Amn Healthcare Services Inc DEF 14A, filed Apr 4, 2023

Amn Healthcare Services Inc (AMN)

DEF 14A 2023-04-04

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Added on June 12, 2026

About this DEF 14A

Amn Healthcare Services Inc filed this DEF 14A on April 4, 2023.

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CHECK THE APPROPRIATE BOX:
☐		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

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		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

Record Revenue of $5.24B in 2022	Over 250,000 Healthcare Professional Placements in 2022	Recognized for Workplace Equality on Human Rights Campaign Corporate Equality Index 2018 – 2022
Ranked #91 on Fortune Magazine’s 2022 List of Fastest Growing Companies	Named by Newsweek as one of America’s Most Responsible Companies 2020 – 2023	Diluted EPS of $9.90 and Adjusted Diluted EPS of $11.90 in 2022⁽¹⁾
Recognized for Workplace Equity on Bloomberg Gender-Equality Index 2018 – 2023	Cary Grace joins AMN Healthcare as its President and Chief Executive Officer	Winner – NACD Diversity, Equity & Inclusion Award – Public Company – Mid-Cap 2022

Notice of Annual Meeting of Shareholders		6
Our Strategy and Talent Solutions		7
Proxy Voting Roadmap		11
Corporate Governance		16
	Proposal 1: Election of Our Directors	16
	AMN Healthcare Board of Directors	16
	Evaluation of Board Composition & Director Nomination Process	19
	Board Refreshment	20
	Board Tenure Policy	21
	Shareholder Recommendations and Nominations	21
	Board and Committee Self-Evaluation Process	22
	Director Independence	22
	Director Biographies	23
Our Corporate Governance Program		30
	Shareholder Corporate Governance Outreach	30
	Enterprise Risk Oversight	31
	Our Strategic Approach to ESG	33
	Political Activity and Trade Associations	46
	Policies and Procedures Governing Conflicts of Interest and Related Party Transactions	46
Board and Committee Structure		47
	Board Leadership Structure	47
	Committees of the Board	48
	Compensation Committee Interlocks and Insider Participation	50
	Compensation Committee Consultant Independence	50
Director Compensation and Ownership Guidelines		53
	Director Cash Compensation	53
	Director Equity Compensation	54
	Director Compensation Table	54
	Director Equity Ownership Requirement	55
Executive Officers		56
Executive Compensation		58
	Proposal 2: Advisory Vote on Executive Compensation	58
Compensation Committee Report on Executive Compensation		59
	2022 Pay and Performance	59
	Performance Goals for 2023	60

Compensation Discussion and Analysis		60
	Executive Summary	61
	Executive Compensation Practices	62
	Principal Components of our Compensation Program	68
	Our Compensation Determination Process	70
	Our 2022 Compensation Program and Results	73
	Additional Compensation Practices	81
	Our 2023 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		96
Pay vs. Performance		96
Audit Committee Matters		101
	Proposal 3: Ratification of the Selection of Our Independent Public Accounting Firm	101
	Selection and Engagement of KPMG as Our Independent Registered Public Accounting Firm	101
	Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees	101
Report of the Audit Committee		102
Shareholder Proposal		103
	Proposal 4: Shareholder Proposal	103
Security Ownership and Other Matters		106
General Information		109
Exhibit A to Proxy Statement - Non-GAAP Reconciliation for Consolidated Adjusted EBITDA and Consolidated Pre-Bonus Adjusted EBITDA for Purposes of 2022 Bonus Achievement		113


⁽¹⁾	More information on our adjusted diluted EPS, and a reconciliation of our 2022 GAAP diluted net income per share to adjusted diluted EPS can be found at Exhibit A to this proxy statement (page 113).

DATE AND TIME	LOCATION	RECORD DATE
May 17, 2023	www.virtualshareholdermeeting.com/AMN2023	March 21, 2023
1:00 p.m. (Central Time)

		RECOMMENDATION	PAGE
1.	To elect nine directors to the Board of Directors		16
2.	To approve, by non-binding advisory vote, the compensation of our named executive officers		58
3.	To ratify the appointment of KPMG LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2023		101
4.	To consider a shareholder proposal if properly presented at the 2023 Annual Meeting		103


ONLINE	CALL	MAIL	DURING THE MEETING
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 May 16, 2023.	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 May 16, 2023.	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 2023 Annual Meeting to be counted.	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.





PURPOSE-DRIVEN, VALUES-BASED ORGANIZATION Committed to Serving All Our Stakeholders	LEADER AND INNOVATOR IN TOTAL HEALTHCARE TALENT SOLUTIONS Well Positioned to Serve Growing Health Systems and Diverse Care Settings	EXPERIENCED, DIVERSE AND DEEP LEADERSHIP TEAM Driving Digital Enablement that Benefits Healthcare Professionals and Clients


RECORD REVENUE of $5.24B	RECORD ADJUSTED DILUTED EPS⁽¹⁾of $11.90	RECORD NET INCOME of $444.1M and RECORD ADJUSTED EBITDA⁽¹⁾of $846.7M
MORE THAN $12B SPEND UNDER MANAGEMENT THROUGH VMS AND MSP SOLUTIONS	AMN PASSPORT DOWNLOADED BY 97% OF OUR NURSE AND ALLIED HEALTHCARE PROFESSIONALS ON ASSIGNMENT	250,000 HEALTHCARE PROFESSIONAL PLACEMENTS

GOVERNANCE	DIVERSITY, EQUALITY, EQUITY AND INCLUSION
Materiality Assessment to prioritize ESG issues 56% women and 33% BIPOC representation on our Board Enhanced TCFD & ESG Reporting	$961 million in diverse and/or small business spend 39% participation in Employee Resource Groups 69% of our team members are women and 45% of our team members are from underrepresented communities
HEALTH	SUSTAINABILITY
Team member health insurance premium waivers and enhanced 401(k) contributions Over 250,000 healthcare professional placements in 2022 14 million patient encounters where our 3,000+ interpreters⁽¹⁾bridged language barriers, enabling access and improving health outcomes	34% reduction in Scope 1 & 2 GHGe from 2019 baseline levels Measured full Scope 1, 2, and 3 Greenhouse Gas Emissions for 2020-2022 Measured full Scope 3 Greenhouse Gas Emissions for 2020-2022


⁽¹⁾	Includes both our team members as well as independent contractors.

Name		Age	Director Since	Other Public Company Boards	Board Committees
	Jorge A. Caballero IND	66	2021	0	A G
	Mark G. Foletta IND	62	2012	2	A
	Teri G. Fontenot IND	69	2019	2	A G
	Cary Grace President and Chief Executive Officer, AMN Healthcare Services, Inc.	54	2022	0	E
	R. Jeffrey Harris IND	68	2005	0	S C G E
	Daphne E. Jones IND	65	2018	2	A C
	Martha H. Marsh IND	74	2010	1	S C
	Rear Admiral Dr. Sylvia Trent-Adams, PHD, RN, FAAN IND	57	2020	0	C G
	Douglas D. Wheat (Chairman) IND	72	1999	2	S E

A	Audit Committee	G	Corporate Governance and Compliance Committee	S	Search Committee		Chair
C	Compensation Committee	E	Executive Committee	IND	Independent

	>60%
	>60%

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 an incumbent director 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 ten years. As of December 31, 2022, our average board tenure was nine 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.

Practice		Description
Executive Compensation Philosophy		Commitment to equal pay principles and a values-based culture to which leaders are held accountable through a portion of their annual cash incentive award.
Balanced Approach to Performance-based Pay		Performance-based awards are tied to the achievement of financial objectives, including revenue, adjusted EBITDA, total shareholder return, as well as strategic leadership and ESG-related objectives.
Three-Year Performance Periods and Vest Schedules		The performance periods and vest schedules for our equity awards span a three-year period to promote a long-term approach to the achievement of strategic and financial objectives.
Balanced Mix of Pay Components		Target compensation mix is not overly weighted toward annual incentive awards and balances cash and long-term equity awards in accordance with certain financial or non-financial metrics that align with our short and long-term strategic goals.
Equity Ownership Guidelines		CEO 5x salary Named executive officers 2x salary Other members of the CEO Committee (CEO’s direct reports) 1.5x salary
“Double-Trigger” Change-in-Control Arrangements		Executive equity and severance agreements include “double-trigger” mechanisms.
No Tax Gross Ups		No tax gross ups included in executive compensation program.

INDEPENDENT DIRECTOR TENURE	AGE	GENDER DIVERSITY	RACIAL DIVERSITY	INDEPENDENCE
Average 9 years	Average 65 years	56% Female	33% BIPOC	89% Independent Directors

		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 AMN is 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 AMN has sufficient talent, robust development and retention practices and maintains 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 telehealth and 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.


Skill, Competency or Attribute		Caballero	Foletta	Fontenot	Grace	Harris	Jones	Marsh	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		1	10	3	0	17	4	12	2	23
Gender		M	M	F	F	M	F	F	F	M
RACE/ETHNICITY
African American or Black
Hispanic or Latinx
White


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

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 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 regular 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 annual 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.
●	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.

CORPORATE GOVERNANCE

	COMMITMENTS	PROGRESS IN 2022

	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	COMPLETED MATERIALITY ASSESSMENT Conducted first materiality assessment integrating feedback from internal and external stakeholders to focus and prioritize ESG issues ENHANCED TCFD DISCLOSURES AND ESG REPORTING Enhanced TCFD disclosures and conducted scenario analysis Published first ESG report in 2022 aligned with GRI, SASB and TCFD frameworks ESG EDUCATION Provided ESG training for the full Board to promote understanding and alignment on the issues that matter most to our company and the communities in which we conduct business AWARD-WINNING BOARD DIVERSITY 56% of our Board members are women 33% of our Board members are BIPOC COMMITMENT TO ADVANCING HEALTH EQUITY Inaugural signatory to Healthcare Leadership Council commitment to shared principles aimed at eliminating health disparities

HEALTH AND WELLNESS

	COMMITMENTS	PROGRESS IN 2022

	1. Drive health & wellness for our team members & healthcare professionals 2. Increase availability & quality of healthcare for communities 3. Meaningfully help our clients optimize talent management and improve patient experience & outcomes 4. Positively impact social & environmental determinants of health	HEALTHCARE ACCESS, QUALITY AND EQUITY Over 250,000 healthcare professional placements in 2022 Increased supply of healthcare professionals through Connetics acquisition, which along with our O’Grady Peyton business, enabled us to place 1,700 nurses from 32 countries globally Over 3,000 interpreters worked over 200 million minutes to provide language services for over 14 million patient encounters Partnered with Remote Area Medical to provide free care clinic to Dallas-Fort Worth area residents In partnership with the International Esperanza Project, our clinicians treated 1,300 patients and provided 127 life changing surgeries, and our team members installed 280 smoke free stoves and 280 water filters, advancing health for families in rural Guatemala CARING FOR OUR TEAM Launched and invested $3 million in AMN Caring for Caregivers Fund Invested additional $2 million in the AMN Team Member Hardship Fun Enhanced company match to 401(k) contributions Health insurance premium waivers

DIVERSITY, EQUALITY, EQUITY AND INCLUSION

	COMMITMENTS	PROGRESS IN 2022

	1. DEI excellence in all recruiting & hiring for team members & healthcare professionals 2. Representative diversity at ALL levels 3. Equity in compensation and promotion 4. Deeply inclusive culture of belonging 5. Significant diverse supplier spend & economic impact in communities	DIVERSE REPRESENTATION THROUGHOUT AMN Increased representation of Leader-level team members from historically underrepresented groups (any combination of BIPOC, LGBTQ+, Disabled, or Veterans) by 52%, from 23% in 2019 to 35% in 2022 69% of our team members and 63% of our leaders are women Representation among team members is approaching parity with US Bureau of Labor statistics on race and ethnicity Initiated collection of EEO-1 data for the Healthcare professionals we employ and place INCLUSION THROUGH ERG PARTICIPATION Added two new Employee Resource Groups and increased participation to 39% of team members in 2022 PAY TRANSPARENCY AND EQUITY Implemented enterprise-wide infrastructure to align job functions and compensation Salary transparency for all job postings nationwide INCREASED SPEND WITH DIVERSE AND SMALL SUPPLIERS Spent $961,271,590 with diverse and/or small suppliers in 2022, a 154% increase from 2021 and 472% increase from 2020, promoting economic growth in our communities


2019			2022		Change from 2019 to 2022 (%)
34%	TEAM MEMBERS	—	45%	TEAM MEMBERS		32%

37%	INDIVIDUAL CONTRIBUTORS	—	47%	INDIVIDUAL CONTRIBUTORS		27%

23%	LEADERS	—	35%	LEADERS		52%

18%	DIRECTORS & ABOVE	—	29%	DIRECTORS & ABOVE		61%

Intentional Language in Job Postings

	Routine review of job postings to ensure use of neutral language to eliminate unintended barriers to prospective applicants.

Diverse Candidate Slates

	We increased our outreach to both passive and active candidate pools to ensure a diverse slate of candidates for all leadership positions.

2018			2022			YoY Change (%)
78%	2018 RETENTION	—	87%	2022 RETENTION			12%

10	EMPLOYEE RESOURCE GROUPS		39%	TEAM MEMBER PARTICIPATION



OPEN Mental Health Advocacy & Awareness Advocating for mental health awareness and creating a work environment where everyone feels comfortable communicating authentically.	WISE Wisdom + Insight + Sincerity + Experience Creating positive intergenerational dialogue benefitting team members of the entire Company.	PRIDE LGBTQ + Allies Engaging with and supporting LGBTQ+ team members and their allies in an inclusive environment.	BRAVE Be Ready Always – Veterans Enterprise Serving and advocating for military veterans, deployed troops, their families and supporters.	LOBE (Loving Our Bodies Existence) Promoting body image positivity in the workplace by raising awareness, encouraging openness, and supporting all team members.



PAVE Power & Value in Equality Advancing gender diversity and equality enabling women to connect while developing professionally.	PACT Parents & Caregivers Together Championing working parents and caregiver team members by cultivating an inclusive, welcoming, agile and flexible workplace that ultimately builds trust, improves retention, and fosters innovation.	SLIDE Strength Lies in Diversity & Equity Enhancing the professional development, career path prospects and leadership opportunities of BIPOC in the workplace.	LALA Latin American Legacy Alliance Representing, advocating, and celebrating the unique experiences, challenges, and culture of the Latin community.	BELIEVE Black Women Leading in Inclusion, Excellence, Vision and Education Advancing equity and belonging with a focus on Black women by engaging a network of allies to attract, retain, empower and inspire Black women to achieve their fullest potential across the spectrum of professional development nurtured by AMN Healthcare leadership.

NACD	WOMEN’S FORUM OF NEW YORK	BLOOMBERG
Winner – Diversity, Equity & Inclusion Award – Public Company – Mid-Cap 2022	Corporate Champion Honoree for Over 40% Female Board Representation, 2017-2023 (biennial)	Gender Equality Index 2018-2023
HUMAN RIGHTS CAMPAIGN	NEWSWEEK	FORBES
Corporate Equality Index 2018-2022	America’s Most Responsible Companies 2020-2023	America’s Best Large Employers 2022 America’s Best Employers for Women 2022

●	Received multiple national and regional awards and recognition for DEI leadership

●	Increased team member representation of underrepresented groups, including women, in management-level roles

●	Expanded the quantity and membership of our Employee Resource Groups

●	Expanded philanthropic leadership through board service, giving and volunteering programs

●	Completed a materiality assessment to facilitate prioritization and implementation of ESG initiatives.

Director	Audit⁽¹⁾	Compensation⁽²⁾	Corporate Governance and Compliance⁽³⁾	Executive⁽⁴⁾	CEO Search Committee
Mark G. Foletta	●
R. Jeffrey Harris		●	●	●	●
Jorge A. Caballero	●		●
Martha H. Marsh		●			●
Cary Grace				●
Teri G. Fontenot	●		●
Sylvia Trent-Adams		●	●
Douglas D. Wheat				●	●
Daphne E. Jones	●	●
Committee Meetings and Actions by Written Consent
Total Committee Meetings	9	7	5	3	8
Actions by Written Consent	0	4	0	2	0

⁽¹⁾	The Board has determined that all Audit Committee members (A) are financially literate, and (B) meet the criteria for independence set forth in Rule 10A-3 under the Exchange Act, and Section 303A of the NYSE Listed Company Manual. The Board further determined that Jorge A. Caballero, Mark G. Foletta and Teri G. Fontenot are each an “Audit Committee Financial Expert” as defined by SEC Rules and Regulations.
⁽²⁾	The Board has determined that all members of the Compensation Committee meet the standards for independence required by the NYSE.
⁽³⁾	The Board has determined that all members of the Corporate Governance and Compliance Committee meet the standards for independence required by the NYSE.
⁽⁴⁾	Ms. Salka served on the Executive Committee until she retired and resigned from the Board on November 27, 2022.