AMN HEALTHCARE SERVICES INC
For the period ended May 2, 2025. Filed Mar 18, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 2, 2025 · Filed Mar 18, 2025
Contents
Pay Versus Performance
We calculated our median employee’s annual total compensation using the same SEC rules we use for calculating the annual total compensation of our named executive officers, as set forth in the Summary Compensation Table above. In 2024, the annual total compensation of our median employee was $83,818, and our CEO’s annual total compensation was $9,562,742, of which $8,334,805 was variable compensation based on the performance of the Company. The resulting ratio of the annual total compensation of our median employee compared to the total annual compensation of our CEO in 2024 was 114:1.
The pay ratio was calculated in accordance with SEC rules based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company’s pay ratio as disclosed above.
Pay Versus Performance
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (each, a “PEO” and, collectively, our “PEOs”) and our Named Executive Officers, other than the PEO (“Non-PEO NEOs”) and Company performance for the five fiscal years listed below. The Talent and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
| Year · · · Summary Compensation Table Total for First PEO(1)($) · · · Summary Compensation Table Total for Second PEO(1)($) · · · Compensation Actually Paid to First PEO(1)(2)(3)($) · · · Compensation Actually Paid to Second PEO(1)(2)(3)($) · · · Average Summary Compensation Table Total for Non-PEO NEOs(1)($) · · · Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3)($) · · · Value of Initial Fixed $100 Investment based on:(4) · · · Net Income($ Millions) · · · Pre-Bonus Adjusted EBITDA(5)($ Millions) · | |||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · TSR ($) · · · Peer Group TSR($) · | |||||||||||||||||||||||||||||||
| 2024 | | | – | | | 9,562,742 | | | – | | | 276,661 | | | 2,830,647 | | | 554,387 | | | 38.39 | | | 126.92 | | | -188 | | | 347 | |
| 2023 | | | – | | | 6,660,480 | | | – | | | 3,630,680 | | | 2,044,022 | | | 623,319 | | | 120.17 | | | 124.34 | | | 211 | | | 583 | |
| 2022 | | | 8,468,824 | | | 3,305,296 | | | 7,987,377 | | | 2,823,763 | | | 2,904,018 | | | 3,534,932 | | | 165.01 | | | 118.22 | | | 444 | | | 847 | |
| 2021 | | | 9,472,551 | | | – | | | 22,502,459 | | | – | | | 2,972,826 | | | 3,451,653 | | | 196.32 | | | 147.19 | | | 327 | | | 660 | |
| 2020 | | | 6,025,299 | | | – | | | 8,091,337 | | | – | | | 1,874,937 | | | 1,760,065 | | | 109.53 | | | 133.81 | | | 71 | | | 335 | |
(1)
Susan Salka was our PEO in 2020, 2021, and 2022. Cary Grace was our PEO in 2022, 2023, and 2024. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
| | 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Brian M. Scott | | | Brian M. Scott | | | Jeffrey R. Knudson | | | Jeffrey R. Knudson | | | Mark C. Hagan | |
| | Ralph S. Henderson | | | Christopher S. Schwartz | | | Mark C. Hagan | | | Mark C. Hagan | | | Whitney M. Laughlin | |
| | Mark C. Hagan | | | Jeffrey R. Knudson | | | Denise L. Jackson | | | Denise L. Jackson | | | Brian M. Scott | |
| | Denise L. Jackson | | | Mark C. Hagan | | | | | | Whitney M. Laughlin | | | Jeffrey R. Knudson | |
| | | | | Denise L. Jackson | | | | | | | | | | |
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs during the applicable year. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.
| Year | | | Summary Compensation Table Total for Cary Grace ($) | | | Exclusion of Stock Awards for Cary Grace($) | | | Inclusion of Equity Values for Cary Grace($) | | | Compensation Actually Paid to Cary Grace($) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | | | 9,562,742 | | | (7,871,055) | | | (1,414,264) | | | 276,661 | |
| Year | | | Average Summary Compensation Table Total for Non-PEO NEOs($) | | | Average Exclusion of Stock Awards for Non-PEO NEOs($) | | | Average Inclusion of Equity Values for Non-PEO NEOs($) | | | Average Compensation Actually Paid to Non-PEO NEOs($) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | | | 2,830,647 | | | (2,289,309) | | | 13,049 | | | 554,387 | |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Cary Grace($) | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Cary Grace($) | | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Cary Grace($) | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Cary Grace($) | | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Cary Grace($) | | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Cary Grace($) | | | Total – Inclusion ofEquity Values for Cary Grace($) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | | | 1,246,748 | | | (2,278,924) | | | – | | | (382,088) | | | – | | | – | | | (1,414,264) | |
| Year | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs($) | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs($) | | | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs($) | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs($) | | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs($) | | | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs($) | | | Total – Average Inclusion ofEquity Values for Non-PEO NEOs($) | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | | | 843,822 | | | (277,877) | | | – | | | (116,279) | | | (436,617) | | | – | | | 13,049 | |
(4)
The Peer Group TSR set forth in this table utilizes the S&P Health Care Services Select Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P Health Care Services Select Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined pre-bonus adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. Pre-bonus adjusted EBITDA is a non-GAAP financial measure. More information on the calculation of pre-bonus adjusted EBITDA and a reconciliation of 2024 net income to pre-bonus adjusted EBITDA can be found at Exhibit A to this proxy statement.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for the Company and the S&P Health Care Services Select Industry Index.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the five most recently completed fiscal years.
Relationship Between PEO and Other NEO Compensation Actually Paid and Pre-Bonus Adjusted EBITDA
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our pre-bonus adjusted EBITDA during the five most recently completed fiscal years.
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2024 to Company performance. The measures in this table are not ranked.
| | | Pre-Bonus Adjusted EBITDA Adjusted EBITDA Performance Relative TSR | | |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.