AMN HEALTHCARE SERVICES INC

​

Results of our 2022 Performance Restricted Stock Unit Awards

In early 2025, the Talent and Compensation Committee performed the TSR Measurement for the 2022 TSR PRSU awards for the period January 1, 2022 through December 31, 2024. The Company’s relative TSR percentile rank compared to the Russell 2000 was 22 nd percentile, resulting in 0% of the 2022 TSR PRSUs being earned.

The Talent and Compensation Committee also reviewed the Company’s year-over-year adjusted EBITDA performance results approving an accrual of 0% of the target number of PRSUs allocated for the two-year period of 2023 and 2024 under the Company’s 2022 Adjusted EBITDA Performance PRSU awards, and accordingly approved the issuance of 66% of the target number of PRSUs.

​

(1)

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

​

Additional Compensation Practices

Other Compensation Elements

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 (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, other than the Absolute TSR and Two-Year RSU 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.

Perquisites

In addition to the benefits described above, the Company reimburses each named executive officer up to $25,000 in connection with annual expenses incurred in connection with financial, estate planning and personal health and wellness services. The Talent and Compensation Committee approved this limited perquisite to attract and retain talent and provide market competitive compensation. The Talent and Compensation Committee believes that its approval of this perquisite remains consistent with the Company’s philosophy and commitment to align pay with performance.

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

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. These requirements and policies are contained in the Corporate Governance Guidelines posted on the Company’s website.

Named executive officers who have not met the equity ownership requirements are required to retain 50% of net vested shares from equity awards issued subsequent to the initial assessment of ownership until they have reached the requirements. As noted below, as of March 4, 2025, none of our named executive officers met the ownership requirements. However, all of our named executive officers are in compliance with our ownership guidelines through retention of at least 50% of the net vested shares from equity awards issued.

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

(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.

​

(3)

Mr. Scott joined the Company on November 21, 2024, and does not yet meet the required equity ownership as a multiple of his base salary.

​

(4)

Mr. Hagan joined the Company on June 27, 2018, and does not yet meet the required equity ownership as a multiple of his base salary.

​

(5)

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.

​

Clawback Policy

The Company has adopted 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 NYSE.

Under the Company’s Compensation Recoupment Policy, if we are required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, we will seek recoupment of all incentive-based compensation received by a current or former executive officer (i) on or after December 1, 2023, (ii) after beginning service as an executive officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any incentive-based Compensation, and (iv) during the three completed fiscal years of the Company immediately preceding the Restatement Date.

In addition, in the event that the Talent and Compensation Committee concludes that an executive officer engaged in fraud, embezzlement, or intentional breach of Company policy that is materially detrimental to the Company, as determined by the Committee in its sole discretion, the Committee may, in its sole discretion, request repayment or return of incentive-based compensation, as well as (i) the portion of an annual bonus, if any, that is not based upon the attainment of a financial reporting measure and (ii) equity compensation awards that do not contain vesting terms based on the attainment of a financial reporting measure, which includes time-based awards, for the three completed fiscal years of the Company immediately preceding the date the Committee concludes an Executive Officer engaged in fraud, embezzlement, or intentional breach of Company policy that is materially detrimental to the Company. The Committee shall have the discretion to determine the amount of incentive-based compensation and/or additional compensation to be recovered as well as the manner, method and timing of such recovery.

If we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws caused by misconduct, we can seek recoupment from all of our current or former executive officers who participated in the misconduct of:

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

​

any profits realized by such individuals from the sale of securities of the Company during that 12-month period.

​

No Pledging or Hedging Policy

Our Corporate Governance Guidelines prohibit named executive officers (and directors) from pledging, hypothecating, or otherwise placing a lien on any shares of our Common Stock (or any other equity interests) that they own.