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A Letter from our Independent Board Chairman and our CEO

Douglas D Wheat Chairman of the Board		Susan R. Salka President & Chief Executive Officer

	Page
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT SUMMARY	1
PROPOSAL 1: ELECTION OF OUR DIRECTORS	6
CORPORATE GOVERNANCE	17
Overview of Our Corporate Governance Program	17
Our 2018 Shareholder Outreach Summary	19
Our Culture, Ethics, Engagement and Governance Guidelines	20
Our Corporate Social Responsibility Program	21
Our Board's Role in Risk Oversight	23
Director Independence	26
Board Leadership Structure	26
Our Board's Policy on Conflicts of Interest and Related Party Transactions	27
Our Board’s Aggregate Tenure Policy	27
Board Meetings and Annual Meeting Attendance by Board Members	27
Committees of the Board	28
Executive Sessions of Non-Management Directors	31
Communications with the Board of Directors	31
DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES	32
Director Cash Compensation	32
Director Equity Compensation	32
Director Compensation Table	33
Director Equity Ownership Requirement	33
COMPENSATION DISCUSSION AND ANALYSIS	34
Introduction	34
Executive Summary	34
Response to 2018 Say-on-Pay-Vote	39
Our Compensation Program Philosophy and Objectives	39
Our Compensation Program Oversight	41
Components of Our Compensation Program	43
Our 2018 Compensation Program and Results	46
Equity Ownership Requirements, Clawback and No Pledging Policies	52
Tax Deductibility of Executive Compensation	53
Overview of Our 2019 Executive Compensation Program	53
COMPENSATION COMMITTEE REPORT	55
EXECUTIVE COMPENSATION DISCLOSURE	56
Our Non-Director Executive Officers	56
Summary Compensation Table	57
Grants of Plan-Based Awards	59
Outstanding Equity Awards at Fiscal Year End	60
Option Exercises and Stock Vested	62
Nonqualified Deferred Compensation	62
Termination of Employment and Change in Control Arrangements	63

	Page
CEO PAY RATIO	67
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION	68
REPORT OF THE AUDIT COMMITTEE	69
PROPOSAL 3: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM	70
PROPOSAL 4: SHAREHOLDER PROPOSAL	71
SECURITY OWNERSHIP AND OTHER MATTERS	73
Security Ownership of Certain Beneficial Owners and Management	73
Section 16(a) Beneficial Ownership Reporting Compliance	75
Stockholder Proposals for the 2020 Annual Meeting of Stockholders	75
Annual Report	75
Delivery of Proxy Statement, Annual Report or Notice of Internet Availability	75
Other Business	75
GENERAL INFORMATION	76
EXHIBIT A: STOCKHOLDER NOMINEE REQUIREMENTS	A-1
EXHIBIT B: NON-GAAP RECONCILIATION	B-1

Meeting Date	Wednesday, April 17, 2019
Time	8:30 a.m. (Central Time)
Location	8840 Cypress Waters Blvd., Suite 300 Dallas, Texas 75019
Record Date	Wednesday, February 20, 2019

(1)	elect eight directors nominated by our Board of Directors to hold office until our next annual meeting or until their successors are duly elected and qualified,

(2)	approve, by non-binding advisory vote, the compensation of our named executive officers,

(3)	ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019, and

(4)	transact such other business, including consideration of a shareholder proposal if properly presented, as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

YOUR VOTE IS IMPORTANT

WE URGE YOU TO VOTE BY TELEPHONE OR INTERNET, IF AVAILABLE TO YOU, OR IF YOU RECEIVE THESE PROXY MATERIALS BY MAIL, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY. PLEASE NOTE THAT IF YOUR SHARES ARE HELD BY A BANK, BROKER, OR OTHER RECORDHOLDER AND YOU WISH TO VOTE THEM AT THE MEETING, YOU MUST OBTAIN A LEGAL PROXY FROM THAT RECORDHOLDER.

PROXY STATEMENT SUMMARY

(1)	More information on adjusted EBITDA, which refers to our adjusted earnings before interest, taxes, depreciation and amortization, and a reconciliation of adjusted EBITDA to our 2018 net income can be found at Exhibit B to this proxy statement (page B-1).

(2)	The total returns reflected are as of December 31, 2018 and calculated by combining share price appreciation and dividends paid to show the total return to shareholders expressed as an annual percentage. Sources include: S&P Dow Jones Indices and FactSet.

AMN HEALTHCARE SERVICES, INC.

2019 Proxy Statement

1

PROXY STATEMENT SUMMARY

Name		Age		Director Since		Professional Background		Board Committees
Mark G. Foletta		58		2012		Executive Vice President and Chief Financial Officer, Tocagen Inc.		Audit (Chair)
R. Jeffrey Harris		64		2005		Former Of Counsel at Apogent Technologies, Inc.		Corporate Governance & Compliance; Compensation
Michael M.E. Johns, M.D.		77		2008		Professor in the School of Medicine, Emory University		Corporate Governance                              & Compliance (Chair); Compensation
Daphne E. Jones		60		2018		Former Senior Vice President – Digital/Future of Work, GE Healthcare		Audit
Martha H. Marsh		70		2010		Former President and CEO, Stanford Hospital and Clinics		Compensation (Chair); Corporate Governance & Compliance
Susan R. Salka		54		2003		Chief Executive Officer and President, AMN Healthcare Services, Inc.		Executive
Andrew M. Stern		69		2001		Senior Counsel, Sunwest Communications, Inc.		Corporate Governance   & Compliance; Audit
Douglas D. Wheat		68		1999		Managing Partner, Wheat Investments, LLC		Board (Chairman); Executive

2

AMN HEALTHCARE SERVICES, INC.

2019 Proxy Statement

PROXY STATEMENT SUMMARY

Practice	Description
Balanced Approach to Performance- based Pay	Performance-based awards are tied to the achievement of financial objectives, including revenue, adjusted EBITDA and total shareholder return, as well as strategic leadership objectives
Three-Year Performance Periods and Vest Schedules	The performance periods and vest schedules for our equity awards span three years 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
CEO Compensation at Risk	In 2018, approximately 78% of our CEO's target compensation was variable and at risk
Equity Ownership Guidelines	CEO 5x salary Named executive officers 2x salary Other members of the CEO Committee (CEO’s direct reports) 1.5x salary
Executive Compensation Philosophy	We have an Executive Compensation Philosophy that clearly articulates our commitment to equal pay principles and promoting a values-based culture
"Double-Trigger" Change-in-Control Arrangements	Beginning in 2019, our equity agreements include "double-trigger" mechanisms to align with our executive severance agreements, which have historically included double-trigger" mechanisms

AMN HEALTHCARE SERVICES, INC.

2019 Proxy Statement

3

PROXY STATEMENT SUMMARY

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
Director Resignation Policy	Our Director Resignation Policy requires an incumbent director to tender his or her resignation if he or she receives more votes “Against” his or her election than votes “For” his or her election in an uncontested election. The Corporate Governance and Compliance Committee and the Board would then consider and take appropriate action on such offer of resignation in accordance with this Policy
Board Aggregate Tenure Policy	Our Board has committed that, commencing in 2020, it will maintain an average tenure for independent board directors of less than ten years
No “Poison Pill”	We do not currently have a stockholder 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 that find such action is consistent with the exercise of their fiduciary responsibilities
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 provide us an opportunity 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, when appropriate, shareholder feedback

4

AMN HEALTHCARE SERVICES, INC.

2019 Proxy Statement

PROXY STATEMENT SUMMARY

WHEN		WHERE
Wednesday, April 17, 2019 at 8:30 a.m. Central Standard Time		8840 Cypress Waters Blvd., Suite 300 Dallas, Texas 75019

ONLINE	CALL	MAIL	IN PERSON
www.proxyvote.com	1 (800) 690-6903	c/o Broadridge 51 Mercedes Way Edgewood, NY 11717	8840 Cypress Waters Blvd., Suite 300     Dallas, TX 75019
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 16, 2019.	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 16, 2019.	If you receive printed copies of our proxy materials, please mark, date and sign your proxy card per the instructions and return it by mail in the pre-addressed envelope provided with your proxy materials. The proxy card must be received prior to the 2019 Annual Meeting to be counted.	In person at the 2019 Annual 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.

Item		Description of Proposal		For		Against		Page
1		Election of eight director nominees						6
2		Approval, on an advisory basis, compensation of our named executive officers						72
3		Ratify the appointment of the independent auditor						74
4		Shareholder proposal – Enhance Shareholder Proxy Access						75

AMN HEALTHCARE SERVICES, INC.

2019 Proxy Statement

5

PROPOSAL 1: ELECTION OF OUR DIRECTORS

 

 

Board Nominee Composition

 

 

 

 

 

Our Nominees for the Board of Directors

 

 

 

 

 

 

 

 

 

 

 

 

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Our Directors’ Skills Matrix

 

 

 

 

 

 

 

 

 

 

 

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RETIRING DIRECTOR

 

We would like to recognize and thank Mr. Weaver, who is not standing for re-election, because he will be retiring from the Board effective upon the conclusion of our Annual Meeting.

 

 

 

 

 

 

 

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CORPORATE GOVERNANCE

 

Overview of Our Corporate Governance Program

 

Our Board and executive leaders are stewards of the interests of our shareholders and believe that strong and effective corporate governance is essential to our success. A cornerstone of our corporate governance program is transparent disclosure to our shareholders on a consistent basis. Our approach integrates all components of effective governance, including a strong ethical culture, a comprehensive enterprise risk management program, an ongoing shareholder engagement program, sound financial, regulatory and legal compliance functions and corporate social responsibility. Our holistic strategy focuses on delivering long-term shareholder value and has been recognized as producing the highest standards of governance. AMN supports and follows the Investor Stewardship Group’s (“ISG”) Corporate Governance Framework for U.S. Listed Companies. Below is an illustration how certain of our governance practices directly support each of the ISG principles.

 

 

 

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In addition to the highlights summarized above, we regularly review, benchmark and update our current corporate governance policies and procedures to ensure best practices. Below are some examples of steps we have taken in an effort to continually evolve our governance program:

 

 

 

 

 

 

 

 

 

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Our 2018 Shareholder Outreach Summary

 

 

We understand that we must earn and maintain our shareholders' continued support throughout the year by adhering to the highest standards of governance and corporate social responsibility. In 2016, we initiated a formal shareholder corporate governance outreach program to supplement our financial-related outreach and engage our shareholders on governance topics most important to them. Since then, our engagement efforts have evolved into a robust program with a customized approach to each shareholder. We believe this facilitates more meaningful and ongoing dialogue on topics that allow us to work with our shareholders to build stronger relationships and a more successful company.

 

With a formal outreach strategy and clear objectives in place, we sent letters to over 25 of our top shareholders in August of 2018, representing approximately 70% of our outstanding Common Stock. We appreciate the opportunity to touch base with our shareholders, and we continue to find our meetings to be enlightening and productive. Each shareholder we met with expressed appreciation for our proactive interest in their views, and we certainly appreciated the time they took to share their thoughts with us. Collectively, our discussions centered around the following topics:

 

 

Although each shareholder’s particular focus was slightly different, our mission, long-term strategy, pay for performance approach to executive compensation and emphasis on corporate governance and social responsibility were well received. One of the focuses of our engagement with a large shareholder is tackling gender pay equality in the U.S. healthcare system, and we look forward to continuing our engagement on this front. Further information surrounding our shareholder engagement program is formalized in our Governance Guidelines and posted on our Company website at www.amnhealthcare.investorroom.com/governance-guidelines. In 2018, we redesigned our website to reflect a modernized style that is simple, more engaging and easier to navigate.

 

The chart on the following page summarizes some of the specific actions our Board took in 2018 in response to feedback received from shareholders.

 

 

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Our Culture, Ethics, Engagement and Governance Guidelines

 

 

 

 

 

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Our Corporate Social Responsibility Program

 

 

 

We are committed to establishing an industry-leading CSR program. Our strategy integrates relevant environmental, social and governance (“ESG”) criteria to better manage risk and generate sustainable, long-term value for our shareholders, clients, healthcare professionals and team members. Our Board recognizes the integral role that our corporate purpose and culture plays in the Company’s long-term success, and we believe our ability to proactively manage relevant risks and opportunities demonstrates the effective leadership and governance principles that long-term investors desire.

 

In 2018, we enhanced our human capital management strategy by focusing on diversity and promoting an inclusive culture that respects all voices and reflects our core values. Our multifaceted Diversity, Equality and Inclusion program focuses on the workplace, workforce and marketplace. In 2019, we enhanced the Company’s core values to reflect this commitment, because we believe diversity, equality and inclusion should be part of the foundation upon which our core values are built.

 

 

 

 

 

Corporate Social Responsibility

 

 

 

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Our commitment to building an industry-leading CSR program is demonstrated by our overall “AA” ESG rating from MSCI ESG Research, placing us in the top 15% of companies within our industry. By taking an integrated approach that focuses on both opportunities and risks, we believe our efforts to date and evolving CSR strategy allows us to proactively address key reputational and operational risks that threaten the sustainability of our business. The illustration below provides a summary of some of the CSR-related efforts we have taken to mitigate ESG risks that are relevant to our business. To learn more about our sustainability efforts, please visit our Company website where we have our first annual publication of a Global Reporting Initiative compliant Corporate Social Responsibility Report posted at www.amnhealthcare.com/csr.

 

 

 

 

 

 

 

 

 

 

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Our Board's Role in Risk Oversight

 

 

The Board as a whole is responsible for overseeing our risk exposure as part of determining a business strategy that generates long-term shareholder value. The Board shapes our enterprise-wide risk capacity, appetite and tolerance levels that provide the foundation for our overall business strategy and direction, and believes that overseeing processes for assessing and managing the various risks we face is one of its most important responsibilities to our stakeholders.

 

Indeed, purposeful and appropriate risk-taking in certain areas is important for us to be competitive and to achieve our long-term goals. Our enterprise risk governance framework reflects a collaborative process whereby the Board, executive management and other team members apply a consistent, rigorous approach to our strategic planning and operational decisions across the Company that is designed to balance the opportunities and threats to our business and consider the steps we are willing to take to capitalize on any business opportunities while mitigating against the key risks. The Board believes that oversight of risk management is a vital element of its responsibility. As a result, it meets with executive management at regular Board meetings and, if necessary, at other times to discuss the strategy and success in addressing our identified key risks.

As part of our annual strategic planning process, we maintain an Enterprise Risk Management Committee that assists the Board in identifying key risks. We typically focus on five to seven risks annually, which may relate to, among other things, business operations, competitive landscape, engagement and retention of quality healthcare professionals, talent management, technology systems, security and innovation. The Enterprise Risk Management Committee also assists the Board in determining our risk tolerance in light of our (1) existing risk capacity, (2) appetite, if any, to take on additional risk or lessen our risk, (3) risk velocity and (4) mitigation factors. The Board’s determination of our key risks and our tolerance for each ultimately influence how we operate our business, including how we marshal our resources and make strategic and operational decisions.

To ensure that the Company operates within its risk appetite, executive management and other leaders establish and support a culture of integrity, ethical behavior and risk awareness for our team members. We also have designed and maintain internal processes and an internal control environment that further facilitates the identification and management of risks.

In addition to the foregoing, each of the Board’s standing committees' responsibilities are designed to focus attention on risk areas implicated by its area of expertise, and each committee reports regularly to the Board on its identification and assessment of such risks. All committees play significant roles in carrying out the risk oversight function that typically focus in their areas of expertise. Below is an illustration of which committees, or the full Board, are responsible for overseeing the Company's key risks identified by the Board.

 

 

 

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AUDIT COMMITTEE RISK OVERSIGHT

The Audit Committee assists the Board in fulfilling its oversight responsibilities of our compliance with financial ethical requirements and certain other financially-related rules and regulations, as well as our processes to manage our business, financial, technology security and enterprise risk. In performing these functions, the Audit Committee meets periodically with the independent auditor, management, and internal auditors (including in private sessions) to review their work and confirm that they are properly discharging their respective responsibilities.

Among other things, the Audit Committee’s responsibilities include:

In 2018, the Company did not identify any significant deficiencies or material weaknesses in our internal controls. In addition, the Audit Committee determined that our processes to manage our enterprise, business and financial risks are effective and comply with legal requirements, our policies and ethics.

 

COMPENSATION AND STOCK PLAN COMMITTEE OVERSIGHT

The Compensation and Stock Plan Committee (the “Compensation Committee”) is responsible for analyzing the risks associated with our compensation practices. Among other things, the Compensation Committee’s responsibilities include:

Risk Related to Executive Compensation

The Compensation Committee designs our incentive compensation to reward officers and other key employees for committing to and delivering on financial goals that we believe are challenging, yet (i) reasonably achievable, (ii) require revenue and profitability performance to reach the target level, and (iii) require significant revenue and profitability growth to reach the maximum level. The financial performance required to reach the maximum level of compensation is developed within the context of budget planning and, while difficult to achieve, is not viewed to be at such an aggressive level that it would induce bonus-eligible employees to take inappropriate risks that could threaten our financial and operating stability.

 

 

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The Compensation Committee has reviewed our material cash incentive plans, which fall into two types: (1) those for front line sales production employees and (2) those for our leadership teams. The front line sales incentive plans typically provide incentives based on monthly or quarterly financial or individual and team operational metrics and include monthly or quarterly payouts. Roughly two-thirds of our sales team members participate in one of our approximately 50 sales incentive plan structures. The leadership plans use annual financial targets based on consolidated and/or division metrics as well as individual leadership and performance considerations with annual payouts. We have internal controls over financial reporting and the measurement and calculation of compensation goals and other financial, operational and compliance policies and practices that are designed to keep these compensation programs from being susceptible to manipulation by any employee, including our named executive officers.

The Compensation Committee considers the risks associated with the compensation plans in light of several factors, including (1) the amount of incentive compensation paid to a particular group as a percentage of total incentive cash paid and as a percentage of division and/or consolidated revenue, gross profit and adjusted EBITDA, (2) the number of plan participants in any particular plan as a percentage of total incentive plan participants, and (3) the amount of target incentive compensation per individual plan participant, which typically ranges from 10% to 80% of total compensation (and can range from approximately 61% to 78% of the named executive officers’ total compensation).

The Compensation Committee believes the use of a long-term incentive award program with targets that span a three-year performance period balances risk and reward by discouraging excessive risk that could threaten our long-term value, but at the same time encourages innovation to build our value in the short- and long-term. The Compensation Committee also reviews our program for design features that have been identified by experts as having the potential to encourage excessive risk-taking, such as: (A) too much focus on equity, (B) compensation mix overly weighted toward short-term results, (C) highly leveraged payout curves and steep payout cliffs at specific performance levels that could encourage short-term actions to meet payout thresholds, and (D) unreasonable goals or thresholds. After its consideration of the foregoing factors, the Compensation Committee has determined that our compensation programs and policies do not create risks that are reasonably likely to have a material adverse effect on us.

CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE OVERSIGHT

The Governance and Compliance Committee considers the risks associated with our corporate governance practices, leadership succession process, ethics and compliance programs, including our healthcare, clinical and employment regulatory compliance practices, and quality programs. Among other things, the Governance and Compliance Committee’s responsibilities include:

The Governance and Compliance Committee reviews the Company's practices and approach with respect to corporate governance and regulatory compliance to ensure that its corporate governance and compliance structures provide a foundation for achieving long-term shareholder value. This responsibility goes hand in hand with its oversight of the Company's leadership succession process to not expose the Company to leadership gaps and the consequences flowing from such gaps.

 

 

 

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The Governance and Compliance Committee also reviews and discusses with our management relevant quality metrics, performance improvement, compliance with certification standards and related laws and regulations as well as our enterprise risk management processes relating to the quality of our services and compliance with regulatory requirements.  The Governance and Compliance Committee believes the Company's sound corporate governance practices, ethics and compliance infrastructure, comprehensive leadership success program and extensive quality programs are designed to shield the Company from risk that is reasonably likely to have a material adverse effect on us.

 

 

Director Independence

 

 

 

 

Board Leadership Structure

 

 

 

 

 

 

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Our Board's Policy on Conflicts of Interest and Related Party Transactions

 

 

 

 

Our Board's Aggregate Tenure Policy

 

In February 2019, our Board adopted an aggregate board tenure policy that reflects its commitment to consistently evaluate the composition of our Board to ensure that it collectively possesses the necessary experience, skills, knowledge, and level of engagement necessary to serve the best interests of our shareholders.  The terms of the following policy were 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 believes that directors should not expect to be re-nominated annually. In determining whether to recommend a director for re-election, the Governance and Compliance Committee considers the needs of the Company and the diversity of the Board as a whole, the director’s participation in and contributions to the activities of the Board, the results of the annual Board evaluation and past meeting attendance.

 

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 provide value as the Company evolves. To achieve this balance, effective in 2020, the Board will maintain an average Board tenure for independent board directors of less than ten years.  

 

Board Meetings and Annual Meeting Attendance by Board Members

 

 

We expect each of our directors to attend each meeting of the Board and of the committees on which he or she serves. We also expect our directors to attend our annual meetings. Our Board has an excellent record of attendance and engagement. During 2018, the Board met six times, and took two actions by unanimous written consent. In 2018, no member of the Board attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she has been a director) and (ii) the number of meetings held by all committees of the Board (during the periods that he or she served on such committees). All of our then-serving directors attended our 2018 Annual Meeting of Shareholders.

 

 

 

 

 

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Committees of the Board

 

 

 

 

 

The table below provides current committee memberships and fiscal year 2018 committee meeting information:

 

 

 

 

 

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Executive Sessions of Non-Management Directors

 

The Board has executive sessions at each regularly scheduled Board meeting during the year, for which our management director, Ms. Salka, is not present.

 

Communications with the Board of Directors

 

The Board has established the following procedure for shareholders and other interested parties to communicate with members of the Board, the presiding director, or the independent directors as a group. All such communications should be addressed to the attention of our Corporate Secretary at our offices located at 12400 High Bluff Drive, Suite 100, San Diego, California 92130. The Corporate Secretary collects and maintains a log of each such communication and forwards any that the Corporate Secretary believes requires immediate attention to the appropriate members of the Board, who then determine how such communication should be addressed.

 

 

 

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DIRECTOR COMPENSATION

AND OWNERSHIP GUIDELINES

 

Members of the Board, who are not employees of the Company ("Independent Directors"), receive compensation for their service in the form of cash and equity. Each form of compensation is evaluated by the Compensation Committee on an annual basis. The Compensation Committee believes director pay should be aligned with the long-term interests of shareholders, so it has historically given substantial weight to the equity component, which represented approximately 64% of our Independent Directors median total compensation in 2018. As part of their annual review process, the Compensation Committee evaluates a variety of sources and benchmarks the compensation we pay our Independent Director's against our peer group and relevant market data. It also consults with an independent compensation consulting firm, Frederic W. Cook & Co., Inc., prior to issuing a recommendation to the Board, which it has historically done in April. Following this process provides the Compensation Committee with more visibility into director pay trends based on the most recently disclosed public filings of peer companies included in its analysis.

Director Cash Compensation

 

 

 

 

Director Equity Compensation

 

 

 

We typically grant full-value equity awards to non-management directors upon appointment or election to the Board, and annually thereafter during the director’s term. We anticipate that we will continue to grant annual equity awards to our independent non-management directors at some level for the foreseeable future. Since 2010, the aggregate grant date fair value (“AGD Fair Value”) of such equity awards has been approximately $135,000. In 2018, the value was increased by $5,000 to $140,000 to align with the market.

On April 18, 2018, each independent non-management directors received an equity award of 2,153 restricted stock units (“RSUs”). Our director’s RSU awards vest on the earlier of the one-year anniversary of the grant date or the 2019 annual meeting of shareholders, and each director was given the option to defer receipt of the shares underlying the RSUs until his or her separation of service.

 

 

 

 

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Director Compensation Table

 

 

The following table reflects compensation that our directors earned during fiscal year 2018. The table does not include Ms. Salka, who received no additional compensation for her service as a director.  

 

Director Equity Ownership Requirement

 

 

 

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Introduction

 

The following Compensation Discussion and Analysis, which we refer to as the CD&A, provides a detailed description of the objectives, philosophy, practices and programs that comprise our named executive officers’ total rewards program. It also explains how the Compensation Committee determines executive compensation under this program, as it takes great care in the development and refinement of a total rewards program that reflects its stewardship responsibility to AMN's shareholders while simultaneously ensuring the availability of talent to lead our organization to achieve our strategic goals.

More specifically, this CD&A provides clear details related to each of the following aspects of the total rewards program that has been designed for our named executive officers: (1) the objectives and philosophy, (2) the processes and criteria in place for proper oversight, (3) the components of our named executive officers’ total rewards program, and (4) how each component fits into our Compensation Committee's overall objective to support the Company's business strategy.

The Compensation Committee believes that our named executive officers are collectively a strong, valuable, experienced, skilled and innovative team, with a passion for the Company, its core values and delivering sustainable, long-term returns for our shareholders.  Our named executive officers for the 2018 fiscal year are listed below.

 

Executive Summary

 

 

 

 

 

 

 

 

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Below is a summary relating to our named executive officers’ total rewards compensation program.

 

 

 

 

 

 

 

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The following charts compare our year-over-year performance on key financial metrics that we utilized in making compensation decisions for our named executive officers in 2018.

 

 

________________________________________________________________________________________________

(2)	For information on adjusted EBITDA, which means adjusted earnings before interest, taxes, depreciation and amortization, and a reconciliation of it to our 2018 net income, please see Exhibit B to this proxy statement (page B-1).

At our 2018 Annual Meeting of Shareholders held on April 18, 2018, we received more than 94% support on our “say-on-pay” proposal regarding the compensation of our named executive officers identified in our 2018 proxy statement. Our compensation program has remained consistent with that set forth in our 2018 proxy statement. We believe the following four themes remain important among our investors: (1) compensation should correlate to company performance, (2) performance awards should constitute an important component of long-term incentive awards, (3) performance measures beyond total shareholder return should be considered, and (4) variable compensation should be designed to motivate, reward and retain executives.

The Compensation Committee believes that our executive compensation program in 2018 satisfied each of the four themes identified above. In 2018, the Compensation Committee took the following actions:

 

 

(1)

Continued to use performance restricted stock units tied to total shareholder return and financial goals (i.e., adjusted EBITDA) over a three-year period,

(2)

Established goals of 4.9% and 5.1% year-over-year consolidated revenue and adjusted EBITDA growth, respectively, that we needed to satisfy in order for the named executive officers to receive their target bonuses,

(3)

Slightly adjusted base salaries upward to more closely align with industry and peer group pay practices and to reward strong performance,

(4)

Slightly adjusted target bonus percentages upward to more closely align with industry and peer group practices, and to more closely tie pay with performance; and

(5)

Continued to reward named executive officers for strong financial, operational and common stock performance through the use of reasonable, competitive amounts of incentive based compensation.

A guiding principle of our Executive Compensation Philosophy is that compensation realized by executives should generally reflect the individual skills and contributions of the executive in achieving the strategic, financial and operational goals of the Company and the leadership they demonstrate in promoting our values-based culture. Additionally, corporate governance best practices, input received from shareholders through our engagement discussions and the annual shareholder advisory vote on executive compensation are also considered in the design of our executives total rewards package. Our philosophy embraces the following principles, which the Compensation Committee sets forth in its Executive Compensation Philosophy, and is available in the “Corporate Governance" section under the "Investor Relations" tab of our Company's website at www.amnhealthcare.com.

•	Pay-for-performance, with variable pay constituting a significant portion of total compensation,

•	Create commonality of interest between our executives and shareholders by tying realized compensation directly to changes in shareholder value,

•	Focus on propelling growth in the attainment of our short- and long-term financial and strategic objectives,

•	Reward our executives for long-term improvement in shareholder value,

•	Provide equal pay based on performance without regard to legal status and classification,

•	Attract, retain and motivate highly skilled and innovative executives that embrace and promote AMN's values-based culture that fosters innovation, diversity and inclusion,

•	Build a strong talent base to reinforce our succession plan objectives,

•	Be competitive with companies in our peer group,

•	Maximize the financial efficiency of the overall program from, including but not limited to tax, accounting, and cash flow perspectives, and

•	Ensure that corporate governance practices and the impact of our say-on-pay proposals are upheld.

With these principles as our foundation, we have designed and continually evaluate and modify, as necessary, our executive compensation program to support our strategic objectives of achieving above-market growth in revenue and profitability by (1) being the leader and innovator in healthcare workforce solutions and staffing services, (2) growing our overall revenue mix from workforce solutions and technology and (3) delivering a superior customer experience through operational excellence and agility.

The primary components of our executive compensation program - (1) base salary, (2) annual cash performance bonuses, and (3) long-term equity incentive awards - reflect the implementation of our executive compensation philosophy. The Compensation Committee is provided with benchmarking information of each of these components at the 25th percentile, the median and 75th percentile utilizing companies, including all members of our peer group, that are similar to us in terms of business type, revenue and market capitalization. The Compensation Committee considers benchmarking data as a reference point rather than determinative data. Compensation for specific individuals may vary, sometimes significantly, upward or downward from the median for individual named executive officers based on, among other things, individual performance, tenure, experience, scope of responsibilities, internal parity considerations, the recommendations of our CEO (for compensation other than her own) and succession considerations.

BASE SALARY

We utilize base salary as an essential component of our executive compensation program. We utilize base salary to attract and retain talented executives and to provide them with a fixed base of cash compensation. As set forth below, we analyze a variety of factors in addition to peer group comparative information in setting salaries for our named executive officers.

CASH INCENTIVE PERFORMANCE BONUS

The principles associated with our performance-based compensation reflect a balance of objectives. Our annual cash incentive consists of (1) a financial performance component that we base solely on our annual operational results as measured against certain financial metrics, which we refer to as the Financial Component in this CD&A, and (2) a non-financial component (the “RP/Leadership Component”) that is based on, among other things, (A) our performance relative to our direct competitors and (B) individual leadership contributions. We focus the Financial Component on the achievement of financial targets set out in our annual operating plan that we set with the goal of achieving what we believe

constitutes above market performance in the healthcare workforce solutions industry. Because we base our annual operating plan on goals related to the execution of our operational and business strategies, the annual cash incentive plan supports the achievement of our strategic goals. The RP/Leadership Component of our annual cash incentive focuses on incentivizing both superior performance over our direct competitors as measured against certain financial metrics, achievement of a significant strategic and operational goals and effective leadership in line with our core values and executive leadership competencies. The Compensation Committee also considers relative and total shareholder return in determining our CEO’s award under the RP/Leadership Component.

LONG-TERM EQUITY INCENTIVES

We believe our long-term incentives should consist primarily of equity. We provide such incentives through our Equity Plan, which our shareholders last approved in April 2017. The principles guiding the design of our long-term incentive plans include utilizing long-term incentives to (1) align executive and shareholder interests, (2) enhance focus on improvements in operating performance and the creation of shareholder value, (3) drive achievement of our long-term strategic objectives, (4) support long-term retention of key contributors and (5) retain and motivate potential CEO successors. We also believe that the aggregate cost of long-term incentives should be reasonable in comparison to our peer group, should avoid excessive levels of shareholder value transfer in relation to our peer group and should be reasonable in cost in light of our annual and long-term operating plans.

With the foregoing principles in mind, our long-term incentive plan utilizes three primary vehicles for all named executive officers as follows:

✓

PRSUs Based on Total Shareholder Return. We utilize TSR PRSUs, the ultimate realizable value that depends on performance against two measures: (1) a relative basis (“Relative TSR”) against a broader market (companies in the Russell 2000 Index at the beginning of the performance period) and (2) an absolute total shareholder return basis (“Absolute TSR”). Because our TSR PRSU awards measure Relative TSR and Absolute TSR over a three-year period, we believe this type of award encourages longer-term strategic focus on the creation of shareholder value beyond execution of annual financial targets.

✓	PRSUs Based on Annual Adjusted EBITDA Margin. Our adjusted EBITDA PRSUs further incentivize our named executive officers to achieve certain adjusted EBITDA margin goals to support our strategic objectives.

✓	Time-Vested Restricted Stock Units. A common equity vehicle we utilize as part of our long-term incentive program to motivate our named

executive officers are time-vested restricted stock units that vest ratably over three years, with the ultimate value based on the price of our common stock. In addition to aligning the interests of our named executive officers with shareholders, we also believe these type of awards operate as a necessary and effective retention tool, which is consistent with our compensation principles and a common practice among our peers.

RESPONSIBILITIES OF THE COMPENSATION COMMITTEE

The primary responsibilities of the Compensation Committee include oversight of our executive compensation programs. Specifically, they include:

•	determining the compensation of our CEO and, in partnership with our CEO, establishing the compensation of all other executive officers, including salary, cash incentives and equity awards,

•	designing our incentive compensation programs and administering our Equity Plan and Bonus Plan,

•	establishing the financial metrics and performance targets under our incentive compensation programs, and

•	as set forth more fully above (see page 24 above), analyzing the risk associated with our compensation practices.

The Compensation Committee reviews all components of compensation of the named executive officers and other senior officers that directly report to our CEO on an annual basis and will consider changes at other times if a change in the scope of an officer’s responsibilities justifies such consideration. In so doing, the Compensation Committee uses the services of an independent compensation consultant, Frederic W. Cook & Co., and considers the analysis and advice of its compensation consultant in discharging its responsibilities. Representatives of Frederic W. Cook & Co. attend Compensation Committee meetings and have direct access to the Compensation Committee members without management involvement. The Compensation Committee has the sole authority to hire and terminate its compensation consultant.

The Compensation Committee generally conducts its salary and bonus structure review for a particular year in the last quarter of the previous year or early in the subject year. At that time, the Compensation Committee evaluates compensation by, among other

things, reviewing (1) peer benchmarking information relating to financial performance and compensation levels, (2) the individual’s performance, duties and experience, (3) analysis and advice from its compensation consultant, (4) our financial and operational performance, and (5) the recommendations of our CEO (who does not provide a recommendation for herself). With respect to our Bonus Plan, the Compensation Committee, as the administrator, designates which participants are eligible for an award and determines the performance criteria for the award each year. Prior to or at the beginning of each fiscal year, the Board sets financial targets for our performance. Thereafter, the Compensation Committee sets the range of financial performance and corresponding targets for the named executive officers’ cash incentive compensation under the Bonus Plan.

The Compensation Committee may also grant annual equity awards under our Equity Plan. In addition to annual grants, the Compensation Committee has granted equity awards to key employees upon their initial employment, promotion or as special retention awards. To further serve this purpose, the Board adopted our 2014 Employment Inducement Plan

under which we may issue up to 200,000 shares of our common stock to certain prospective employees. In the Compensation Committee’s discretion, it may authorize our CEO to grant equity awards to non-officer employees within certain individual and aggregate thresholds with the effective date of each such grant generally being the effective date of the grantee’s promotion or commencement of employment. The Compensation Committee reviews any awards granted by our CEO.

OUR 2018 PEER GROUP

The duties of the Compensation Committee require specific knowledge regarding the executive compensation market. Accordingly, to understand our position within the marketplace for management talent and to assist the Compensation Committee in making compensation decisions that will help attract and retain a strong management team, the Compensation

Committee reviews (1) compensation information for companies comparable in size and industry, (2) our financial performance against our internal financial targets, our designated peer group and the Russell 2000, and (3) internal compensation comparability among senior executives.

Because the Compensation Committee compares our performance against that of our peer group as part of its oversight responsibilities, it must determine our peer group. Indeed, the Compensation Committee believes that one of the most important factors it must consider in ensuring that our compensation program remains competitive, is the proper identification and selection of our peers, as we often compete for

executive talent with such peers. Accordingly, the Compensation Committee evaluates and modifies, as appropriate, the members of our peer group annually. We select peers from the healthcare, commercial and professional services industries, and target those companies operating in the healthcare and employment services, healthcare technology and diversified support services sectors. Like us, many of our peers are in both the S&P SmallCap 600 Index and the S&P Composite 1500 Index. Our 2018 peer group as determined by our Compensation Committee was as follows:

 

Our 2018 peer group ranged from approximately $776 million to $5.8 billion in revenues based on each peer’s most recently reported four fiscal quarters, and from approximately $265 million to $6.8 billion in market capitalization. For purposes of comparison, our consolidated revenue for our most recently reported last four fiscal quarters equaled $2.14 billion and our market capitalization as of December 31, 2018 equaled approximately $2.65 billion, placing us sixth in our 2018 peer group for revenue and eighth for market capitalization.

Annually, in July, the Compensation Committee evaluates our peer group for the upcoming year primarily using industry, annual revenue, market capitalization as well as competitors and other companies from whom the Company recruits talents.

During its evaluation, the Compensation Committee removed one company from our 2018 peer group, noting that Huron Consulting Group, Inc.'s revenues and market capitalization were no longer competitive because they fell below the 25th percentile of our 2018 peer group.

In determining an appropriate replacement, the Compensation Committee reviewed (1) our 2018 peer group, (2) peers utilized by Institutional Shareholder Services that were not in our 2018 peer group, (3) peers utilized by Glass Lewis that were not in our 2018 peer group, (4) companies that were not in our 2018 peer group that disclosed us in their proxy statement as part of their peer group, and (5) companies within our GICS code that met Institutional Shareholder Services’ recommended revenue and market capitalization band criteria. Based on its evaluation, the Compensation Committee made the following changes to our peer group effective for 2019:

 

 

 

 

BASE SALARY

Base salary serves as the first component of our executive compensation program. In setting base salaries, the Compensation Committee considers a number of factors, including:

(1)

the market salary for similarly situated executives within our peer group and other companies of similar revenue size and market capitalization,

(2)

our operational and financial performance,

(3)

our stock performance,

(4)

individual performance, skills, knowledge, tenure, experience and responsibilities, and

(5)

for those who report to her, the recommendations of our CEO.

We manage salary changes to fall within our annual budget. We evaluate our operational and financial performance in light of our annual internal objectives and our annual operating plan, the healthcare staffing industry performance and peer benchmarking data. We evaluate our stock performance against our peer group and the Russell 2000 Index. Our CEO bases her recommendations on the same factors the Compensation Committee considers, and her recommendations are particularly helpful for the Compensation Committee to evaluate the other executive officers’ performance, knowledge, skills, experience and responsibilities.

 

CASH INCENTIVE PERFORMANCE BONUS

Annual cash performance bonus opportunities serve as the second component of our executive compensation program. The Bonus Plan is the mechanism by which the Compensation Committee provides such opportunities. We intend our Bonus Plan to provide a strong incentive for our officers to achieve annual financial objectives that support our strategic objectives. Although certain details of the annual bonus incentive may change from year to year based upon the Compensation Committee’s focus, a few key components comprise its general structure, including specific financial goals based on our annual operating plan. The metrics typically include financial measures such as consolidated revenue and consolidated adjusted EBITDA. The Compensation Committee sets threshold, “target” (i.e., 100%) and maximum amounts for bonuses and a weight for each metric that corresponds to the level of achievement we require to trigger a threshold, target or maximum bonus for the named executive officer under such metric.

The threshold level for each metric typically starts at a minimum performance level (e.g., 90% of the targeted

consolidated adjusted EBITDA). The maximum bonus typically requires a performance level of 110% to 120% of the target amount for each metric. We have typically used incremental hurdles (usually 1% increments for adjusted EBITDA and one-half percent increments for revenue) of performance between the threshold level and the maximum level that increase the amount of bonus that can be earned on a straight-line basis depending on the hurdle ultimately achieved. A portion of the bonuses has been based on non-financial factors, such as performance relative to direct competition, leadership, achievement of strategic objectives and total shareholder return.

In setting each named executive officer’s target bonus, the Compensation Committee evaluates benchmarking data for comparable positions generally and within our peer group, the recommendations of our CEO (except with respect to her target bonus), individual performance, knowledge, experience and responsibilities, and the amount of the potential bonus under various performance scenarios. As with base salary, the Compensation Committee considers these factors in the context of each individual’s total cash compensation as well as the total compensation package (i.e., equity and cash) generally.

As set forth in our Executive Compensation Philosophy, the principles governing the annual design include the following:

(1)

the metrics must be tied to key indicators of our success and our annual objectives,

(2)

the performance goal must be reasonably achievable and viewed as fair, while at the same time encouraging stretch performance,

(3)

the metrics must be simple to understand and can be influenced by the subject executive,

(4)

the portion of an individual’s target annual cash compensation attributable to target annual bonus should increase with successively higher levels of responsibility, and

(5)

payouts should reflect our performance as well as the performance of the subject executive.

The Compensation Committee may amend the Bonus Plan at any time and may also amend any outstanding award granted under the Bonus Plan, provided it may not amend the Bonus Plan without the approval of our shareholders if the amendment would affect the tax deduction of payments made under it.

LONG-TERM INCENTIVES

Long-term incentives in the form of equity awards serve as the third component of our executive compensation program. Under our Equity Plan, we grant equity awards, with various vesting parameters, typically three years in length, to named executive

officers and key employees as an incentive to have a long-term perspective in supporting and developing our strategic objectives. We also use them as an employee retention tool. We utilize PRSUs as part of our long-term incentive structure to strengthen the performance-based component of the long-term incentive program. In 2018, we utilized TSR PRSUs and adjusted EBITDA PRSUs for performance-based equity for all of our named executive officers.

In general, we believe long-term equity incentive opportunities should be targeted to approximately the market median so that when combined with base salary and target annual bonus, total compensation falls around the median of market levels.

The following principles govern the design of our long-term incentives:

(1)

performance periods should cover multiple years to create balance between short- and long-term objectives,

(2)

long-term incentives should function to (a) align executive and shareholder interests, (b) enhance focus on improvements in operating performance and the creation of shareholder value and (c) drive achievement of our long-term strategic objectives,

(3)

awards should support long-term retention of key contributors through vesting,

(4)

aggregate annual share usage should be carefully managed to avoid excessive levels of shareholder value transfer in relation to those of our peer group, and

(5)

the aggregate cost of long-term incentives should be reasonable compared to members of our peer group, and the cost implications should be supported by our annual and longer-term operating plans.

RETIREMENT 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, which we refer to as the Deferred Compensation Plan in this CD&A, primarily as a result of a market review that indicated that a deferred compensation plan was a significant component of executive compensation. We exclude our named executive officers from participating in our 401(k) plan, primarily 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 management, including 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.

We also offer healthcare insurance and other employee benefit programs 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.

 

Our named executive officers’ 2018 direct compensation consisted of: (1) a base salary; (2) cash incentive bonus based on performance; (3) long-term equity incentives and (4) certain other additional compensation, such as matching deferred compensation contributions, which typically ranges in the aggregate from 1%-5% of our CEO’s total compensation. We discuss each component of our 2018 compensation program for our named executive officers in more detail below.

BASE SALARY

In late 2017, the Compensation Committee reviewed annual base salary levels for the named executive officers, and after careful consideration, approved increases effective January 1, 2018 ranging from five to seven percent from the previous year, as set forth in the table immediately to the right. In December 2018, the Compensation Committee considered base

salaries of our named executive officers for 2019. In making determinations, the Compensation Committee considers, among other things, peer group benchmarking, individual and company performance.

When benchmarking Ms. Salka’s 2018 base salary, it was below the median among other CEOs among our peers.

 

 

 

We believe that Ms. Salka’s 2018 dollar bonus target fell around the median among CEOs within our 2018 executive compensation peer group, which the Compensation Committee believed was appropriate as an incentive since Ms. Salka's base salary fell below the median.

Structure of Our Bonus Plan. In 2018, and consistent with previous years, the Financial Component of our bonus plan comprised 70% of our named executive officers' total target bonuses, and the RP/Leadership Component comprised the remaining 30%.

For 2018, the Compensation Committee tied the Financial Component of the bonus to the achievement of financial targets in our 2018 annual operating plan. At the time we established this plan, we believed that it reflected above market growth for our three business segments on a consolidated basis.

Rationale for Annual Bonus Performance Goals. The Compensation Committee has continued to utilize financial, relative performance and leadership goals in its annual incentive bonus program over the last several years, including 2018, for a variety of reasons. It chose revenue because it believes it remains one of the most reliable measurements to evaluate the success of our strategy, entry into new markets and growth in our existing businesses. It also selected revenue because investors focus on revenue growth as a metric when evaluating our performance. The Compensation Committee chose adjusted EBITDA because of its widespread acceptance among management, the Board, shareholders and analysts as a measurement of our profitability and performance. Both revenue and adjusted EBITDA (along with net income) are routinely areas of focus during our earnings calls. Furthermore, the Compensation Committee believes adjusted EBITDA is an objective measure of management’s performance, and it excludes items over which management has less control, such as amortization, interest expense and taxes. The Compensation Committee uses the RP/Leadership Component to, among other things, distinguish among individuals with respect to non-financial metrics, such as leadership, personal performance, contributions and execution on our strategic and operational initiatives.

The actual consolidated revenue and consolidated adjusted EBITDA targets that the Compensation Committee originally established as the basis for paying the Financial Component of the 2018 bonuses required the Company to reach the 100% target level and represented growth that the Compensation Committee believed was at or above organic growth rates in the markets we serve. The threshold for a named executive officer to receive a bonus on the

consolidated financial metrics required achievement of 90% of our 2018 annual operating plan target for each of pre-bonus adjusted EBITDA,⁽³⁾ which we refer to as Pre-Bonus AEBITDA, and consolidated revenue. For information on the calculation of Pre-Bonus AEBITDA, and a reconciliation of it to our 2018 net income, please see Exhibit B to this proxy statement (page B-1). Receipt of the target bonus amount for each financial metric required the Company to meet 100% of our 2018 annual operating plan for that metric, which represented roughly 5% year-over-year growth for both consolidated revenue and adjusted EBITDA.

2018 Bonus Plan Payouts. The 2018 annual operating plan did not reflect the potential financial impact of any acquisitions. The Compensation Committee determined that it was appropriate to add the incremental contribution that the MedPartners and PDA/LFT acquisitions were projected to have, at the time of acquisition (i.e., April 2018), to the Company’s bonus plan revenue and adjusted EBITDA target. This approach reflected the Compensation Committee’s recognition that the expansion of our workforce solutions through acquisition is a key component of our growth strategy. It also served to increase the revenue and adjusted EBITDA targets in order for our named executive officers to receive their targeted bonus.

We have included a table below ($ in thousands) that summarizes how we performed against the target financial performance metrics that we utilized (i.e., the Company’s annual operating plan plus the estimated revenue and earnings before interest, taxes, depreciation and amortization contributions of the acquisitions) when determining the Financial Component portion of our named executive officers’ bonuses for 2018.

Additionally, we (i) successfully acquired and integrated MedPartners and PDA/LFT, which furthered our strategic goal of expanding our workforce solutions offerings, (ii) entered into a new $400 million secured revolving credit facility that provides us with additional liquidity on what we believe are favorable terms to pursue strategic acquisitions, and continued to expand the breadth of strategic partnerships with some of our largest clients, and (iii) continued our strategic development of mobile technology platforms and artificial intelligence aimed at improving the recruitment, engagement and retention of healthcare professionals.

Finally, recognizing that the future poses additional challenges that are distinct from the past, we completed our implementation of new front and back office enterprise information technology systems within our locum tenens segment, which we believe will more effectively align us with clients, healthcare professionals and our other business lines.

 

The tables below set forth metrics and summary calculations for each named executive officer’s bonus amounts under the RP/Leadership Component together with the final amounts under the Financial Component, which makes up 70% of the total bonus amount.  

MS. SALKA'S BONUS METRICS
	Pre-Bonus AEBITDA									Revenue									RP/Leadership
Levels	% of Target			Pre-Bonus AEBITDA ($ in 1000’s)			Bonus Amount ($)			% of Target			Revenue ($ in 1000’s)			Bonus Amount ($)			% of Target			Target ($)
Maximum		120			354,000			756,000			110			2,422,200			756,000			200			648,000
Target		100			295,000			378,000			100			2,202,000			378,000			100			324,000
Threshold		90			265,500			189,000			90.5			1,992,810			18,900		None			N/A
MS. SALKA’S BONUS METRICS ACHIEVED AND BONUS EARNED
Achieved		72.8			278,942			275,184			70.1			2,136,074			264,978		85			$	275,400
Total Bonus Earned: $815,562										% of Target Bonus Earned under Financial Component: 71.5%									% of Target Bonus Earned under RP/ Leadership Component Component: 85%

MR. SCOTT’S BONUS METRICS
	Pre-Bonus AEBITDA									Revenue									RP/Leadership
Levels	% of Target			Pre-Bonus AEBITDA ($ in 1000’s)			Bonus Amount ($)			% of Target			Revenue ($ in 1000’s)			Bonus Amount ($)			% of Target			Target ($)
Maximum		120			354,000			343,000			110			2,422,200			343,000			200			294,000
Target		100			295,000			171,500			100			2,202,000			171,500			100			147,000
Threshold		90			265,500			85,750			90.5			1,992,810			8,575		None			N/A
MR. SCOTT’S BONUS METRICS ACHIEVED AND BONUS EARNED
Achieved		72.8			278,942			124,852			70.1			2,136,074			120,222		75				110,250
Total Bonus Earned: $355,324										% of Target Bonus Earned under Financial Component: 71.5%									% of Target Bonus Earned under RP/Leadership Component: 75%

MR. HENDERSON’S BONUS METRICS
	Pre-Bonus AEBITDA									Revenue									RP/Leadership
Levels	% of Target			Pre-Bonus AEBITDA ($ in 1000’s)			Bonus Amount ($)			% of Target			Revenue ($ in 1000’s)			Bonus Amount ($)			% of Target			Target ($)
Maximum		120			354,000			343,000			110			2,422,200			343,000			200			294,000
Target		100			295,000			171,500			100			2,202,000			171,500			100			147,000
Threshold		90			265,500			85,750			90.5			1,992,810			8,575		None			N/A
MR. HENDERSON’S BONUS METRICS ACHIEVED AND BONUS EARNED
Achieved		72.8			278,942			124,852			70.1			2,136,074			120,222		75				110,250
Total Bonus Earned: $355,324										% of Target Bonus Earned under Financial Component: 71.5%									% of Target Bonus Earned under RP/Leadership Component: 75%