Cary Grace | – | – | 12,975 | 589,480 | | Brian Scott | – | – | – | – | | Mark C. Hagan | – | – | 14,287 | 995,192 | | Whitney M. Laughlin | – | – | 2,167 | 136,209 | | Jeffrey R. Knudson | – | – | 15,671 | 725,721 |

  129. Option Exercises and Stock Vested

    (1) We calculate the “Value Realized on Vesting” by multiplying (i) the gross number of shares acquired on vesting prior to shares being withheld to cover taxes and (ii) the closing price of our Common Stock on the day prior to the applicable vest dates.

  130. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We maintain a Deferred Compensation Plan to provide 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. Our named executive officers are excluded from participating in our 401(k) plan, with the exception of Mr. Scott, who was eligible to participate in 2024 because he did not exceed the compensation threshold for the portion of 2024 during which he was employed. In 2024, we matched 50% of their contribution to the Deferred Compensation Plan up to 6% and 100% of the next 4% contribution. The Deferred Compensation Plan credits deferrals (other than deferrals of RSUs or PRSUs) with earnings or losses based upon the executive’s selection of publicly traded mutual funds, which may change from time to time. 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 2024, the Company set the rate of return at 6.0% 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 seven months after the named executive officer’s separation from service. Executives may also select at the time of deferral to be paid upon separation from service, a change in control or a fixed distribution date, which must be at least two 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 2024 as well as the named executive officers’ aggregate earnings, withdrawals, and balance information.

  131. Nonqualified Deferred Compensation

    | Name | Executive Contribution in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings (Loss) in Last FY ($)(3) | Aggregate Withdrawals or Distributions ($) | Aggregate Balance at FYE ($)(4) | | Cary Grace | 165,625 | 115,938 | 19,484 | – | 488,305 | | Brian Scott | – | – | 226,655 | – | 2,675,460 | | Mark C. Hagan | 430,925 | 54,093 | 809,168 | – | 6,645,622 | | Whitney M. Laughlin | 110,577 | 30,962 | 76,437 | – | 742,675 | | Jeffrey R. Knudson | 56,215 | 27,720 | 67,326 | – | 577,461 |

  132. Nonqualified Deferred Compensation

    The 2024 “Salary” and “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. We include the matching contributions made by us set forth in this column in the 2024 “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 executive 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.

  133. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation of our median employee to the annual total compensation of our CEO, Ms. Grace, for fiscal year 2024. Pursuant to SEC rules, we are permitted to calculate our 2024 CEO pay ratio using the same median employee that we identified in 2023 because we do not believe there have been any changes to our employee population or employee compensation arrangements during 2024 that would have a significant impact on our pay ratio disclosure. Accordingly, we have elected to use the same median employee. We calculated our median employee’s 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 2024, the annual total compensation of our median employee was $83,818, and our CEO’s annual total compensation was $9,562,742, of which $8,334,805 was variable compensation based on the performance of the Company. The resulting ratio of the annual total compensation of our median employee compared to the total annual compensation of our CEO in 2024 was 114:1. 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.

  134. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (each, a “PEO” and, collectively, our “PEOs”) and our Named Executive Officers, other than the PEO (“Non-PEO NEOs”) and Company performance for the five fiscal years listed below. The Talent and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  135. Pay Versus Performance

    | Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to First PEO(1)(2)(3) ($) | Compensation Actually Paid to Second PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Pre-Bonus Adjusted EBITDA(5) ($ Millions) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | – | 9,562,742 | – | 276,661 | 2,830,647 | 554,387 | 38.39 | 126.92 | -188 | 347 | | 2023 | – | 6,660,480 | – | 3,630,680 | 2,044,022 | 623,319 | 120.17 | 124.34 | 211 | 583 | | 2022 | 8,468,824 | 3,305,296 | 7,987,377 | 2,823,763 | 2,904,018 | 3,534,932 | 165.01 | 118.22 | 444 | 847 | | 2021 | 9,472,551 | – | 22,502,459 | – | 2,972,826 | 3,451,653 | 196.32 | 147.19 | 327 | 660 | | 2020 | 6,025,299 | – | 8,091,337 | – | 1,874,937 | 1,760,065 | 109.53 | 133.81 | 71 | 335 |

  136. Pay Versus Performance

    (1) Susan Salka was our PEO in 2020, 2021, and 2022. Cary Grace was our PEO in 2022, 2023, and 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  137. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Brian M. Scott | Brian M. Scott | Jeffrey R. Knudson | Jeffrey R. Knudson | Mark C. Hagan | | Ralph S. Henderson | Christopher S. Schwartz | Mark C. Hagan | Mark C. Hagan | Whitney M. Laughlin | | Mark C. Hagan | Jeffrey R. Knudson | Denise L. Jackson | Denise L. Jackson | Brian M. Scott | | Denise L. Jackson | Mark C. Hagan | | Whitney M. Laughlin | Jeffrey R. Knudson | | | Denise L. Jackson | | | |

  138. Pay Versus Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs during the applicable year. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.

  139. Pay Versus Performance

    | Year | Summary Compensation Table Total for Cary Grace ($) | Exclusion of Stock Awards for Cary Grace ($) | Inclusion of Equity Values for Cary Grace ($) | Compensation Actually Paid to Cary Grace ($) | | 2024 | 9,562,742 | (7,871,055) | (1,414,264) | 276,661 |

  140. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,830,647 | (2,289,309) | 13,049 | 554,387 |

  141. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  142. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Cary Grace ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Cary Grace ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Cary Grace ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Cary Grace ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Cary Grace ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Cary Grace ($) | Total – Inclusion of Equity Values for Cary Grace ($) | | 2024 | 1,246,748 | (2,278,924) | – | (382,088) | – | – | (1,414,264) |

  143. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 843,822 | (277,877) | – | (116,279) | (436,617) | – | 13,049 |

  144. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the S&P Health Care Services Select Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P Health Care Services Select Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined pre-bonus adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. Pre-bonus adjusted EBITDA is a non-GAAP financial measure. More information on the calculation of pre-bonus adjusted EBITDA and a reconciliation of 2024 net income to pre-bonus adjusted EBITDA can be found at Exhibit A to this proxy statement.

  145. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the S&P Health Care Services Select Industry Index.

  146. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the five most recently completed fiscal years.

  147. Relationship Between PEO and Other NEO Compensation Actually Paid and Pre-Bonus Adjusted EBITDA

    Relationship Between PEO and Other NEO Compensation Actually Paid and Pre-Bonus Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our pre-bonus adjusted EBITDA during the five most recently completed fiscal years.

  148. SECTION 13. ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION UNDER SECTION 409A

    SECTION 13. ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION UNDER SECTION 409A If any Stock Option or Stock Appreciation Right under the Plan is unintentionally granted with an exercise price of less than 100 percent of the Fair Market Value of the Stock on the date of grant, or such grant is materially modified and deemed a new grant at a time when the Fair Market Value of the Stock exceeds the exercise price, or any other Award is otherwise determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A Award”), the following additional conditions shall apply and shall supersede any contrary provisions of this Plan or the terms of any agreement relating to such 409A Award. (a) Exercise and Distribution. Except as provided in Section 13(b) hereof, no 409A Award shall be exercisable or distributable earlier than upon one of the following: (i) Specified Time. A specified time or a fixed schedule set forth in the written instrument evidencing the 409A Award. (ii) Separation from Service. Separation from service (within the meaning of Section 409A) by the 409A Award grantee; provided, however, that if the 409A Award grantee is a “specified employee” (as defined in Section 409A(a)(2)(B)(1) of the Code and regulations promulgated thereunder), exercise or distribution under this Section 13(a)(ii) may not be made before the date that is six months after the date of separation from service. (iii) Death. The date of death of the 409A Award grantee. (iv) Disability. The date the 409A Award grantee becomes Disabled (within the meaning of Section 13(c)(ii) hereof). (v) Unforeseeable Emergency. The occurrence of an Unforeseeable Emergency (within the meaning of Section 13(c)(iii) hereof), but only if the net value (after payment of the exercise price) of the number of shares of Stock that become issuable does not exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the exercise, after taking into account the extent to which the emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the grantee’s other assets (to the extent such liquidation would not itself cause severe financial hardship). (vi) Change in Control Event. The occurrence of a Change in Control Event (within the meaning of Section 13(c)(i) hereof), including the Company’s discretionary exercise of the right to accelerate vesting of such grant upon a Change in Control Event or to terminate the Plan or any 409A Award granted hereunder within 12 months of the Change in Control Event; provided that the rules related to a Plan termination upon a Change in Control Event shall also apply. (b) No Acceleration. The payment, settlement or disposition of a 409A Award may not be accelerated prior to the time specified in Section 13(a) hereof, except in the case of one of the following events: (i) Domestic Relations Order. The 409A Award may permit the acceleration of the exercise or distribution time or schedule to an individual other than the grantee as may be necessary to comply with the terms of a domestic relations order (as defined in Section 414(p)(1)(B) of the Code). (ii) Conflicts of Interest. The 409A Award may permit the acceleration of the exercise or distribution time or schedule as may be necessary to comply with the terms of a certificate of divestiture (as defined in Section 1043(b)(2) of the Code). (iii) Change in Control Event. The Administrator may exercise the discretionary right to accelerate the vesting of such 409A Award upon a Change in Control Event or to terminate the Plan or any 409A Award granted thereunder within 12 months of the Change in Control Event and cancel the 409A Award for compensation. (c) Definitions. Solely for purposes of this Section 13 and not for other purposes of the Plan, the following terms shall be defined as set forth below: (i) “Change in Control Event” means the occurrence of a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company (as defined in Section 1.409A-3(i)(5) of the regulations promulgated under Section 409A). (ii) “Disabled” means a grantee who (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company or its Subsidiaries, or (iii) is determined to be totally disabled by the Social Security Administration. (iii) “Unforeseeable Emergency” means a severe financial hardship to the grantee resulting from an illness or accident of the grantee, the grantee’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the grantee, loss of the grantee’s property due to casualty, or similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the grantee. (d) Interpretation of Plan to Comply with Section 409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six-month period immediately following the grantee’s termination of service shall instead be paid on the first payroll date after the six-month anniversary of the grantee’s separation from service (or his or her death, if earlier). Notwithstanding the foregoing, neither the Company nor the Administrator shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any grantee under Section 409A of the Code and neither the Company nor the Administrator will have any liability to any grantee for such tax or penalty. SECTION 14. TRANSFER, LEAVE OF ABSENCE, ETC. For purposes of the Plan, the following events shall not be deemed a termination of employment: (a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; (b) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing, or (c) any other transfer that the Committee in its sole discretion determines is not a termination of employment. Subject to Section 14(b) and (c) above, if the employee’s employer ceases to be the Company or a Subsidiary, the employee shall be deemed to have terminated employment for purposes of the Plan.