Amn Healthcare Services Inc PRE 14A, filed Feb 23, 2024

Amn Healthcare Services Inc (AMN)

PRE 14A 2024-02-23 For: 2024-04-19

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Added on October 15, 2026

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☑		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

●	Strong cash flow generation, with cash flows from operations of $372 million in 2023;
●	Record capital expenditure of more than $100 million directed substantially to initiatives to improve, reinforce, and better deliver our unique value proposition as one operating company and brand;
●	$425 million in share repurchases; and
●	Our Acquisition of MSDR, which strengthens our presence and capabilities in the high-growth locum tenens market.

●	Sustainable Growth. We aim to ensure that our growth is not transitory. That entails continued strategic diversification of revenue streams for effective risk management and market adaptability.
●	Flexible, Tech-Intensive Solutions. Future solutions to the healthcare talent demands and constraints will need to be wider-ranging, more flexible and tech-intensive. We will continue to design our solutions around our customer’s needs and preferences, focused on speed, efficiency and ease of use.
●	Broader and Deeper Engagement with Clients. We see significant opportunities to engage with our clients as their trusted partner for their comprehensive talent needs rather than from a transactional, single-problem perspective. We can take advantage of our broad solutions portfolio and insight from our data analytics to develop deeper long-term relationships with our clients.

	Notice of Annual Meeting of Shareholders	06
	Proxy Statement Summary	07
	Our Strategy and Total Talent Solutions	07
	2023 Performance Highlights	08
	Proxy Voting Roadmap	10
	Corporate Governance	14

	Proposal 1: Election of Our Directors	15
	AMN Healthcare Board of Directors	15
	Director Nominee Snapshot	15
	Skills and Experience	16
	Director Biographies	18
	Board Effectiveness	23
	Director Nomination Process	23
	Onboarding and Continuing Education	25
	Board and Committee Self-Evaluation Process	25
	Refreshment	26
	Our Corporate Governance Program	27
	Key Corporate Governance Practices	27
	Shareholder Engagement	27
	Board Oversight	29
	Sustainability and Social Impact	32
	Our Journey and Accolades	32
	Corporate Governance	33
	Health and Wellness	36
	Diversity, Equity and Inclusion	38
	Sustainability	41
	Political Activity and Trade Associations	42
	Policies and Procedures Governing Conflicts of Interest and Related Party Transactions	42
	Board and Committee Structure	43
	Board Leadership Structure	43
	Committees of the Board	44
	Compensation Committee Interlocks and Insider Participation	47
	Talent and Compensation Committee Consultant Independence	47
	Meetings and Attendance	49
	Executive Sessions	49
	Director Compensation and Ownership Guidelines	50
	Director Cash Compensation	50
	Director Equity Compensation	51
	Director Compensation Table	51
	Director Equity Ownership Requirement	52
	Executive Officers	53
	Executive Compensation	55

	Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation	56
	2023 Pay and Performance	57
	Performance Goals for 2024	58
	Compensation Committee Report	58
	Compensation Discussion and Analysis	59
	Executive Summary	59
	Executive Compensation Practices	61
	Principal Components of our Compensation Program	69
	Our Compensation Determination Process	72
	Our 2023 Compensation Program and Results	74
	Additional Compensation Practices	81
	Our 2024 Executive Compensation Program	83
	Executive Compensation Disclosure	85
	Summary Compensation Table	85
	Grants of Plan-Based Awards	87
	Outstanding Equity Awards at Fiscal Year End	89
	Option Exercises and Stock Vested	91
	Nonqualified Deferred Compensation	91
	Termination of Employment and Change in Control Arrangements	92
	CEO Pay Ratio	95
	Pay Versus Performance	95
	Audit Committee Matters	101

	Proposal 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm	102
	Selection and Engagement of KPMG as Our Independent Registered Public Accounting Firm	102
	Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees	103
	Report of the Audit Committee	103
	Officer Exculpation	105

	Proposal 4: Approval of a Proposed Amendment and Restatement of Our Certificate of Incorporation to Provide for Officer Exculpation	105
	Security Ownership and Other Matters	107
	General Information	110
	Exhibit A to Proxy Statement – Non-GAAP Reconciliation for Consolidated Adjusted EBITDA and Consolidated Pre-Bonus Adjusted EBITDA for Purposes of 2023 Bonus Achievement	115
	Exhibit B to Proxy Statement – Second Amended and Restated Certificate of Incorporation of AMN Healthcare Services, Inc., a Delaware Corporation	117

Voting Matters

		Recommendation		Page
1	To elect eight directors to the Board of Directors		FOR	15
2	To approve, by non-binding advisory vote, the compensation paid to named executive officers		FOR	56
3	To ratify the appointment of KPMG LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2024		FOR	102
4	To approve a proposed amendment and restatement of our certificate of incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as permitted by Delaware law		FOR	105

	ONLINE Please follow the internet voting instructions sent to you and visit www.proxyvote.com, any time up until 11:59 p.m. (Eastern Time) on April 18, 2024.			MAIL If you received printed materials, please mark, date and sign your proxy card per the instructions and return it by mail in the pre-addressed envelope provided. The proxy card must be received prior to the 2024 Annual Meeting to be counted.

	CALL Please follow the telephone voting instructions sent to you and call 1 (800) 690-6903, any time up until 11:59 p.m. (Eastern Time) on April 18, 2024.			DURING THE MEETING You can also cast your vote at our Virtual Shareholder Meeting. Even if you plan to attend, we encourage you to vote in advance by internet, telephone or mail so your vote will be counted if for some reason you are unable to attend.

NURSE & ALLIED SOLUTIONS		PHYSICIAN & LEADERSHIP SOLUTIONS		TECHNOLOGY & WORKFORCE SOLUTIONS
WORKFORCE STAFFING ✓ Travel Nursing ✓ Allied Healthcare ✓ Local Staffing ✓ Rapid Response ✓ Revenue Cycle Solutions ✓ School Staffing ✓ Labor Disruption ✓ International Staffing and Permanent Placement		WORKFORCE STAFFING ✓ Physician Staffing ✓ Interim Leadership LEADERSHIP SEARCH ✓ Executive Search ✓ Academic Leadership ✓ Clinical Leadership PHYSICIAN SEARCH ✓ Retained Search for Physicians and Advanced Practices		TALENT MANAGEMENT ✓ Vendor Management Systems ✓ Recruitment Solutions ✓ Float Pool Management ✓ Scheduling & Staff Planning VIRTUAL CARE ✓ Language Services

●	Accelerated AMN Healthcare’s Digital Transformation through AMN Passport, our Industry-leading Mobile App
●	Enhanced branding initiative to drive greater recognition of the breadth and depth of our presence in the marketplace for healthcare workforce solutions
●	Enhanced Digital Experience for Clients and Healthcare Professionals
●	Launched Shiftwise FLEX, the latest generation of our market-leading vendor management system

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

Proposal 2	Advisory Vote to Approve Named Executive Officer Compensation
Proposal 2	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

		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

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

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

Proposal 3	Ratification of the Appointment of Our Independent Registered Public Accounting Firm
Proposal 3	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

Age		Tenure		Diversity

Proposal 4	Approval of a Proposed Amendment and Restatement of Our Certificate of Incorporation to Provide for Officer Exculpation
Proposal 4	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

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


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			✓	✓	✓	✓			✓

	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.

	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.

	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.

	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.

	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.

	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) ●Okanjo Partners, Inc., an early-stage technology company
	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.

	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.

	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.

	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.

	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.

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

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

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.

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


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

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

●	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.