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
Refreshment
| | 03 | | | Board and Committee Self-Evaluation Process | |
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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.
| | 04 | | | Refreshment | |
|---|---|---|---|---|---|
| | Board Refreshment and Board Tenure Policy | | |||
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 have served less than six (6) years, and together our independent director nominees have an average aggregate tenure of six (6) years. Each of the directors that we have added to the Board over the past six (6) years has brought additional skills and perspectives to the Board, as set forth below, and strengthened the Board’s ability to support and oversee the Company’s long-term strategic objectives.
2025 NEW DIRECTOR NOMINEE
| | Celia P. Huber | | | |
|---|
In 2025, upon the recommendation of our Governance and Compliance Committee, our Board decided to nominate Celia P. Huber for election as a director at our Annual Meeting. Ms. Huber brings more than 30 years of experience advising publicly-traded companies, not-for-profit organizations as well as governmental organizations on strategic initiatives, including market entry, M&A, growth strategies and governance, with a specific focus in the healthcare sector. Ms. Huber is a senior partner at McKinsey & Company, where she leads the North American board services practice.
Board Tenure Policy
Our Board’s average 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.
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 aggregate tenure for independent board directors of less than ten (10) years. The average aggregate tenure for our Board’s independent director nominees is six (6) years.
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