DEF 14A of Amn Healthcare Services Inc, Mar 5, 2024

DEF 14A of Amn Healthcare Services Inc

Filed Mar 5, 2024 · FY20230001308179-24-000058

Open on EDGAR

  1. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

  2. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 9 |

  3. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    The summary below highlights certain information that may be found elsewhere in this proxy statement. We encourage you to read the entire proxy statement before casting your vote. Our proxy statement and related materials are first being made available to our shareholders on or about March 5, 2024.

  4. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Proposal 1 | Election of Our Directors | | | | | The Board of Directors recommends a vote “FOR” the election of each of the director nominees. | | See page 15 |

  5. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Directors at a Glance

  6. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 10 | AMN Healthcare | 2024 Proxy Statement |

  7. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Age | Tenure | Diversity | | | | |

  8. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Proposal 2 | Advisory Vote to Approve Named Executive Officer Compensation | | | | | The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. | | See page 56 |

  9. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Our executive compensation program adopts a pay-for-performance philosophy structured to balance near-term results with the Company’s long-term success that enables us to attract, retain and appropriately reward our executive team for delivering shareholder value. The Executive Compensation portion of this proxy statement contains a detailed description of our compensation philosophy and programs, the compensation decisions made under those programs with regard to our named executive officers (“NEOs”) for 2023, and the factors considered by the Talent and Compensation Committee in making those decisions. The Board of Directors recommends shareholder approval of the compensation paid to our NEOs as disclosed in this proxy statement.

  10. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2023 CEO Target Compensation Mix |

  11. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | Base Salary ●Fixed base of cash compensation | | | Annual Cash Incentive Bonus ●One-year performance period, aligned with our strategic priorities ●70% of target values are directly tied to measurable financial measures (known as the “Financial” component) ●30% of target values are directly tied to non-financial factors (known as the “Leadership” component) | | | Equity/Long-Term Incentive ●Three-year performance/vesting period ●Actual payout dependent upon long-term financial and stock performance and retention | | | All Other Compensation |

  12. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 11 |

  13. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Our Total Return vs. Russell 2000

  14. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 3 Year Total Return (%) | 5 Year Total Return (%) | 10 Year Total Return (%) | | | | |

  15. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Pay Aligned with Financial Performance

  16. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | CEO Compensation vs Revenue(1) | CEO Compensation vs Adjusted EBITDA(1) | | | |

  17. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Say-on-Pay Results In 2023, we received 92% of votes in favor of our Say-on-Pay proposal (based on shares voting). Since 2015, our Say-on-Pay results have averaged 95% (based on shares voting), which we believe reflects our pay-for-performance philosophy and level of engagement with our shareholders.

  18. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 12 | AMN Healthcare | 2024 Proxy Statement |

  19. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Proposal 3 | Ratification of the Appointment of Our Independent Registered Public Accounting Firm | | | | | The Board of Directors recommends a vote “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. | | See page 102 |

  20. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    In February 2024, the Audit Committee appointed KPMG LLP (“KPMG”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. KPMG has been retained as the Company’s independent registered public accounting firm continuously since 2001. The Audit Committee is directly involved in the annual review and engagement of KPMG to ensure continuing audit independence, and the Audit Committee and the Board believe that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. See “Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees” on page 103 and “Report of the Audit Committee of the Board of Directors” on page 103. Representatives of KPMG are expected to participate in the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

  21. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Proposal 4 | Approval of a Proposed Amendment and Restatement of Our Certificate of Incorporation to Provide for Officer Exculpation | | | | | The Board of Directors recommends a vote “FOR” the approval of a proposed amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as permitted by Delaware law. | | See page 105 |

  22. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Effective August 1, 2022, the State of Delaware, which is the Company’s state of incorporation, enacted legislation that permits Delaware companies to limit the liability of certain of their officers in limited circumstances. In light of this update, we are proposing to amend and restate the Company’s Amended and Restated Certificate of Incorporation to authorize exculpating certain of the Company’s officers from liability in certain specific circumstances, as permitted by Delaware law. After careful consideration, the Board determined that it is in the best interests of the Company and our shareholders to amend and restate the Company’s Amended and Restated Certificate of Incorporation as described herein.

  23. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 13 |

  24. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Proposal 1 | Election of Our Directors | | | | The Board of Directors recommends a vote FOR the election of each of the director nominees. | |

  25. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Eight directors are to be elected at our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to hold office until our next annual meeting or until their successors are duly elected and qualified, or until the director retires, resigns, is removed or becomes disqualified. In February 2024, one of our directors, Ms. Martha Marsh, informed the Board of her decision not to stand for re-election at the Annual Meeting. As a result of Ms. Marsh’s decision not to stand for re-election, the Board approved a decrease in its size to eight members, effective upon the election of the Company’s directors at the Annual Meeting. The proxy will be voted in accordance with the directions stated on the card, or, if no directions are stated, for election of each of the eight nominees listed below. Upon the recommendation of the Board’s Corporate Governance and Compliance Committee (the “Governance and Compliance Committee”), the Board has nominated for election the eight directors listed below, all of whom are currently serving as directors on our Board. The director nominees for election are willing to be duly elected and to serve. If any such nominee is not a candidate for election at the Annual Meeting, an event that the Board does not anticipate, the proxies may be voted for a substitute nominee(s). The business experience, board service, qualifications and affiliations of our director nominees are set forth below. We believe we have a slate of director nominees that are well-positioned to represent our shareholders and oversee the Company’s strategy, business operations and financial strength. AMN Healthcare Board of Directors The Board represents a range of characteristics, skills and experiences in areas that are relevant to and contribute to the Board’s oversight of the Company’s strategic objectives and to reflect a diversity of personal backgrounds. Diversity of race, ethnicity, gender and age are taken into account in director nominations. We believe a diverse organization, including our Board, leads to innovation and successful outcomes. Below, we include the demographic information for each director nominee and describe the key experiences, qualifications, skills and attributes the director nominee brings to the Board that, for reasons discussed in the chart below, are important to our businesses and strategic objectives. The Board considered these key experiences, qualifications, skills and attributes and the nominees’ other qualifications in determining to recommend that they be nominated for election. Director Nominee Snapshot

  26. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Independent Director Tenure | Age | Gender Diversity | Racial Diversity | Independence | | Average Less than 10 years | Average 65 years | 50% Female | 38% BIPOC | 88% Independent Directors | | | | | | |

  27. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 15 |

  28. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Skills and Experience

  29. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | | | | | | | | | | | Skills, Competency or Attribute | | Caballero | Foletta | Fontenot | Grace | Harris | Jones | Trent- Adams | Wheat | | | Healthcare Industry | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | C-Suite Leadership | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Finance/Audit | ✓ | ✓ | ✓ | ✓ | | | | ✓ | | | Legal/Risk Management | ✓ | ✓ | | ✓ | ✓ | | | ✓ | | | Mergers & Acquisitions | ✓ | | | ✓ | ✓ | | | ✓ | | | Human Capital Management | | | ✓ | ✓ | | | ✓ | | | | Government/Policy Advocacy | | | ✓ | | | | ✓ | | | | Digital/Technology | | | | ✓ | | ✓ | | | | Demographic Background | | | | | | | | | | | Tenure | | 2 | 11 | 4 | 1 | 18 | 5 | 3 | 24 | | Gender | | M | M | F | F | M | F | F | M | | Race/Ethnicity | | | | | | | | | | | African American or Black | | | | | | | ✓ | ✓ | | | Hispanic or Latinx | | ✓ | | | | | | | | | White | | | ✓ | ✓ | ✓ | ✓ | | | ✓ |

  30. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 16 | AMN Healthcare | 2024 Proxy Statement |

  31. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | 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 which 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 and maintain our commitment to diversity, equity and inclusion. | | | | | 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. This digital transformation requires a sophisticated level of technology resources and infrastructure as well as technological expertise, and, accordingly, we believe digital transformation expertise on the Board contributes to our success. | | |

  32. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 17 |

  33. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    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 2024 Annual Meeting.

  34. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | Jorge A. Caballero | 67 Committee: Audit Committee (Financial Expert); Corporate Governance and Compliance Committee (Chair) Director Since: 2021 | Skills & Qualifications: Finance/Audit | Mergers & Acquisitions | Legal/Risk Management |

  35. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 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) | | 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) | | 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. |

  36. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | Mark G. Foletta | 63 Committee: Audit Committee (Financial Expert); Talent and Compensation Committee Director Since: 2012 | Skills & Qualifications: Finance/Audit | Healthcare Industry | C-Suite Leadership | Legal/Risk Management |

  37. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 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 | | 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) | | 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. 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. 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. The Board has determined that Mr. Foletta qualifies as an audit committee financial expert and has appointed him to the Audit Committee. |

  38. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 18 | AMN Healthcare | 2024 Proxy Statement |

  39. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | Teri G. Fontenot | 70 Committee: Audit Committee (Chair) (Financial Expert) Director Since: 2019 | Skills & Qualifications: Finance/Audit | Healthcare Industry | Government/Policy Advocacy | C-Suite Leadership | Human Capital Management |

  40. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 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) | | 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) ●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) and Dynamic Access Therapy (May 2021 – present) both privately held companies ●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 to United Healthcare in February 2023) ●Landauer (a formerly publicly traded company), where she served on its Audit and Governance Committee, until its sale in 2017 ●PELITAS, a privately held company (June 2021 until its sale in 2022) ●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, and the American Hospital Association where she served as Chairperson (2012) | | 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. |

  41. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | Cary Grace | 55 Committee: Executive Committee Director Since: 2022 | Skills & Qualifications: C-Suite Leadership | Mergers & Acquisitions | Digital/Technology | Finance/Audit | Human Capital Management | Legal/Risk Management | Healthcare Industry |

  42. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 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) | | Board Experience ●State Farm Insurance, a mutual company offering auto, home, life and health insurance as well as investment services (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) | | 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 M&A integration team, its Enterprise Client Management function as well as its digitally enabled private health exchanges. While at AON, Ms. Grace also served on its Policy and Governance Team, served on the Operating Committee and was named an executive officer of the corporation. Ms. Grace’s extensive experience in leading initiatives and services 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. Ms. Grace is also a passionate advocate for diversity and inclusion and with deep knowledge of environmental, social and governance (ESG) in business, causes closely tied to the Company’s purpose and values and a key differentiator providing a competitive advantage. |

  43. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 19 |

  44. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | R. Jeffrey Harris | 69 Committee: Corporate Governance and Compliance Committee; Talent and Compensation Committee; Executive Committee Director Since: 2005 | Skills & Qualifications: Legal/Risk Management | Mergers & Acquisitions | Healthcare Industry | C-Suite Leadership |

  45. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 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) | | 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 – 2021) | | 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. |

  46. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | Daphne E. Jones | 66 Committee: Audit Committee; Corporate Governance and Compliance Committee Director Since: 2018 | Skills & Qualifications: Digital/Technology | Healthcare Industry | C-Suite Leadership |

  47. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 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) | | Board Experience ●Masonite International Corp., a publicly traded global designer, manufacturer, and distributor of internal and external doors for the construction and renovation industry, where she serves as a member of the Corporate Governance and Nominating Committee (February 2018 – present) ●Barnes Group Inc., a publicly traded industrial products and aerospace company, where she serves on the Audit Committee (September 2019 – present) ●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) | | 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. |

  48. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 20 | AMN Healthcare | 2024 Proxy Statement |

  49. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | Sylvia Trent-Adams | 58 Committee: Talent and Compensation Committee; Corporate Governance and Compliance Committee Director Since: 2020 | Skills & Qualifications: Healthcare Industry | Government/Policy Advocacy | C-Suite Leadership | Human Capital Management |

  50. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Qualification Highlights ●President, University of North Texas Health Science Center at Fort Worth (September 2022 – present) ●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) | | 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) | | Dr. Trent-Adams is an active C-Suite healthcare leader and provides the Board with valuable insights as the Company continues to evolve to serve the more diverse needs of our clients 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. |

  51. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | Douglas D. Wheat | 73 Board Chair Committee: Executive Committee (Chair) Director Since: 1999 | Skills & Qualifications: Legal/Risk Management | Mergers & Acquisitions | Finance/Audit |

  52. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Qualification Highlights ●Managing Partner of Wheat Investments, a private investment firm (2015 – present) ●Founding and Managing Partner of Southlake Equity Group (2007 – 2015) ●President of Haas Wheat & Partners (1992 – 2006) ●Founding member of the merchant banking group Donaldson, Lufkin & Jenrette specializing in leveraged buyout financing ●Practiced corporate and securities law in Dallas, Texas (1974 – 1984) | | Board Experience ●Overseas Shipholding Group, a publicly traded ocean transportation services company, where he serves as Chairman (2014 – present) ●International Seaways, Inc., a publicly traded oil and gas tanker company, where he serves as Chairman (2016 – present) ●Former member of the Board of Directors of several other companies including Dex Media, Inc. (Vice Chairman), SuperMedia, prior to its merger with Dex One (Chairman), Playtex Products (Chairman), Dr. Pepper/Seven-Up Companies, Inc., Dr. Pepper Bottling of the Southwest, Inc., Walls Industries, Inc., Alliance Imaging, Inc., Thermadyne Industries, Inc., Sybron International Corporation, Nebraska Book Corporation, ALC Communications Corporation, Mother’s Cookies, Inc., and Stella Cheese Company | | Mr. Wheat brings to the Board significant healthcare staffing industry knowledge as well as extensive expertise in corporate finance and mergers and acquisitions, all of which are critical to the successful design and implementation of our growth strategy. Additionally, Mr. Wheat has significant experience serving the Company under different operating environments, management teams and financial market cycles strengthening the Board’s collective knowledge, perspective, and capabilities to guide the Company through both anticipated and unexpected environments. |

  53. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 21 |

  54. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | Martha H. Marsh | RETIRING DIRECTOR |

  55. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Ms. Marsh will be retiring from the Board effective upon the conclusion of the Annual Meeting. AMN Healthcare and its Board would like to recognize and thank Ms. Marsh for her dedicated and tenured service to the Company and the Board. | | During Ms. Marsh’s 13 years of service on the Board, she has offered tremendous experience and understanding of the challenges and opportunities of large healthcare facilities through her more than 40 years of experience in the healthcare industry. Ms. Marsh has also provided immeasurable leadership and guidance as Chair of the Talent and Compensation Committee for 11 years. The Company and the Board thank Ms. Marsh for her dedicated services and wish her the best in her future endeavors. |

  56. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 22 | AMN Healthcare | 2024 Proxy Statement |

  57. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Board Effectiveness

  58. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 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 requisite skills, expertise, experience and diversity characteristics to effectively oversee risks and guide the Company’s strategy. | 01 | 02 | 03 | 04 | | | Director Nomination Process | Onboarding and Education | Board and Committee Self-Evaluation Process | Refreshment |

  59. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

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

  60. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Evaluation of Board Composition Our Governance and Compliance Committee understands the vital role that a strong board composition with a diverse set of skills and continuous refreshment plays in effective oversight. The Governance and Compliance Committee values maintaining a diverse board to effectively manage complex corporate issues by leveraging different experiences to support the Company’s long-term objectives and business strategy. With this purpose in mind, our Governance and Compliance Committee seeks out candidates with skills, experiences, and characteristics, including individuals representing historically underrepresented groups, that when working collectively will fulfill its oversight responsibilities and continue to guide the Company into the future. As part of the Board’s ongoing refreshment strategy and director candidate identification and nomination processes, the Governance and Compliance Committee actively and continuously evaluates its collective composition to identify and prioritize director characteristics, skills, and experiences prior to nominating a new director candidate to the Board for review, approval and appointment. Below is an illustration of the Governance and Compliance Committee’s regular Board refreshment and director candidate identification process. When assessing and prioritizing desired characteristics, skills and backgrounds, the Governance and Compliance Committee considers, among other things, the Board’s current skill set and tenure, the Company’s long-term strategic plan and objectives, shareholder discussions, current and past board service, commitment to corporate social responsibility and director feedback provided in connection with the Board’s annual evaluation process. The Governance and Compliance Committee then establishes a diverse pool of potential director candidates who possess the desired characteristics, skills, and experiences; the director candidate slates are identified from various databases and sources, including recommendations from shareholders, management and directors, consultants, and industry experts. When considering candidates for the Board, the Governance and Compliance Committee takes steps to ensure that the pool of candidates includes candidates from historically underrepresented groups. The Governance and Compliance Committee may also engage a third party to conduct or assist with the search or evaluation.

  61. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 23 |

  62. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Shareholder Recommendations and Nominations The Governance and Compliance Committee considers shareholder recommendations of qualified director candidates when such recommendations are submitted in writing to the Company’s Corporate Secretary at 2999 Olympus Blvd., Suite 500, Dallas, Texas 75019 Attn: Whitney M. Laughlin, Chief Legal Officer and Corporate Secretary. When evaluating any such shareholder recommendations, the Governance and Compliance Committee uses the evaluation methodology that is described in the “Evaluation of Board Composition” above. To have a director nominee considered for election at our 2025 Annual Meeting of Shareholders, a shareholder must submit the nomination in writing to the attention of our Corporate Secretary and also satisfy the requirements set forth in our Bylaws regarding shareholder director nominees no later than January 19, 2025 and no sooner than December 20, 2024, assuming the date of the 2025 Annual Meeting of Shareholders does not change by more than 30 days from the first anniversary of the prior year’s annual meeting. To have a director nominee included in our 2025 proxy statement for election, a shareholder must submit the nomination in writing to the attention of our Corporate Secretary and also satisfy the requirements set forth in the “proxy access” provisions of our Bylaws no earlier than October 6, 2024 and no later than November 5, 2024. In addition, a shareholder who intends to solicit proxies in support of director nominees submitted under the advance notice provisions of our Bylaws must provide the notice required under Rule 14a-19 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to our Corporate Secretary no later than February 18, 2025. The Company received no recommendations for director nominees or director nominations from any shareholder for election to be held at the Annual Meeting. Director Independence The Board has determined that director nominees Jorge A. Caballero, Mark G. Foletta, Teri G. Fontenot, R. Jeffrey Harris, Sylvia Trent-Adams, Daphne E. Jones, and Douglas D. Wheat all meet our categorical standards for director independence described in our Corporate Governance Guidelines and the applicable rules and regulations of the New York Stock Exchange (“NYSE”) regarding director independence. Our CEO is the only member of our Board whom the Board has not deemed independent. When making director independence determinations, the Board considered business relationships between LHC Group, Inc. and Orlando Health, Inc. Orlando Health, Inc. is a client of the Company and LHC Group, Inc. was a client of the Company during the first two quarters of 2023. Ms. Fontenot serves as an independent director of Orlando Health, Inc., and served as an independent director of LHC Group, Inc. from 2019 until its sale to United Healthcare in February 2023. We discuss these relationships in more detail in the “Certain Transactions” section below. The Board considered the nature of these related party relationships and the annual amount of payments we receive from each LHC Group, Inc. and Orlando Health, Inc. The Board determined that neither relationship precluded the Board from making an independence determination for Ms. Fontenot and that the related party relationships fell within our standards of independence.

  63. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Director Independence |

  64. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 24 | AMN Healthcare | 2024 Proxy Statement |

  65. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 02 | Onboarding and Continuing Education |

  66. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Our director onboarding process is designed to provide new directors with information, context, and perspectives that enables new directors to effectively contribute to the Board’s work. During the initial months after joining the Board, new directors have individual meetings with each of our current directors, including specific committee-focused meetings with the chair of each committee. New directors are also invited to attend all committee meetings to assist in their development. Each new director is also assigned an experienced AMN Healthcare board member to share feedback, provide perspective on boardroom activities and dynamics, help with meeting preparation, and act as a resource between meetings. In addition to providing new directors with a library of resources that includes governance, finance and core background documents, key business executives and functional leaders from across the organization meet with new directors to increase their understanding of our businesses, operations, culture and values. Throughout their tenure, directors participate in informal meetings with other directors and senior leaders of the Company to share ideas, build stronger working relationships, gain broader perspective and strengthen their working knowledge of our business, strategy, performance and culture. We encourage and facilitate director participation in continuing education programs and each director is provided membership in the National Association of Corporate Directors as well as subscriptions to other governance publications and resources. Directors are also encouraged to attend director education programs at Company expense, provided that such expenses are pre-approved by the Chief Legal Officer.

  67. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 03 | Board and Committee Self-Evaluation Process |

  68. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    In line with our value of continuous improvement, each director conducts an evaluation of the performance of the Board and each committee for which they serve on an annual basis. Additionally, on a biennial basis, the Chair of our Governance and Compliance Committee conducts individual conversations with each director. Each step of the Board’s annual evaluation process is further illustrated below.

  69. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 25 |

  70. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 04 | Refreshment | | | Board Refreshment and Board Tenure Policy |

  71. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Board Refreshment We prioritize effective and aligned Board composition, supplemented by a thoughtful approach to refreshment. It is essential to have a qualified group of directors with an appropriate mix of skills, experience and attributes to oversee our strategic objectives. The Governance and Compliance Committee continuously reviews the Board’s composition, taking into consideration the characteristics of the existing directors, both individually and as a group. Ongoing strategic board succession planning, led by the Governance and Compliance Committee, ensures that the Board continues to maintain an appropriate mix of objectivity, skills and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our longer-tenured directors. Currently, over 60% of our director nominees served less than six (6) years, and our director nominees have an aggregate tenure of less than ten (10) years. Each of the five (5) directors that we have added to the Board over the past six (6) years have brought additional skills and perspectives to the Board and strengthened the Board’s ability to support and oversee the Company’s long-term strategic objectives. These five (5) directors all represent gender, race and ethnicities that have been historically underrepresented on boards.

  72. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | Daphne E. Jones | | Teri G. Fontenot | | Sylvia Trent-Adams | | Jorge A. Caballero | | Cary Grace | | – Experience with strategic, entrepreneurial, and global use technologies in the healthcare sector. | | – Experience in healthcare leadership, corporate finance, economic policy and healthcare. | | – Experience in directing and coordinating major federal health programs, as well as strategic planning and leadership of a healthcare institution. | | – Accomplished global executive with extensive experience in audit, financial, risk management and mergers and acquisitions. | | – A proven executive with large organizations with significant experience developing and executing profitable growth strategies. | |

  73. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Board Tenure Policy Our Board’s 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.

  74. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 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 Board tenure for independent board directors of less than ten (10) years. |

  75. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    The average aggregate tenure for our Board’s independent director nominees is less than ten (10) years.

  76. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 26 | AMN Healthcare | 2024 Proxy Statement |

  77. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Our Corporate Governance Program Key Corporate Governance Practices

  78. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Practice | Description | | Proxy Access | Our Bylaws contain meaningful proxy access features that are consistent with market practice and were developed through shareholder conversations. | | Majority Voting in Uncontested Elections | Director nominees must receive the affirmative vote of a majority of the votes cast in order to be elected to the Board in uncontested elections. | | Board Diversity / “Rooney Rule” | Our Board has committed that when considering candidates to fill an open seat on the Board, the pool of candidates from which Board nominees are chosen includes candidates from historically underrepresented communities. | | Director Resignation Policy | Our Director Resignation Policy requires incumbent directors to tender their resignation if they receive more votes “Against” their election than votes “For” their election in an uncontested election. | | Board Aggregate Tenure Policy | Our Board has committed that it will maintain an average tenure for independent board directors of less than (10) years. The average aggregate tenure for our Board’s independent director nominees is less than ten (10) years. | | No “Poison Pill” | We do not have a shareholder rights plan or “poison pill” and no shareholder rights plan shall be adopted unless it is approved by a majority of the independent directors of the Board. | | Annual Election of Directors | All directors must be nominated and re-elected each year. | | Shareholder Engagement Program | We engage in a formal outreach program to gain valuable insight from our shareholders on corporate governance matters that are most important to them. To consistently act in the best long-term interests of our shareholders, we continuously evaluate and act on shareholder feedback when appropriate. | | Stock Ownership Guidelines | We require senior executives and non-employee directors to maintain significant holdings of our common stock to promote alignment with the interests of our shareholders. | | Code of Ethics | We have established a code of ethics that applies to our Senior Financial Officers to ensure adherence to best practices and advancement of the values-based culture we strive to maintain. |

  79. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Shareholder Engagement Accountability to AMN Healthcare shareholders is an essential component of our success, which is why we engage with our shareholders in a variety of ways throughout the year to discuss and obtain feedback on a range of important topics. Management will engage with shareholders to solicit their views on corporate governance, industry leadership, human capital management, corporate social responsibility and diversity, equity, and inclusion. In addition, our Investor Relations team also meets regularly with shareholders, prospective investors, and investment analysts to discuss company performance, strategy, and sustainable growth. Year-Round Engagement Our outreach efforts have evolved into a robust program with a customized approach to each shareholder and the topics and initiatives that are most important to them. We believe this results in more meaningful dialogue on relevant topics, builds stronger relationships with our shareholders and ultimately a more successful company. With this customized strategy in place, we conduct a formal outreach in the fall of each year. Our year-round initiatives also include outreach efforts through attendance at investor conferences and ad hoc meetings on a regular basis with institutional investors ranging from large institutions to smaller and mid-size firms. We look forward to the opportunity to connect with our shareholders and find these engagements to be enlightening and productive. Each shareholder we met with expressed appreciation for our interest in their views, and we certainly appreciated their time and insight. In 2022, we conducted an ESG assessment through engagement with key internal and external constituencies, including our shareholders, that identified and prioritized environmental, social and governance issues likely to have meaningful long-term impact on our Company. Among the top issues identified by investor respondents as internal and external priorities are healthcare professional pipeline, recruitment, retention and engagement, workplace health and safety, and diversity, equity and inclusion of our healthcare professionals and corporate team members.

  80. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 27 |

  81. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    2023 Engagement

  82. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | KEY TOPICS DISCUSSED | HOW WE ENGAGED(1) | HOW WE RESPONDED | | ●Strategy and Culture ●Human Capital Management ●Healthcare Professional Shortage ●DEI and Pay Equity | ●Our Chief Executive Officer, Chief Financial Officer and other senior executives presented at 8 investor conferences throughout 2023 ●We sent letters to our largest shareholders representing approximately 66% of our outstanding shares ●We met with shareholders representing approximately 13% of our outstanding stock on corporate governance matters in 2023 and the first quarter of 2024 | ●Responded to CDP Climate Change Survey ●Developed Science-based targets for Scope 1, 2, 3 GHGe ●Published third annual Impact Report in March 2024 ●Continued investments in human capital management infrastructure ●Continued financial support to organizations focused on diversity, equity and inclusion efforts, mental health, and wellbeing ●Continued healthcare professional pipeline development in partnership with clients and universities |

  83. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | (1) Reflects estimated ownership based most recently reported Schedule 13 or other information available to us. |

  84. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Although the focus of each of our shareholders may differ, AMN Healthcare’s purpose, long-term strategy, commitment to elimination of equity barriers, pay for performance approach to executive compensation and emphasis on corporate governance and social responsibility were well received. Communications with the Board of Directors The Board has established the following procedure for shareholders and other interested parties to communicate with members of the Board, its Chair or the independent directors as a group. All such communications should be addressed to the attention of our Corporate Secretary at our offices located at 2999 Olympus Blvd., Suite 500, Dallas, Texas 75019. The Corporate Secretary opens and reviews all written communications to the Board, one of its Committees or specific director(s) and promptly forwards to the Chair of the Board and/or the appropriate Committee Chairperson. The Corporate Secretary will also periodically provide the Chair of the Board, the Committee Chairperson, and the Company’s Chief Executive Officer (if appropriate) with a summary of all such communications and any actions taken if not previously forwarded.

  85. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 28 | AMN Healthcare | 2024 Proxy Statement |

  86. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Board Oversight Strategy Oversight Our Board oversees the strategic direction of the Company, including the formation and implementation of the Company’s strategic initiatives and the Company’s annual operating plan. The Board receives updates on the Company’s overall strategic direction throughout the year from executive management, including updates on performance against targets and execution of initiatives, which forms the foundation for a dialogue of risks and opportunities facing the Company. Enterprise Risk Oversight Purposeful and calculated risk taking is important for us to be competitive and to achieve our long-term goals. Our enterprise risk governance framework reflects a collaborative process where the Board, executive management and other team members apply a disciplined approach to our strategic planning and operational decisions that is designed to balance the opportunities and threats to our business. The Board is responsible for overseeing our enterprise-wide risk management program. In conjunction with this responsibility, the Board addresses our key risks, risk capacity and risk appetite levels that provide the foundation for our overall business strategy and annual goals. The Board believes that overseeing processes for assessing and managing the various risks we face is important to value creation and value preservation for our shareholders. As a result, the Board meets with executive management to oversee the Company’s enterprise risk governance framework and discuss how the Company’s identified key risks impact its long-term strategies and operational execution.

  87. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | FULL BOARD ●Oversees enterprise-wide risk management program ●Addresses key risks, risk capacity and risk appetite levels that provide the foundation for overall business strategy and annual goals ●Meets with executive management to oversee the Company’s enterprise risk governance framework and discuss how the Company’s identified key risks impact its long-term strategies and operational execution (including an annual review of the Enterprise Risk Management Program and Crisis Management Plan) |

  88. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE: ●Ethics and Compliance Program ●Clinical Quality Program ●ESG Program | AUDIT COMMITTEE: ●Accounting, auditing and financial Controls and Disclosure ●Technology related risks, including significant cybersecurity risks ●Enterprise Risk Management process | TALENT AND COMPENSATION COMMITTEE: ●Compensation Program ●Human Capital Management |

  89. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    The responsibilities of each of the Board’s standing committees are designed to focus attention on risk areas implicated by its area of expertise, and each committee reports regularly to the Board on its identification and assessment of such risks. For more detail on the specific oversight and responsibilities of each Committee, see pages 45 – 50.

  90. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 29 |

  91. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Annual Strategic Planning Process As part of our annual strategic planning process, Executive Management and the Board identify the key risks that jeopardize achievement of our strategic plan. Executive Management and the Board discuss our risk tolerance in light of our (i) existing risk capacity, (ii) appetite, if any, to take on additional risk or lessen our risk, (iii) risk velocity and (iv) mitigation factors. The Board’s determination of our key risks and our tolerance for each ultimately influences how we operate our business, including how we allocate resources and make strategic and operational decisions. We also have designed and maintain internal processes and an internal control environment that further facilitates the identification and management of risks, including response readiness processes, such as planning, disaster recovery and business continuity. Information Security, Cybersecurity and Data Privacy Maintaining the privacy and security of the information we create and receive about the Company, our employees, clients, vendors and others is a component of the Company’s enterprise risk management program. We have systems in place to safely receive and store that information and to detect, contain and respond to data security incidents. While everyone at AMN Healthcare plays a part in information security and data privacy, oversight responsibility is shared by the Board, its committees and management.

  92. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Responsible Party | Oversight area | | Board | Oversight of these topics within AMN Healthcare’s enterprise risks | | Audit Committee | Primary oversight responsibility for information security and cybersecurity, including internal controls designed to mitigate risks related to these topics | | Corporate Governance and Compliance Committee | Primary oversight responsibility for data privacy, including legal and regulatory compliance | | Management | Our Chief Information and Digital Officer, Chief Legal Officer and senior members of our information security, risk management and privacy compliance teams are responsible for identifying and managing risks related to these topics and promptly reporting to the respective committee and/or full Board |

  93. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Our program and practices in these areas include the following:

  94. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | ● | Frequent Board and Committee Education. Management provides regular updates to the Board, Audit Committee and/ or Governance and Compliance Committee on these topics throughout the year and, at least annually, an information security program review is presented to the full board. In addition, the directors attend educational sessions offered through third party services. | | ● | Systems and Processes. We use a combination of industry-leading tools and technologies to protect AMN Healthcare and the personal information we maintain and operate a proactive threat intelligence program to identify and assess risk. | | ● | Understanding Evolving Threats. Our information security team works to understand evolving threats and industry trends. | | ● | Collaboration With Organizations Across All Industries. We share information and collaborate with organizations across different industries to fight cybercrime and advance capabilities in these areas. | | ● | Tabletop Exercises Involving The Board and Management. We engage in tabletop exercises to simulate real-life cybersecurity and data privacy threats to provide our Board and/or management team with the opportunity to practice crisis response and implement policies and processes. | | ● | Operations Based on Best Practices. We have adopted the National Institute of Standards and Technology (NIST) Cybersecurity Framework to better understand, manage, and reduce our cybersecurity risk and protect our networks and data. | | ● | Data Privacy Program. We have invested in resources and technology to meet the evolving data privacy regulatory requirements. | | ● | Regular Training and Compliance Activities For Our Team Members. Our team members receive annual training to understand the behaviors necessary to protect company and personal information and receive training on privacy laws and requirements. We also offer ongoing practice and education for team members to recognize and report suspicious activity, including phishing campaigns. |

  95. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 30 | AMN Healthcare | 2024 Proxy Statement |

  96. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | ● | Use of Third Parties. Beyond our in-house capabilities we engage with security and technology vendors to assess our program and test our technical capabilities. | | ● | Risk Transfer. We maintain insurance coverage to limit our exposure to certain events, including network security matters. |

  97. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    We continuously assess the risks and changes in the cyber environment and dynamically adjust our program and investments as appropriate. The Company has experienced cyber threats resulting in immaterial cyber incidents and expects cyber threats to continue with varying levels of sophistication. The Audit Committee receives regular, and at least quarterly reports, on any notable incidents that may have occurred during the quarter and oversees any disclosure obligations that may arise from any such breach. Executive Performance, Talent Management and Succession Planning Oversight The Talent and Compensation Committee of the Board reviews the CEO’s performance annually in connection with its review of executive officer compensation. Additionally, the Committee evaluates and determines the compensation of the senior executives who report directly to her. In accordance with our Corporate Governance Guidelines, succession planning is considered at least annually by the Board, with such discussion guided by a report provided by the Governance and Compliance Committee. These discussions consider recommendations, evaluations and development plans for potential successors and occur with and without the CEO present.

  98. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 31 |

  99. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Sustainability and Social Impact Our Journey and Accolades Our ESG Pillars Our ESG strategy focuses on four priority areas where we see the most meaningful opportunities to drive measurable impact on our business, within our industry and in society: (1) Corporate Governance, (2) Health & Wellness, (3) Diversity, Equity and Inclusion (“DEI”), and (4) Sustainability.

  100. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | | Foundational Corporate Governance | | | | Responsible Governance to Deliver Long-Term Shareholder Value | | | | Pillar 1 Health and Wellness Advancing Health & Wellness for our Team Members, Healthcare Professionals and our Communities | | Pillar 2 Diversity, Equity and Inclusion Driving Diversity, Equity and Inclusion at our Company and Throughout our Value Chain and Industry | Pillar 3 Sustainability Catalyzing a Sustainable & Regenerative Future |

  101. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 32 | AMN Healthcare | 2024 Proxy Statement |

  102. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Our Accolades

  103. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | | | | Newsweek America’s Most Responsible Companies 2020–2024 | Forbes America’s Best Employers for Women 2023 | Newsweek America’s Greatest Workplaces for Diversity 2024 | | | | | | Human Rights Campaign Corporate Equality Index 2018–2024 | ISS 2023 Governance QualityScore of 1 | Bloomberg Gender Equality Index 2018–2023 |

  104. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Our Strategic Approach to Sustainability and Social Impact Our ESG strategy is designed to solidify our business resilience and is premised on the core belief that achieving measurable results in important ESG initiatives provides us with a competitive advantage by improving stakeholder engagement, supporting talent acquisition and retention, and driving innovation and cost savings, ultimately positioning AMN Healthcare as the employer and strategic partner of choice. As the leader in healthcare total talent solutions, we are uniquely positioned to drive innovation and improvements in health equity and patient outcomes, and to serve as a catalyst in partnership with our stakeholders to advance social change and to meet the demands of a more sustainable future. As always, we are guided by our core values of customer focus, passion, trust, respect, continuous improvement, and innovation.

  105. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | | GOALS | PROGRESS IN 2023 | | | 1.Strong ethics, human rights, data privacy and cybersecurity 2.Comprehensive reporting of financial performance and social & environmental impact 3.Board diversity reflects value chain 4.Political advocacy aligns with our values and ESG goals | TRANSPARENCY AND DISCLOSURE ●Submitted Inaugural CDP Questionnaire ●Received ETHISPHERE Compliance Leader Verification DIRECTOR EDUCATION ●Continued focus on Board cyber education ●Amended Corporate Governance Guidelines to expressly permit reimbursement of ongoing education BOARD DIVERSITY ●Maintained award-winning diversity composition |

  106. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 2024 Proxy Statement | AMN Healthcare | 33 |

  107. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    Oversight

  108. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | Our Board sets the tone for our Company’s commitment to our values, ethics, compliance, DEI and other ESG initiatives. The Corporate Governance and Compliance Committee has responsibility for the integration of our ESG strategy into our business and exercises active oversight of the execution of our ESG initiatives. The Corporate Governance and Compliance Committee periodically reviews, assesses, reports and provides guidance to the Board regarding the Company’s ESG program and related policies. With respect to diversity, equity and inclusion initiatives, our Board, the Talent and Compensation Committee, CEO, Executive Management Team and our Human Resources Department play integral roles in overseeing critical strategic initiatives relating to employee wellness, diversity progress and overall human capital management initiatives. To help support our strategy, we have a dedicated team of cross-functional professionals, who ultimately report to our Chief Legal Officer, who are responsible for operationalizing our multi-pronged ESG strategy, communicating our performance, metrics and commitments through our annual report covering sustainability and social impact, and collaborating with various stakeholders across the organization to ensure our operations are aligned with our ESG goals and priorities. |

  109. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | AMN Healthcare Board of Directors Oversees ESG and Enterprise Risk Management Strategies | | | | Corporate Governance & Compliance Committee Focuses on identifying critical risks and assessing mitigation strategies, and regularly reviews updates on ESG disclosure frameworks and reporting, initiatives, and policies from management. This Committee also: ●Periodically evaluates the Code of Conduct and the Governance Guidelines ●Oversees the Company’s ethics and compliance programs, including the Company’s healthcare, employment and privacy regulatory compliance and risk oversight with respect to the credentialing of healthcare professionals ●Reviews and discusses with our executive team relevant quality metrics, compliance with certification standards, and related laws and regulations | Talent and Compensation Committee Provides oversight of our human capital management, including talent strategies and diversity, equity, and inclusion initiatives, and executive compensation. | Audit Committee Focuses on our Enterprise Risk Management program to help identify risks related to business continuity, risk management, information security and technology systems, and any financially material ESG related risks. | | Management Oversight Executive and senior management contributes expertise and engages with the board to manage risk, create value and protect against emerging challenges to our business, and includes our CEO Committee and Director of Sustainability & Social Impact. | | | | Champions Programs Appointed by executive leadership, these team members are ambassadors for Diversity, Community, Wellness, Ethics, Records Compliance, Sustainability, and Learning across the organization. | | |

  110. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    | 34 | AMN Healthcare | 2024 Proxy Statement |

  111. Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

    The foundation of our corporate governance strategy is to promote transparent disclosure to our stakeholders on an ongoing and consistent basis, so we publish these documents, among others, under the “Governance” section of the “Investor Relations” page on the Company’s website at https://ir.amnhealthcare.com/governance/governance-documents. Documents, reports and information on the Company’s website are not incorporated by reference in this proxy statement.

  112. 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 approximately two-thirds of our Independent Directors’ median total compensation in 2023. 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 Shareholders Meeting. 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. Director Cash Compensation We pay our Independent Directors an annual cash retainer that is paid in advance on a quarterly basis. We do not pay any meeting fees to our directors. The Chairperson of the Board and Committee Chairpersons receive an additional annual retainer for their services. We also reimburse directors for out-of-pocket expenses incurred in connection with their service. Annual retainers are paid in four equal quarterly installments. The table below sets forth the current annual retainer schedule for our Independent Directors.

  113. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | Position | Annual Retainer ($) | | Independent Director | 90,000(1) | | Chairperson of the Board | 150,000 | | Chairperson of Audit Committee | 30,000 | | Chairperson of Talent and Compensation Committee | 20,000 | | Chairperson of Corporate Governance and Compliance Committee | 15,000 |

  114. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | (1) Effective April 1, 2023, Talent and Compensation Committee approved an increase in the annual cash retainer for independent directors from $75,000 to $90,000. |

  115. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | 50 | AMN Healthcare | 2024 Proxy Statement |

  116. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    Director Compensation and Ownership Guidelines 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 aggregate grant date fair value, which we refer to as AGD Fair Value, of such equity awards for 2023 is $160,014, which we believe aligns with the market for independent director compensation. On May 17, 2023, each Independent Director serving on the Board at such time received an equity award of 1,681 restricted stock units, which we refer to as RSUs. The RSU awards issued to our Independent Directors vest on the earlier of the one-year anniversary of the grant date or the 2024 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.

  117. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | Independent Directors |

  118. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    Cash vs. Equity Compensation Director Compensation Table The following table reflects compensation that our directors earned during fiscal year 2023. 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.

  119. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | Name | Fees Paid in Cash ($) | Fees Paid in Stock ($)(1) | Total ($) | | Mark G. Foletta | 101,250 | 160,014 | 261,264 | | R. Jeffrey Harris | 93,750 | 160,014 | 253,764 | | Martha H. Marsh | 106,250 | 160,014 | 266,264 | | Jorge A. Caballero | 95,604 | 160,014 | 255,618 | | Sylvia Trent-Adams | 86,250 | 160,014 | 246,264 | | Douglas D. Wheat | 236,250 | 160,014 | 396,264 | | Daphne E. Jones | 86,250 | 160,014 | 246,264 | | Teri G. Fontenot | 104,958 | 160,014 | 264,972 |

  120. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | (1) The amount set forth in this column represents the AGD Fair Value of the 1,681 RSUs granted to each director elected to the Board on the date of the Annual Meeting of Shareholders held on May 17, 2023 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, 2023. | | (2) As of December 31, 2023, our Directors held the following RSUs, including deferred RSUs (#): |

  121. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | Mark G. Foletta | R. Jeffrey Harris | Martha H. Marsh | Jorge A. Caballero | Sylvia Trent-Adams | Douglas D. Wheat | Daphne E. Jones | Teri G. Fontenot | | 26,278 | 34,738 | 30,531 | 3,139 | 2,878 | 36,419 | 3,280 | 6,634 |

  122. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | 2024 Proxy Statement | AMN Healthcare | 51 |

  123. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    Director Compensation and Ownership Guidelines Director Equity Ownership Requirement Our Board believes that all directors should maintain a meaningful personal financial stake in the Company to further align their long-term interests with our shareholders. Accordingly, each non-management director is required to hold Common Stock and vested but unsettled RSUs of the Company equal to a value of at least five times the director’s annual cash retainer (i.e., $450,000 after April 1, 2023). The Company does not take into account the value of unvested RSUs and vested or unvested stock appreciation rights and options in determining whether a director meets our director equity ownership guidelines. As of December 31, 2023, all AMN Healthcare non-management directors satisfy our director equity ownership guidelines, except for Mr. Caballero, who was appointed to the Board in December 2021, and Dr. Trent-Adams, who was appointed to the Board in October 2020.

  124. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | Level | Shares Held as Multiple of Annual Cash Retainer | Complies | | Mark G. Foletta | 23x | ✓ | | R. Jeffrey Harris | 72x | ✓ | | Martha H. Marsh | 43x | ✓ | | Jorge A. Caballero | 1.9x | —(1) | | Sylvia Trent-Adams | 4.8x | —(2) | | Douglas D. Wheat | 12x | ✓ | | Daphne E. Jones | 12x | ✓ | | Teri G. Fontenot | 9.4x | ✓ |

  125. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | (1) Mr. Caballero was appointed to the Board in December 2021 and does not yet satisfy the director equity ownership requirement. | | (2) Dr. Trent-Adams was appointed to the Board in October 2020 and does not yet satisfy the director equity ownership requirement. |

  126. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | 52 | AMN Healthcare | 2024 Proxy Statement |

  127. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    Our named executive officers as of December 31, 2023 are listed below. We provide information regarding the business experience, qualifications, and affiliations of our currently employed named executive officers who are not directors below. For Ms. Grace’s experience, qualifications, and affiliations, please see page 19.

  128. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | | Jeffrey R. Knudson | 48 Chief Financial Officer and Treasurer |

  129. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | Mr. Knudson joined us as Chief Financial Officer and Treasurer in November 2021. In his role, Mr. Knudson oversees the Company’s accounting, finance, investor relations, internal audit, risk management and real estate functions. Prior to his appointment as Chief Financial Officer and Treasurer, Mr. Knudson served as Chief Financial Officer and Executive Vice President, Supply Chain of At Home Group, Inc., in which capacity he oversaw accounting, financial planning and analysis, treasury, investor relations, and internal audit and supply chain activities. Prior to Mr. Knudson’s tenure with At Home Group, Inc., he served in several leadership positions at CVS Health and CVS Caremark Corp., including as Senior Vice President of Finance and Retail Controller for their retail pharmacy segment. Prior to CVS, Mr. Knudson was a key member of the treasury and mergers and acquisition leadership teams at L Brands and Express Scripts. Mr. Knudson received his bachelor’s degree in accounting and finance from the University of San Diego. |

  130. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | | Mark C. Hagan | 54 Chief Information and Digital Officer |

  131. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | Mr. Hagan joined us as Chief Information Officer in June 2018. In March 2020, Mr. Hagan was promoted to Chief Information and Digital Officer and is responsible for our digital strategy, technology R&D, enterprise information technology infrastructure, operations, development, security, program management operations as well as certain customer support operations. Prior to joining AMN Healthcare from 2014 - 2018, Mr. Hagan was Chief Information Officer and Senior Vice President of IT at Envision Healthcare, a diverse healthcare services and technology company and a leading provider of physician-led services, post-acute care, ambulatory surgery services, and related management services. Prior to Envision, Mr. Hagan was IT Director at TeleTech. Mr. Hagan currently serves as a director of M&M Properties Colorado LLC and Wonolo, Inc. Mr. Hagan holds a Master of Business Administration from the University of Colorado and a Bachelor of Science and Computing from Queensland University of Technology. |

  132. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | 2024 Proxy Statement | AMN Healthcare | 53 |

  133. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    Executive Officers

  134. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | | Whitney M. Laughlin | 54 Chief Legal Officer and Corporate Secretary |

  135. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | Ms. Laughlin joined us in 2006 and was named Deputy General Counsel in 2011. In August 2023, Ms. Laughlin was promoted to Chief Legal Officer and Corporate Secretary. Ms. Laughlin is responsible for overseeing our legal, corporate governance, environmental, social and governance functions, privacy and compliance, government and community affairs and equity compensation. She currently serves on the Executive Committee of the Board of SafeHaven of Tarrant County and on the Board of International Esperanza Project. Prior to joining AMN Healthcare, Ms. Laughlin was a partner at Lewis, Brisbois, Bisgaard and Smith where she had an employment litigation practice, primarily serving healthcare and staffing industry clients. She received her law degree from Georgetown University Law Center and a Bachelor of Science in Political Science and a Bachelor of Arts in Communications, both from Southern Methodist University. Ms. Laughlin is a licensed attorney in California and Texas. |

  136. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | 54 | AMN Healthcare | 2024 Proxy Statement |

  137. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | Proposal 2 | Advisory Vote to Approve Named Executive Officer Compensation | | | | The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. | |

  138. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    Section 14A of the Exchange Act, as amended by the Dodd-Frank Act, enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. As previously disclosed, the Board has determined that it will hold an advisory vote on executive compensation on an annual basis, and the next shareholder advisory vote will occur at our 2024 Annual Meeting of Shareholders. Our Board believes that AMN Healthcare’s long-term success as the leading total talent healthcare solutions company depends in large part on the attraction and retention of our named executive officers and the alignment of their compensation with the overall performance of the Company. Our compensation programs are designed to attract, retain, and properly incentivize executives and focus on the creation of shareholder value. Under our executive compensation programs that are focused on aligning pay with performance, we reward our named executive officers for the Company’s short- and long-term performance, including the achievement of specific pre-established performance metrics tied to annual and long-term operational, financial and strategic goals. The compensation packages for our named executive officers are substantially tied to our strategic objectives, financial plan, and total shareholder return and align with the interests of our stakeholders and our commitment to our values and purpose. In setting target levels of compensation and long-term incentive opportunities, the Talent and Compensation Committee closely monitors evolving best practices as well as the compensation programs and pay levels of executives at peer companies to ensure that our compensation programs fall within the relevant market practices. The Compensation Discussion and Analysis that follows details our compensation philosophy and the implementation of that philosophy against goals, including how we set compensation targets and objectives and evaluate each named executive officer against those targets and objectives to ensure performance is appropriately rewarded. We ask that you support the compensation of our named executive officers as disclosed in our Compensation Discussion and Analysis and the accompanying tables contained in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Summary Compensation Table and the other related tables and narrative disclosure.” Our Board and our Talent and Compensation Committee value the opinions of our shareholders and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs and policies. Because your vote is advisory, it will not bind us, the Talent and Compensation Committee, or our Board.

  139. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | 56 | AMN Healthcare | 2024 Proxy Statement |

  140. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    2023 Pay and Performance Amidst a shifting industry landscape, as the healthcare industry adjusted to the post pandemic normal with regard to both demand and costs, the Company maintained focus on financial discipline while continuing to execute on strategic priorities to generate long-term shareholder value. In 2023, as clients focused on building a more sustainable workforce, we began several key initiatives to reinforce our position as the preferred partner to help healthcare organizations optimize their workforce strategy, including a stepped-up branding initiative that aims to drive greater recognition of the breadth and depth of our presence in the marketplace for tech-enabled healthcare total talent solutions. We also made strategic moves to ensure we are the preferred employer for healthcare professionals and team members, including providing greater workplace flexibility, aligning pay and benefits with market benchmarks, launching new career planning and mentoring support, and reinforcing our industry leadership in DEI. We continued to make significant progress on our investments in digital and technology capabilities to enhance our client and healthcare professional experience. We launched ShiftWise Flex, a next-generation vendor management system (VMS) that will enable us to meet clients where and how they want to be served. In addition, our healthcare professional mobile application, AMN Passport, became the most downloaded mobile app in the healthcare staffing industry and has been downloaded by more than 220,000 registered, ready-to-work nurse and allied healthcare professionals. As part of our long-term strategy to create sustainable value for shareholders, AMN Healthcare acquired MSDR during the fourth quarter of 2023, which consists of two healthcare staffing companies (MSI and DRW) that specialize in locum tenens and advanced practices. The addition of MSDR aligns and expands our Physician and Leadership Solutions operating segment and increases our candidate supply in hard-to-fill specialties, serves our clients’ physician needs efficiently and will help us to grow in the high-demand locum tenens market. Additionally, with our continued focus on cost discipline, and in the face of an industry-wide decrease in demand, we made the difficult decision to reduce our corporate employee workforce at all levels, as we realigned our organization to allow for improved direction of supporting teams and to streamline decision-making. This year’s Compensation Discussion and Analysis highlights decisions made by the Talent and Compensation Committee in the context of AMN Healthcare’s 2023 financial and operational performance, including revenue of $3.79 billion and adjusted EBITDA of $579 million, while building momentum for 2024 and beyond by making significant progress on strategic initiatives to build our long-term growth. The Talent and Compensation Committee has primary oversight over the design and execution of the Company’s executive compensation program that is structured on a pay-for-performance model that leverages short-and long-term incentives to drive multiple dimensions of performance and aligns the interests of our executives with those of our shareholders and other stakeholders. More specifically, we have designed a total rewards program consisting of base salary, annual cash bonuses, and long-term equity incentive awards. By aligning pay with performance, we motivate and reward our executives for increases in long-term shareholder value. We grant performance restricted stock units based on total shareholder return and adjusted EBITDA performance over a three-year period. For our 2021 TSR awards, whose performance period ended on December 31, 2023, our absolute TSR of 9% placed us in the 55th percentile versus the Russell 2000, resulting in a payout of 115% of the target amount. With respect to our 2021 EBITDA awards, our adjusted EBITDA performance exceeded target resulting in a payout of 134% of the target amount. We also grant restricted stock units, the inherent value of which is directly tied to the value of the Company’s stock performance. We designed our 2023 Senior Management Incentive Bonus Plan, which we refer to as the Bonus Plan, to ensure that 70% of each executive’s annual cash bonus target is based on annual revenue and pre-bonus adjusted EBITDA goals, which serve as two key financial metrics for the Company. The Talent and Compensation Committee believes that the combination of these longer-term equity and annual cash incentive vehicles are effective to motivate and reward our executives, which is why they make up a substantial majority of their total compensation packages. As a result of this compensation structure, none of the Company’s named executive officers received a bonus under the Bonus Plan for the financial components of the incentive program for the 2023 performance period, as the threshold for the revenue and pre-bonus adjusted EBITDA goals were not met. However, as a result of our leadership’s strong contributions in 2023 to our strategic objectives, all of the Company’s named executive officers did earn between 150% -175% of their respective targets possible under the Leadership Component for the 2023 performance period.

  141. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    | 2024 Proxy Statement | AMN Healthcare | 57 |

  142. DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

    In May 2022, in recognition of the competitive labor environment and to promote stability and continued growth during our CEO transition, we established a cash bonus program (the “2022 Performance and Retention Plan”) for our named executive officers (other than Ms. Grace and Ms. Laughlin, as discussed under “Compensation Discussion and Analysis – Our 2023 Compensation Program and Results – 2022 Performance and Retention Plan”) based on achieving 121% to 140% of our pre-bonus adjusted EBITDA target. These awards pay out at a range of 0% to 100% based on the performance, and the executive remaining employed by the Company on May 1, 2023. As a result of the Company’s exceptional performance in 2022, the 2022 Performance and Retention Plan resulted in the maximum payout on May 1, 2023. The Talent and Compensation Committee believes that the Company’s compensation structure properly aligns pay with performance and appropriately incentivizes executives without excessive risk. The Committee is comfortable that the outcomes under the Company’s incentive compensation plans align with the Company’s financial performance, and the Company’s named executive officers continue to take the necessary actions today to achieve our long-term strategic plan and continue to deliver sustainable value to our shareholders. Performance Goals for 2024 Looking to 2024, the Talent and Compensation Committee established financial goals for performance-based compensation over a three-year period (2024 through 2026). We set Bonus Plan targets based on our annual operating plan and intend that the achievement of our annual targets will contribute to the successful execution of our long-term strategy. Compensation Committee Report The Talent and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that follows with management and, based on this review and discussion, has recommended to the Board that it be included in AMN Healthcare’s proxy statement on Schedule 14A for its 2024 Annual Meeting of Shareholders, which is incorporated by reference in AMN Healthcare’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, each as filed with the SEC.

  143. OUR COMPENSATION PROGRAM OBJECTIVES

    | | WHAT WE DO | | | ✓Executive Compensation Philosophy that 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. We grant performance restricted stock units, which we refer to as PRSUs, based on absolute and relative total shareholder return 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. We utilize PRSUs based on the Company’s achievement of certain adjusted EBITDA targets with a three-year vesting period and RSUs, the inherent value of which, is directly tied to the value of the Company’s stock performance. ✓Strong Ownership Requirements. We have stock ownership guidelines requiring our directors and executive officers to hold significant multiples of their annual retainer or base salary. | | ✓Cap Incentive Awards. We 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 revenue and pre-bonus adjusted EBITDA targets, two key financial metrics for the Company. ✓Competitive Peer Benchmarking. We 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. We have a Compensation Recoupment Policy consistent with the requirements of the Exchange Act Rule 10d-1 and in accordance with the final listing standards adopted by the New York Stock Exchange. |

  144. OUR COMPENSATION PROGRAM OBJECTIVES

    | | WHAT WE DON’T DO | | ✗No Pledging or Hedging of Company Securities Permitted ✗No Tax Gross-ups ✗No Single-Trigger Change in Control Agreements ✗No Excessive Perquisites | |

  145. 2023 Incentive Plan Metrics and Targets

    2023 Incentive Plan Metrics and Targets ●Our incentive plans continued to emphasize key metrics tied to Revenue, Pre-Bonus Adjusted EBITDA, and Relative Total Shareholder Return ●Targets were established at the beginning of 2023 and no adjustments were made to our targets despite the industrywide challenges

  146. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan ●Financial component of the annual incentive plan (70% weighting) was paid at 0% ●In recognition of the meaningful contributions to help strategically position the organization, the Committee elected to pay out the Leadership Component of the annual incentive plan (30% weighting) between 150% and 175% of its target; resulting bonus payout was 45% to 52.5% of overall target

  147. Advancing the Overall Health of Our Workforce, Workplace and Marketplace

    | COMPONENTS | | PURPOSE | KEY FEATURES | | BASE SALARY | | Attract and retain talent | ●Fixed base of cash compensation ●Reviewed and approved annually ●Benchmarked annually to the median and 75th percentile of our peer group and other companies of similar revenue and market capitalization | | Ms. Grace: | Other NEOs (Average): | | | | | | | | | ANNUAL CASH INCENTIVE BONUS | | Drive achievement of annual strategic and financial objectives | ●70% of target values are directly tied to measurable financial measures (known as the “Financial” component) –Consolidated revenue (30%) – Consolidated adjusted EBITDA (40%) ●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 | | Ms. Grace: | Other NEOs (Average): | | | | | | | | | 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 total shareholder return (30%) –Payout Range: 0-175% of target –Performance-based restricted stock units based on adjusted EBITDA performance (35%) –Payout Range: 0-200% of target ●Three-year performance/vesting period ●Actual payout dependent upon long-term financial and stock performance and retention | | Ms. Grace: | Other NEOs (Average): | | | | | | | |

  148. Advancing the Overall Health of Our Workforce, Workplace and Marketplace

    | 1. | Issued performance restricted stock units (“PRSUs”) tied to total shareholder return and adjusted EBITDA performance over a three-year period, | | 2. | Established performance goals for consolidated revenue and adjusted EBITDA performance in line with our annual financial operating plan for the named executive officers to receive their target bonuses, and | | 3. | Adjusted base salaries, cash incentive annual bonus opportunity and long-term equity incentive grant values aligned with market and peer group to reward strong performance and to retain our talent. |

  149. Advancing the Overall Health of Our Workforce, Workplace and Marketplace

    | 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 restricted stock units and performance restricted stock units. 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. |

  150. Advancing the Overall Health of Our Workforce, Workplace and Marketplace

    | 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. |

  151. Advancing the Overall Health of Our Workforce, Workplace and Marketplace

    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. 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, its principal elements remain consistent and with respect to our financial goals, include specific consolidated revenue and consolidated adjusted EBITDA financial goals tied to our annual operating plan. We refer to these financial metrics 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 each metric typically starts at a minimum performance level (i.e., 90% of targeted consolidated adjusted EBITDA). The maximum bonus typically requires a performance level of 110% to 120% of the target amount for each metric. We have typically used incremental hurdles (usually 1% increments for adjusted EBITDA and one-half percent increments for revenue) 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, including the Company’s diversity and ESG-related objectives and effective leadership in line with 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.

  152. Advancing the Overall Health of Our Workforce, Workplace and Marketplace

    | 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 diversity, equity, and inclusion objectives and furtherance of its culture of ethics. |

  153. Advancing the Overall Health of Our Workforce, Workplace and Marketplace

    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 2023, we utilized PRSUs that pay out based on (i) the Company’s total shareholder return over three years and (ii) adjusted EBITDA Performance PRSUs that vest and pay out at the end of three years that accrue value on a one year and then two-year performance period based on the Company’s achievement of a target at the end of the first year and then a certain year-over-year compounding adjusted EBITDA performance target in the remaining two years. We refer to these awards as our TSR PRSUs and Adjusted EBITDA Performance PRSUs, respectively.

  154. Advancing the Overall Health of Our Workforce, Workplace and Marketplace

    | 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. |

  155. Advancing the Overall Health of Our Workforce, Workplace and Marketplace

    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. 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 2023 executive compensation peer group, as determined by our Talent and Compensation Committee, was as follows:

  156. Our 2023 Executive Compensation Peer Group

    Our 2023 Executive Compensation Peer Group

  157. Our 2023 Executive Compensation Peer Group

    | ●Change Healthcare ●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. |

  158. Our 2023 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 2023 executive compensation peer group, the Committee reviewed (1) our 2022 executive compensation peer group, (2) the peers that Institutional Shareholder Services lists for us that were not in our 2022 executive compensation peer group, (3) peers that Glass Lewis lists for us that were not in our 2022 executive compensation peer group, (4) companies that were not in our 2022 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.

  159. Our 2023 Executive Compensation Peer Group

    | 2024 Proxy Statement | AMN Healthcare | 73 |

  160. Our 2023 Executive Compensation Peer Group

    Revenue and market capitalization data for our 2023 executive compensation peer group are as follows:

  161. Our 2023 Executive Compensation Peer Group

    | Percentile | Revenue(1) | Market Capitalization(2) | | 25.0% | $1,341 | $2,718 | | 50.0% | $3,510 | $3,667 | | 75.0% | $4,801 | $5,326 | | AMN Healthcare | $4,096 | $2,912 | | AMN Healthcare Percentile Rank | 53% | 30% |

  162. Our 2023 Executive Compensation Peer Group

    | (1) Trailing 12-month revenue as of September 30, 2023. | | (2) Market capitalization as of January 15, 2024. |

  163. Our 2023 Executive Compensation Peer Group

    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. Our 2023 Compensation Program and Results Our named executive officers’ 2023 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 2023 compensation program for our named executive officers in more detail below. Base Salary In late 2022, the Talent and Compensation Committee reviewed annual base salary levels for the named executive officers and, after careful consideration, approved increases effective January 1, 2023 ranging from zero to five percent from the previous year, as reflected in the table below. 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. When benchmarking Ms. Grace’s 2023 base salary, it was around the 75th percentile among other CEOs within our 2023 executive compensation peer group.

  164. Our 2023 Executive Compensation Peer Group

    | Named Executive Officer | 2022 Salary ($) | 2023 Salary ($) | Increase % | | Cary Grace | 1,060,000 | 1,060,000 | 0 | | Jeffrey R. Knudson | 600,000 | 630,000 | 5 | | Mark C. Hagan | 525,000 | 550,000 | 4.8 | | Whitney M. Laughlin(1) | — | 425,000 | — | | Denise L. Jackson(2) | 460,000 | 500,000 | 5 |

  165. Our 2023 Executive Compensation Peer Group

    | (1) Ms. Laughlin became Chief Legal Officer effective August 19, 2023. Amount reflects Ms. Laughlin’s annualized base salary after her promotion. | | (2) Ms. Jackson retired from the Company effective August 18, 2023. Amount reflects Ms. Jackson’s annualized base salary. |

  166. Our 2023 Executive Compensation Peer Group

    | 74 | AMN Healthcare | 2024 Proxy Statement |

  167. Our 2023 Executive Compensation Peer Group

    Senior Management Incentive Bonus Plan

  168. Target Bonus Levels

    Target Bonus Levels In December 2022, the Talent and Compensation Committee reviewed and set the 2023 target bonus levels for our named executive officers, which we express as a percentage of annual base salary. The table below shows 2023 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 2022.

  169. Target Bonus Levels

    | Named Executive Officer | 2022 Bonus Target (% of Salary) | 2023 Bonus Target (% of Salary) | 2022 Bonus Target ($) | 2023 Bonus Target ($) | | Cary Grace | 125 | 125 | 1,325,000 | 1,325,000 | | Jeffrey R. Knudson | 90 | 100 | 540,000 | 630,000 | | Mark C. Hagan | 90 | 90 | 472,500 | 495,000 | | Whitney M. Laughlin(1) | — | 65 | — | 276,250 | | Denise L. Jackson(2) | 90 | 90 | 414,000 | 450,000 |

  170. Target Bonus Levels

    | (1) Ms. Laughlin became Chief Legal Officer effective August 19, 2023. Amount reflects Ms. Laughlin’s annualized bonus target after her promotion. | | (2) Ms. Jackson retired from the Company effective August 18, 2023. |

  171. Target Bonus Levels

    The dollar amount of Ms. Grace’s 2023 cash bonus target amount was at the 50th percentile among CEOs within our 2023 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.

  172. Structure of our Senior Management Incentive Bonus Plan

    Structure of our Senior Management Incentive Bonus Plan In 2023, 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 2023, consistent with prior years’ practice, the Talent and Compensation Committee tied the Financial Component of the Bonus Plan to the achievement of our 2023 annual operating plan revenue and Pre-Bonus Adjusted EBITDA targets. 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 2023 annual operating plan. For information on the calculation of Pre-Bonus AEBITDA, and a reconciliation of our 2023 net income to adjusted EBITDA and Pre-Bonus AEBITDA, please see Exhibit A to this proxy statement (page 115). In 2023, the weighting of the performance metrics reflected below were consistent for each of our named executive officers:

  173. Structure of our Senior Management Incentive Bonus Plan

    | Consolidated Revenue | Pre-Bonus AEBITDA | Leadership Component | | 30% | 40% | 30% |

  174. Structure of our Senior Management Incentive Bonus Plan

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

  175. Rationale for 2023 Senior Management Incentive Bonus Plan Performance Objectives

    Rationale for 2023 Senior Management Incentive Bonus Plan Performance Objectives In 2023, 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.

  176. Rationale for 2023 Senior Management Incentive Bonus Plan Performance Objectives

    | ● | Financial Component |

  177. Rationale for 2023 Senior Management Incentive Bonus Plan Performance Objectives

    | – | Consolidated Revenue (30%): The Talent and Compensation Committee believes revenue is a reliable measurement to evaluate the success of our growth strategy and operational performance. It also selected revenue because investors focus on revenue growth as a metric when evaluating our performance. | | – | Pre-Bonus AEBITDA (40%): 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. Revenue and adjusted EBITDA are routinely areas 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. |

  178. Rationale for 2023 Senior Management Incentive Bonus Plan Performance Objectives

    | 2024 Proxy Statement | AMN Healthcare | 75 |

  179. Rationale for 2023 Senior Management Incentive Bonus Plan Performance Objectives

    | – | The actual consolidated revenue and consolidated Pre-Bonus AEBITDA targets that the Talent and Compensation Committee established as the basis for paying “target” pay outs under the 2023 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 90% of our 2023 annual operating plan target for each of Pre-Bonus AEBITDA and consolidated revenue. Receipt of the target bonus amount for each of the consolidated revenue and Pre-Bonus AEBITDA metrics required the Company to meet 100% of our 2023 annual operating plan for that metric. |

  180. Rationale for 2023 Senior Management Incentive Bonus Plan Performance Objectives

    | ● | 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 ESG-related objectives. |

  181. 2023 Payouts Under Senior Management Incentive Bonus Plan

    2023 Payouts Under Senior Management Incentive Bonus Plan

  182. Payouts

    Payouts The Company’s 2023 financial performance did not meet the thresholds for consolidated revenue or pre-bonus Adjusted EBITDA targets. As a result, none of the Company’s named executive officers received a bonus under the Bonus Plan for the financial components of the incentive program for the 2023 performance period. The 2023 annual operating plan did not reflect the potential financial impact of any acquisitions. As such, the Talent and Compensation Committee did not include the financial impact of the Company acquisition of MSDR when determining the Company’s 2023 bonus plan revenue and adjusted EBITDA. Excluding the impact of such acquisitions, the Company’s 2023 revenue and Pre-Bonus AEBITDA results were less than its 2023 annual operating plan and the revenue and Pre-Bonus AEBITDA Bonus Plan targets approved by the Committee in January 2023 by 13.5% and 19%, respectively. The Company and its Talent and Compensation Committee believe that the Bonus Plan is working as intended. The illustrations below demonstrate the Company’s reported performance compared to annual operating plan target for each of the elements of the Financial Component together with an illustration of the Company’s 2023 bonus payout compared to the Financial Component targets. The tables below set forth metrics and summary calculations for bonus amounts for Ms. Grace, Mr. Knudson 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. Ms. Laughlin was appointed as a named executive officer in August of 2023 after the approval of the Bonus Plan, but had a target bonus of 65% of her base salary. Ms. Jackson left the Company prior to December 31, 2023, so she did not earn an annual cash incentive bonus.

  183. Payouts

    | Financial Metric (70% Weighting) | Financial Metric Weighting | Threshold | Target | Maximum | Results | Payout | | Revenue | 30% | $3,965,300 (90.5%) | $4,381,600 (100%) | $4,819,700 (110%) | $3,789,254 | 0% | | Pre-Bonus Adjusted EBITDA | 40% | $647,600 (90%) | $719,000 (100%) | $863,500 (120%) | $583,166 | 0% |

  184. Payouts

    | 2024 Proxy Statement | AMN Healthcare | 77 |

  185. Payouts

    | 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) | Weighted Payout % | Total Bonus Payout | | Cary Grace | 125% | 0% | 150% | 45% | $596,250 | | Jeff Knudson | 90% | 0% | 150% | 45% | $283,500 | | Mark Hagan | 90% | 0% | 150% | 45% | $222,800 | | Whitney Laughlin | 65% | 0% | 175% | 52.5% | $105,700 |

  186. Payouts

    2022 Performance and Retention Plan In May 2022, we established the 2022 Performance and Retention Plan for our named executive officers (other than Ms. Grace and Ms. Laughlin) and other key executives based on heightened adjusted EBITDA goals, in recognition of the competitive labor environment and to promote stability and continued growth during our CEO transition. The awards were designed to pay out at a range of 0% to 100%, subject to the Company’s pre-bonus adjusted EBITDA performance exceeding target by 121% to 140% and the executive remaining employed by the Company on May 1, 2023. As a result of the Company’s exceptional performance in 2022, the 2022 Performance and Retention Plan resulted in the maximum payout on May 1, 2023 of $540,000 to Mr. Knudson, $472,500 to Mr. Hagan and $414,000 to Ms. Jackson. Neither Ms. Grace nor Ms. Laughlin received a 2022 Performance and Retention Bonus, as the bonus was established before Ms. Grace joined the Company and before Ms. Laughlin became the company’s Chief Legal Officer. Long-Term Incentive Compensation

  187. 2023 Long-Term Incentive Equity Awards

    2023 Long-Term Incentive Equity Awards In 2023, the Talent and Compensation Committee granted equity awards to each named executive officer and the Committee believes these awards serve as a key component of their 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 (1) provide for “double trigger” vesting mechanics in the event of a change in control of the Company, and (2) allow for continued vesting of outstanding equity awards if a grantee terminates his or her employment after satisfying certain age (55) and service time (15 years) requirements, which our equity agreements refer to as “retirement.” Ms. Jackson satisfies the requirements for retirement eligibility under her respective 2023 equity awards. On May 5, 2022, in light of Ms. Susan Salka’s announced retirement, we amended Mr. Knudson’s restricted stock unit agreements for his outstanding awards granted in 2021 and 2022 to provide for accelerated vesting if he is terminated from the Company without Cause or termination of his service for Good Reason at a time when he could not have been terminated for Cause. 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) her equity grants that she received when she joined the Company on November 28, 2022 (i) in the form of restricted stock units valued at $2 million (the “Buy-Out Award”) will vest in full, (ii) in the form of RSUs valued at $1 million (the “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 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 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.

  188. 2023 Long-Term Incentive Equity Awards

    | 78 | AMN Healthcare | 2024 Proxy Statement |

  189. Aggregate Grant Date Fair Value

    Each of our named executive officers received PRSU grants in January 2023. The PRSUs represented approximately 68% of the AGD Fair Value of the total equity grant value for Ms. Grace, Mr. Hagan and Ms. Jackson. In addition to the 593 RSUs we granted to Ms. Laughlin in January 2023, she also received an additional equity award of 1,463 RSUs in September 2023 in connection with her appointment to Chief Legal Officer following Ms. Jackson’s retirement. Due to the timing of her appointment, Ms. Laughlin did not receive the same equity mix as our other named executive officers, so PRSUs represented 41% of the AGD Fair Value of the total equity grant value for Ms. Laughlin in 2023. In response to his expanded responsibilities and significant contributions to the Company in 2023, in addition to the 5,728 RSUs we granted to Mr. Knudson in January 2023, he also received an additional equity award of 6,766 RSUs in October 2023. Due to this additional award, Mr. Knudson did not receive the same equity mix as our other named executive officers, so PRSUs represented 53% of the AGD Fair Value of the total equity grant value for Mr. Knudson in 2023. Ms. Grace received equity grants of 8,164 and 16,329 RSUs in connection with her appointment as President and Chief Executive Officer on November 28, 2022, the Sign-On Award and Buy-Out Award, respectively. The Talent and Compensation Committee did not grant Ms. Grace PRSUs at that time, because it thought it would be more appropriate to wait until it approved equity awards for the other named executive officers in 2023. To provide further clarity on our equity compensation practices, the chart below reflects the change in the AGD Fair Value of all 2023 equity awards granted to our named executive officers against the AGD Fair Value of all 2022 equity awards.

  190. Aggregate Grant Date Fair Value

    | Named Executive Officer | AGD Fair Value of 2022 Equity Awards ($) | AGD Fair Value of 2023 Equity Awards ($) | Variance ($) | % Increase (Decrease) | | Cary Grace | 2,999,903 | 4,772,195 | 1,772,291 | 59 | | Jeffrey R. Knudson | 1,515,805 | 2,343,576 | 827,771 | 55 | | Mark C. Hagan | 1,263,328 | 1,355,624 | 92,296 | 7 | | Whitney M. Laughlin(1) | — | 315,807 | — | — | | Denise L. Jackson | 1,111,639 | 1,192,860 | 81,220 | 7 | | Total | 11,337,812 | 4,772,194 | | |

  191. TSR PRSUs

    | 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 total shareholder return basis, which we refer to as Absolute TSR. |

  192. TSR PRSUs

    We refer to the determination of our Relative TSR and Absolute TSR collectively as the TSR Measurement. The number of 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 PRSUs granted. The table below discloses the percentage of the January 2023 target PRSUs that may be earned depending on the actual results of the Company’s TSR Measurement as of December 31, 2025.(1)

  193. TSR PRSUs

    | Relative TSR Percentile Rank | % of 2023 TSR PRSUs Earned if Absolute TSR is Negative(2) | % of 2023 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 |

  194. TSR PRSUs

    | (1) As set forth in the Grants of Plan-Based Awards Table, the target number of TSR PRSUs that we granted in January 2023 for each named executive officer is as follows: (i) for Ms. Grace, 12,709; (ii) for Mr. Knudson, 4,910; (iii) for Mr. Hagan, 3,610; (iv) for Ms. Laughlin, 508; and (v) for Ms. Jackson, 3,177. | | (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%. |

  195. Adjusted EBITDA Performance PRSUs

    | (1) As set forth in the Grants of Plan-Based Awards Table, the target number of adjusted EBITDA PRSUs that we granted in 2023 for each named executive officer is as follows: (i) for Ms. Grace, 14,827; (ii) for Mr. Knudson, 5,728; (iii) for Mr. Hagan, 4,212; (iv) for Ms. Laughlin, 593; and (v) for Ms. Jackson, 3,706. |

  196. Time-Vested RSUs

    Time-Vested RSUs RSUs that we granted in 2023 vest ratably on each of the first three anniversaries of the grant date.

  197. Results of our 2021 Performance Restricted Stock Unit Awards

    Results of our 2021 Performance Restricted Stock Unit Awards In early 2024, the Talent and Compensation Committee performed the TSR Measurement for the 2021 TSR PRSU awards for the period January 1, 2021 through December 31, 2023. 2021 TSR PRSUs:

  198. Results of our 2021 Performance Restricted Stock Unit Awards

    | RELATIVE TSR PERCENTILE RANK VS. RUSSELL 2000 55th | ABSOLUTE TSR % 9% | % OF 2021 TSR PRSUs EARNED 115% |

  199. Results of our 2021 Performance Restricted Stock Unit Awards

    | 80 | AMN Healthcare | 2024 Proxy Statement |

  200. Results of our 2021 Performance Restricted Stock Unit Awards

    | Named Executive Officer | Number of 2021 TSR PRSUs Earned | | Cary Grace(1) | — | | Jeffrey R. Knudson(1) | — | | Mark C. Hagan | 4,057 | | Whitney M. Laughlin | 386 | | Denise L. Jackson | 2,721 |

  201. Results of our 2021 Performance Restricted Stock Unit Awards

    | (1) Ms. Grace and Mr. Knudson were not employed by the Company when it issued the 2021 TSR PRSUs and therefore did not receive any of these awards. |

  202. August 2021 TSR PRSUs

    August 2021 TSR PRSUs In August 2021, the Talent and Compensation Committee responded to the challenging talent environment and exceptional Company performance by approving special performance equity awards for Mr. Hagan and Ms. Jackson. In August 2023, the Talent and Compensation Committee performed the TSR Measurement for the August 2021 TSR PRSU awards for the period August 15, 2022 through August 15, 2023. Relative TSR measured at the 75th percentile and Absolute TSR was positive. As a result, the number of PRSUs earned was 175% of the target number of PRSUs minus the number of PRSUs that vested for the named executive officer under the award on August 16, 2022.

  203. Retirement Benefits and Health Plans

    Retirement Benefits and Health Plans Retirement plans and other customary employee benefits serve as the fourth component of our executive compensation program. We adopted our 2005 Amended and Restated Executive Nonqualified Excess Plan, which we refer to as the Deferred Compensation Plan, primarily based on our review of peer market data indicating that a deferred compensation plan was a significant component of executive compensation. Our named executive officers are not eligible to participate in our 401(k) if they exceed the compensation threshold set by the Internal Revenue Service, which is primarily designed to assist us in satisfying discrimination testing performed on our 401(k) plan. The Deferred Compensation Plan serves as the only retirement plan for our named executive officers. The Deferred Compensation Plan is not intended to be tax qualified. We describe the Deferred Compensation Plan more fully in the section entitled “Nonqualified Deferred Compensation” below. In addition, all equity awards allow for continued vesting of outstanding equity awards if a grantee terminates his or her employment (other than for cause or due to a change in control) after satisfying certain age and service time requirements, which our equity agreements refer to as “retirement eligible.” We also offer healthcare insurance and other employee benefits to our named executive officers, which are generally the same as those programs provided to all eligible employees. We offer these plans to support our objective of attracting and retaining strong talent.

  204. Severance Arrangements

    Severance Arrangements Severance arrangements serve as the fifth component of our executive compensation program. We are party to a severance agreement with each of our current named executive officers. We entered into these agreements in support of our objectives regarding attraction and retention of strong management. In determining the appropriate severance levels, we considered survey data, advice from our compensation consultant and the Talent and Compensation Committee’s experience. We describe the terms of these agreements more fully in the section entitled “Termination of Employment and Change in Control Arrangements” below. Equity Ownership, Clawback and No Pledging or Hedging Policies The Board believes that all named executive officers should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our shareholders. Accordingly, our named executive officers are subject to meaningful equity ownership requirements as set forth below. Additionally, the Company adopted a Securities Trading Policy that prohibits trading in the Company’s securities based on material non-public information and engaging in inappropriate transactions such as pledging and hedging. We set forth a summary of these requirements and policies below. Additional details related to these requirements and policies are contained in the Governance Guidelines posted on the Company’s website. Our named executive officers are also subject to our Compensation Recoupment Policy, in accordance with the rules set forth in the NYSE Listed Company Manual. As of February 21, 2024, all of our named executive officers satisfied our equity ownership requirements with the exception of Ms. Grace, whose employment with the Company began on November 28, 2022 and Ms. Laughlin, who was promoted to Chief Legal Officer on August 19, 2023. Our named executive officers who have not met the ownership guidelines shall be required to retain 50% of net vested shares from equity awards issued subsequent to the initial assessment of ownership until they have reached the ownership guidelines.

  205. Severance Arrangements

    | Level | Required Ownership as a Multiple of Base Salary | Shares Held as Multiple of Base Salary(1) | Complies(2) | | Cary Grace | 5x Base Salary | .5 | — | | Jeffry R. Knudson | 2x Base Salary | 2 | ✓ | | Mark C. Hagan | 2x Base Salary | 2.7 | ✓ | | Whitney M. Laughlin | 2x Base Salary | 1.8 | — |

  206. Severance Arrangements

    Additionally, other CEO Committee Members are subject to equity ownership requirements amounting to 1.5 times their annual base salary.

  207. Severance Arrangements

    | (1) The value of unvested RSUs and vested or unvested stock appreciation rights and options are not considered when determining whether a named executive officer satisfies our equity ownership requirements. Our Chief Executive Officer, Named Executive Officers and other CEO Committee Members are subject to equity ownership requirements, which requires them to retain 50% of net vested shares from equity awards issued by the Company until they have reached the applicable ownership requirements reflected above. | | (2) Ms. Grace joined the Company on November 28, 2022, and does not yet meet the required equity ownership as a multiple of her base salary. Ms. Laughlin was promoted to Chief Legal Officer on August 19, 2023, and does not yet meet the required equity ownership as a multiple of her base salary. |

  208. Clawback Policy

    | 1. | all or any portion of the bonus and equity or cash incentive compensation received by such individuals during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such defective financial statement; and | | 2. | any profits realized by such individuals from the sale of securities of the Company during that 12-month period. |

  209. Target Bonus

    Target Bonus In January 2024, 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 2024 bonus target as a percentage of salary for Ms. Grace, Ms. Laughlin and Messrs. Knudson and Hagan. We set forth the 2024 target bonuses for each named executive officer as a percentage of salary below.

  210. Target Bonus

    | Named Executive Officer | 2023 Bonus Target (% of Salary) | 2024 Bonus Target (% of Salary) | | Cary Grace | 125 | 125 | | Jeffrey R. Knudson | 100 | 100 | | Mark C. Hagan | 90 | 90 | | Whitney M. Laughlin | 65 | 65 |

  211. Structure

    | 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,(8) President & CEO | 2023 | 1,060,000 | — | 4,772,195(5) | 596,250 | 232,035 | 6,660,480 | | | 2022 | 81,538 | 200,000(6) | 2,999,903(7) | — | 23,855 | 3,305,296 | | Jeffrey R. Knudson PFO,(11) CFO & Treasurer | 2023 | 630,000 | — | 2,343,576(9) | 283,500 | 145,737 | 3,402,813 | | | 2022 | 600,000 | | 1,515,805(10) | 1,080,000 | 60,048 | 3,255,853 | | | 2021 | 90,000 | 900,000(12) | 2,999,940(13) | — | 32,745 | 4,022,685 | | Mark C. Hagan Chief Information & Digital Officer | 2023 | 550,000 | — | 1,355,624(14) | 222,800 | 174,708 | 2,303,132 | | | 2022 | 524,423 | — | 1,263,328(15) | 946,000 | 171,705 | 2,905,456 | | | 2021 | 510,000 | — | 2,841,104(16) | 918,000 | 137,868 | 4,406,972 | | Whitney M. Laughlin Chief Legal Officer & Corporate Secretary | 2023 | 361,885 | — | 315,807(17) | 105,700 | 31,073 | 814,465 | | Denise L. Jackson Former Chief Legal Officer & Corporate Secretary(21) | 2023 | 326,923 | — | 1,192,860(18) | — | 135,073 | 1,655,676 | | | 2022 | 459,231 | — | 1,111,639(19) | 828,000 | 151,875 | 2,550,745 | | | 2021 | 440,000 | — | 2,495,210(20) | 792,000 | 119,811 | 3,847,021 |

  212. WHITNEY M. LAUGHLIN

    | 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 ($) | Peer Group TSR ($) | | | | 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 |

  213. WHITNEY M. LAUGHLIN

    | (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. |

  214. WHITNEY M. LAUGHLIN

    | (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. |

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

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company TSR 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 the Company’s cumulative TSR over the four most recently completed fiscal years.

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

    | PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR* | | |

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

    | 2024 Proxy Statement | AMN Healthcare | 97 |

  218. 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 four most recently completed fiscal years.

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

    | PEO and Average Non-PEO NEO Compensation Actually Paid Versus Inc. Net Income | | |

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

    | 98 | AMN Healthcare | 2024 Proxy Statement |

  221. 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 four most recently completed fiscal years.

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

    | PEO and Average Non-PEO NEO Compensation Actually Paid Versus Pre-Bonus Adjusted EBITDA | | |

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

    | 2024 Proxy Statement | AMN Healthcare | 99 |