Amn Healthcare Services Inc

This advisory proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks this non-binding endorsement to confirm that its pay-for-performance philosophy, incentive structures (annual cash bonuses tied to Pre-Bonus Adjusted EBITDA and leadership measures, and long‑term equity awards including time‑vested RSUs and performance RSUs tied to relative and absolute TSR and adjusted EBITDA), and other compensation features (ownership guidelines, clawback policy, double-trigger change‑in‑control protections) are aligned with shareholder interests. The Board points to rigorous goal-setting, a high proportion of performance‑based pay, use of external compensation benchmarking and consultant advice, and responsiveness to shareholder feedback (e.g., adding revenue to the 2026 bonus metrics) as evidence of governance and alignment. The proposal is advisory and non‑binding, so management will consider voting results when setting future pay practices but is not legally required to change compensation. The Board recommends a vote FOR, emphasizing that the compensation programs are intended to attract and retain executive talent, align incentives with long‑term shareholder value, and reflect both short‑ and long‑term performance. Key context includes the Company’s recent operational challenges and results (industry contraction, adjusted EBITDA and revenue pressure), the Board’s focus on retaining leadership during a multi‑year transformation, and the one‑time Absolute TSR PRSU awarded to the CEO to align her interests with shareholders. Shareholders should evaluate both the program design (alignment and governance features) and recent outcomes (payouts, realizable pay vs. target, and responsiveness to shareholder feedback) when deciding how to vote. Given the Board’s rationale and the program’s governance features, management recommends support.

This management proposal requests shareholder approval to amend the AMN Healthcare 2025 Equity Plan (the “Equity Plan”) to increase the share reserve by 1,420,000 shares, clarify circumstances in which shares are added back to the reserve (add‑back mechanics), and clarify the annual limit on non‑employee director compensation. Management is seeking shareholder approval because issuance of additional equity beyond the plan’s current authorized amount requires stockholder consent and because changes to share recycling and director compensation limits affect shareholder dilution and governance. The Board frames the amendment as necessary to continue awarding competitive equity incentives to attract, retain and motivate employees, officers and directors, to align management with long‑term shareholder interests, and to support strategic and retention needs over the next one to two years under current assumptions. The proposal emphasizes that most awards are full‑value (RSUs/PRSUs), that the Company monitors burn rate and usage, and that other protections (no repricing without shareholder approval, minimum vesting provisions, clawback and recovery policies, and Committee administration) remain in place to protect shareholders. Approval would increase shares available for grants but would not otherwise change fundamental plan design except for clarified add‑back and director compensation rules; the Board projects this will provide flexibility to execute compensation strategy while retaining standard governance limits and reporting. The Board recommends a vote FOR, citing the plan’s role in aligning pay with shareholder value and the safeguards embedded in the plan and corporate governance documents.

The shareholder proponent requests the Board adopt a formal policy requiring that the roles of Board Chair and Chief Executive Officer be separated and that the Board Chair be an independent director, arguing that this change would improve impartial oversight, mitigate conflicts of interest, and strengthen accountability — citing AMN’s financial and operational challenges and media reports in 2025 as rationale. The proponent specifically asks the Board to amend governance documents and states that a lead director is not a substitute for an independent Chair. Management opposes the proposal, noting the Board already has an independent Chair, has had one for many years, and prefers to retain flexibility to set leadership structure based on circumstances; management highlights existing governance practices, committee independence, annual director elections, director resignation policy, proxy access and recent board refreshment as alternative safeguards. The controversy centers on whether a binding, structural rule is required versus the Board retaining discretion to choose the leadership model that best serves shareholders given prevailing circumstances. Key company‑specific context includes multi-year industry headwinds, a difficult 2025 with revenue and adjusted EBITDA declines, certain operational and reputational incidents cited by the proponent, and the Board’s recent refreshment and governance practices. For an investor evaluating the proposal, relevant considerations include the current efficacy of board oversight (independence and committee structure), the potential governance and oversight benefits of a mandated independent Chair, the loss of flexibility if the policy is adopted, and whether the current independent Chair and other governance mechanisms sufficiently address the proponent’s concerns. Management recommends voting AGAINST the proposal because it considers the prescriptive policy unnecessary and potentially constraining to the Board’s fiduciary decision-making.