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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

AMN HEALTHCARE SERVICES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

(3)           Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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AMN Healthcare Services, Inc.

12400 High Bluff Drive, Suite 100

San Diego, California 92130

Telephone: (866) 871-8519

March 15, 2012

Dear Fellow Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of AMN Healthcare Services, Inc. (the “Company”) at the Omni Mandalay Hotel at Las Colinas, 221 East Las Colinas Boulevard, Irving, Texas 75039, on April 18, 2012, at 8:30 a.m. Central Time. The accompanying formal notice of the Annual Meeting and proxy statement sets forth the details regarding admission to the Annual Meeting and the business to be conducted.

A copy of the Company’s Annual Report for the fiscal year ended December 31, 2011 is enclosed. The formal notice of the Annual Meeting, the proxy statement and the proxy card follow. It is important that your shares be represented and voted, regardless of the size of your holdings. Accordingly, whether or not you plan to attend the Annual Meeting, please complete, sign, date and return the enclosed proxy card promptly so that your shares will be represented at the Annual Meeting. The proxy is revocable at any time before it is voted and will not affect your right to vote in person if you attend the Annual Meeting.

Thank you for your ongoing support of and continued interest in the Company.

Very truly yours,

Susan R. Salka

President & Chief Executive Officer

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AMN Healthcare Services, Inc.

12400 High Bluff Drive, Suite 100

San Diego, California 92130

Telephone: (866) 871-8519

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO

BE HELD ON APRIL 18, 2012 AT 8:30 A.M.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of AMN Healthcare Services, Inc. (the “Company”) will be held at the Mandalay Hotel at Las Colinas, 221 East Las Colinas Boulevard, Irving, Texas 75039, on April 18, 2012, at 8:30 a.m. Central Time or at any subsequent time that may be necessary by any adjournment or postponement of the Annual Meeting, for the following purposes:

The items of business scheduled to be voted on at the Annual Meeting are those listed on this Notice of Annual Meeting. The Board of Directors has fixed the close of business on February 21, 2012 as the record date for determining the stockholders of the Company entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. Representation of at least a majority of the voting power represented by all outstanding shares is required to constitute a quorum at the Annual Meeting. Accordingly, it is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please complete, date and sign the enclosed proxy card and mail it promptly in the self-addressed envelope enclosed for your convenience.

Important Notice Regarding the Availability of

Proxy Materials for the Stockholders

Meeting to be Held on April 18, 2012.

The proxy statement and annual report to stockholders are available under “2012 Proxy Materials” at www.amnhealthcare.com/investors.

March 15, 2012:		By Order of the Board of Directors,
		Denise L. Jackson
		Senior Vice President, General Counsel and Secretary
		San Diego, California

YOUR VOTE IS IMPORTANT. ACCORDINGLY, THE COMPANY URGES YOU TO

COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING.

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PROXY STATEMENT

for Annual Meeting of Stockholders

to be held on April 18, 2012

GENERAL

This proxy statement and proxy card, which are first being mailed to the stockholders of AMN Healthcare Services, Inc. (the “Company”) on or about March 15, 2012, is furnished to you in connection with the solicitation of proxies on behalf of our Board of Directors (the “Board”) for use at our Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting is to be held at the Mandalay Hotel at Las Colinas, 221 East Las Colinas Boulevard, Irving, Texas 75039, on April 18, 2012, at 8:30 a.m. Central Time or at any subsequent time that may be necessary by any adjournment or postponement of the Annual Meeting. Our corporate headquarters are located at 12400 High Bluff Drive, Suite 100, San Diego, California 92130.

Proxies in proper form received by the time of the Annual Meeting will be voted as specified. Stockholders may specify their choices by marking the appropriate boxes on the enclosed proxy card. If a proxy card is dated, signed and returned without specifying choices, the proxies will be voted in accordance with the recommendations of the Board set forth in this proxy statement, and, in their discretion, upon such other business as may properly come before the meeting. Business transacted at the Annual Meeting will be confined to the purposes stated in the Notice of Annual Meeting.

Shares of our common stock, par value $0.01 per share (“Common Stock”), and Series A Conditional Convertible Preferred Stock, par value $0.01 per share (“Preferred Stock”), cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy.

Voting Securities

The Board, in accordance with our Amended and Restated By-laws (the “Bylaws”), has fixed the close of business on February 21, 2012 as the record date (the “Record Date”) for determining the stockholders entitled to notice of and to vote at the Annual Meeting or any adjournments or postponement thereof. At the close of business on the Record Date, the outstanding number of our voting securities was 45,345,970 shares, including 40,595,109 shares of Common Stock and 4,750,861 shares of Preferred Stock. Shares of Preferred Stock vote on all matters with shares of Common Stock on an as-converted basis, with each holder of Preferred Stock entitled to one vote per share. Shares cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy.

Questions and Answers

What matters will be voted on at the Annual Meeting?

The following matters will be voted on at the Annual Meeting:

How does the Board recommend that I vote?

The Board recommends that you vote:

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Who is entitled to vote at the Annual Meeting?

Holders of our Common Stock and our Preferred Stock at the close of business on the Record Date may vote at the Annual Meeting. We refer to the holders of our Common Stock and our Preferred Stock as “stockholders” throughout this proxy statement. Each stockholder is entitled to one vote for each share of Common Stock and one vote for each share of Preferred Stock held as of the Record Date.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholders of Record. You are a stockholder of record if at the close of business on the Record Date your shares were registered directly in your name with American Stock Transfer & Trust Company, LLC, our transfer agent.

Beneficial Owner. You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like most of our stockholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all.

What will happen if I do not vote my shares?

Stockholders of Record. If you are the stockholder of record and you do not vote by proxy card, by telephone, via the Internet or in person at the Annual Meeting, your shares will not be voted at the Annual Meeting.

Beneficial Owners. If you are the beneficial owner and you do not direct your broker or nominee how to vote your shares, your broker or nominee may vote your shares only on those proposals for which it has discretion to vote. Under the rules of the New York Stock Exchange (“NYSE”), your broker or nominee does not have discretion to vote your shares on non-routine matters such as Proposals 1, 2, 3 and 4. We believe that Proposal 5 — ratification of our auditor — is a routine matter on which brokers and nominees can vote on behalf of their clients if clients do not furnish voting instructions.

What is the effect of a broker non-vote?

Brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to certain proposals. Accordingly, a broker non-vote will not impact our ability to obtain a quorum nor, except as otherwise described immediately below for Proposal 4, will it impact any vote that requires a majority of the votes cast (Proposal 1).

What is the vote required for each proposal?

With respect to Proposal 1, the election of directors, you may vote FOR, AGAINST or ABSTAIN. Our Bylaws require that in an election, such as this election, where the number of director nominees does not exceed the number of directors to be elected, each

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director will be elected by the vote of the majority of the votes cast (in person or by proxy). A “majority of votes cast” means that the number of shares cast “for” a director’s election exceeds the number of votes cast “against” that director’s election. In accordance with our Bylaws, the following do not count as votes cast: (a) a share otherwise present at the meeting, but for which there is an abstention; and (b) a share otherwise present at the meeting as to which a stockholder gives no authority or direction. In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected. An incumbent director who is not elected because he or she does not receive a majority of the votes cast will continue to serve as a holdover director, but shall tender his or her resignation to the Board. Within 90 days after the date of the certification of the election results, the Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken, and the Board will act on the Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it.

With respect to Proposals 2, 3 and 5, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on any of these Proposals, the abstention will have the same effect as an AGAINST vote.

With respect to Proposal 4, under the NYSE rules, the approval of the Amended Equity Plan requires an affirmative vote of the majority of the votes cast on the proposal, provided that the total votes cast on the proposal represent over 50% of the total outstanding shares of our Common Stock (the “Outstanding Votes”). Votes FOR, votes AGAINST and abstentions count as votes cast, while broker non-votes do not count as votes cast but count as Outstanding Votes. Therefore, the sum of votes FOR, votes AGAINST and abstentions (the “NYSE Votes Cast”) must be greater than 50% of the total Outstanding Votes. Additionally, the number of votes FOR the proposal must be greater than 50% of the NYSE Votes Cast. Therefore, abstentions will have the same effect as votes AGAINST the proposal. Brokers do not have discretionary authority to vote shares on the Amended Equity Plan without direction from the beneficial owner. As a result, broker non-votes could impair our ability to satisfy the requirement that the NYSE Votes Cast represent more than 50% of the Outstanding Votes.

How can I find the results of the Annual Meeting?

We will announce preliminary results at the Annual Meeting. We will publish final results in a current report on Form 8-K that we will file with the Securities Exchange Commission (the “SEC”) within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Revocability of Proxies

You may revoke a proxy you have given at any time before it is voted at the Annual Meeting by (1) giving our Secretary a letter revoking the proxy or a duly executed proxy bearing a later date, or (2) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting does not standing alone constitute your revocation of a proxy.

Solicitation of Proxies

Proxies will be solicited on behalf of the Board by mail, telephone, email or other electronic means or in person, and we will pay the solicitation costs. We will supply copies of proxy materials and our 2011 Annual Report to brokers, dealers, banks and voting trustees, or their nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such record holders for their reasonable expenses. We have retained MacKenzie Partners, Inc. to assist in soliciting proxies for a fee of $9,000, plus reasonable out-of-pocket expenses.

CORPORATE GOVERNANCE

Corporate Governance Guidelines. All of our corporate governance materials, including the Corporate Governance Guidelines (“Guidelines”) and Board committee charters and codes of ethics, are published in the Corporate Governance portion of the Investors section of our website at www.amnhealthcare.com. We also make these materials available in print to any stockholder upon request. The Board regularly reviews corporate governance developments and modifies the Guidelines, committee charters and key practices as warranted. We publish modifications on our website.

Codes of Ethics. We have adopted a Code of Business Conduct and Ethics and a Code of Ethics for the Principal Executive Officer and Senior Financial Officers, which we publish in the Corporate Governance portion of the Investors section of our website at www.amnhealthcare.com.

Director Independence. The Board has adopted categorical standards for director independence. Under these standards, a director will not be considered independent if:

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The Board does not consider the following relationships to be material relationships that would impair a director’s independence:

The Board has determined that director nominees R. Jeffrey Harris, Dr. Michael M.E. Johns, Martha H. Marsh, Andrew M. Stern, Paul E. Weaver and Douglas D. Wheat meet our categorical standards for director independence.

The Guidelines establish directors’ duties to adhere to our Code of Business Conduct and Ethics, including our policies on conflicts of interest, and to avoid any action, position or interest that conflicts with an interest of ours or gives the appearance of a conflict. We require directors to report any potential conflicts of interest immediately to the Chairman of the Corporate Governance Committee. We do not, without approval of the Board, permit a director or executive officer, or his or her immediate family member (i.e., spouse, parent, step-parent, child, step-child, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law or anyone (other than a tenant or employee) who shares that person’s home) (a “related person”) to enter into a transaction in which we are a participant, if (a) the amount involved exceeds $120,000; and (b) the related person has or will have a direct or indirect material interest. We annually solicit information from directors and executive officers to monitor potential conflicts of interest and comply with SEC requirements regarding approval or disclosure of “related person transactions.” We did not engage in any transaction in 2011 nor is there any currently proposed transaction that exceeds or is expected to exceed $120,000 in which we were or are a participant and in which a related person had or will have a direct or indirect material interest.

Pursuant to our Stockholders Agreement dated July 28, 2010, GSUIG, L.L.C. has agreed to vote its shares of Common Stock and Preferred Stock eligible to vote in favor of the Board’s nominees for election to the Board. In addition, GSUIG has agreed to vote its shares of Common Stock and Preferred Stock eligible to vote (i) against the removal of any of our nominated directors and (ii) with respect to any other action to be voted on (other than a business combination involving us), in accordance with the Board’s recommendation. GSUIG’s obligation to vote in such manner will terminate on the date on which its ownership percentage of our issued and outstanding capital stock (on an as-converted basis) falls below 3%. As a result of the Stockholders Agreement, GSUIG is required to vote (1) all shares of Preferred Stock and Common Stock it holds as of the Record Date, which equals 5,327,580 shares in the aggregate, and (2) 677,984 shares of Preferred Stock held in escrow for the benefit of GSUIG over which it has voting rights, in each case, “for” each director nominee and “for” each of Proposals 2, 3, 4 and 5.

Board 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 stockholder value. The Board shapes our enterprise-wide risk philosophy and profile in light of our overall strategy and direction. Each of the Board’s standing committees set forth below focuses attention on risk areas implicated by its area of expertise. The Audit Committee assists the Board in fulfilling its oversight responsibilities of our compliance with legal, ethical and regulatory requirements, and our process to manage business and financial risk. The Audit Committee’s specific duties include: (1) overseeing the work of our independent auditors; (2) reviewing and discussing with management our major risk exposures and the steps management has taken to monitor, control and manage such exposures, including our risk assessment and risk management guidelines and policies; (3) reviewing attorneys’ reports containing evidence of material violations of securities laws, breaches of fiduciary duty or other similar violations of state or federal law; and (4) reviewing the results of significant investigations, examinations or reviews performed by regulatory authorities and management’s responses.

The Compensation and Stock Plan Committee (the “Compensation Committee”) is responsible for analyzing the risk associated with our compensation practices. We design 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 meaningful revenue and profitability performance to reach the target level; and (iii) require substantial revenue and profitability performance to reach the maximum level. The financial performance required to reach the maximum level of compensation is developed within the context of annual 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. The Compensation Committee

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has reviewed our material cash incentive plans, which fall into two types: (1) those for front line sales production employees and (2) those for the sales and corporate leadership. The front line sales incentive plans typically provide incentives based on quarterly financial or individual and team operational metrics, and monthly or quarterly payouts. The sales and corporate leadership plans use financial targets based on consolidated and/or division metrics as well as individual leadership and performance considerations. 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 EBITDA; (2) the number of plan participants in any particular plan as a percentage of total incentive plan participants; and (3) the amount of incentive compensation per individual plan participant, which typically ranges from 10-60% of total compensation. The Compensation Committee believes the use of a long-term incentive award program that has 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 reviewed 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. Based on the recommendations of the Compensation Committee after its consideration of the foregoing factors, the Board has determined that our compensation programs and policies do not create risks that are reasonably likely to have a material adverse effect on us.

The Corporate Governance Committee considers the risk associated with our quality programs. It 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 process relating to the quality of our services.

Board Meetings and Committees; Annual Meeting Attendance

Board Leadership Structure. We currently separate the roles of Chairman of the Board and the Chief Executive Officer (“CEO”). Our CEO, Ms. Salka, is responsible for setting our strategic direction and our day-to-day leadership and performance, while the Chairman of the Board, Mr. Wheat, provides guidance to our CEO and presides over meetings of the Board. The Board believes that the separation of the two roles promotes good governance and best serves our needs at the current time. It appropriately balances the need for our CEO to run our day-to-day operations, with significant involvement and authority vested in an outside independent director. Our CEO is the only member of our Board who the Board has not deemed independent.

We have standing Audit, Corporate Governance, Compensation and Executive Committees. The Board committees are chaired by independent directors, each of whom reports to the Board at Board meetings on the activities and decisions made by their respective committees. The Board makes committee assignments and designates committee chairs based on a director’s independence, knowledge, interests and areas of expertise. We believe this structure helps facilitate efficient decision-making and communication among our directors and fosters efficient Board functioning at Board meetings. In line with our value of continuous improvement, the directors conduct an evaluation of the performance of the Board and each of the committees on an annual basis. We describe the current functions and members of each committee below.

Board and Committee Meetings and Director Attendance. During 2011, the Board met five times and took action by unanimous written consent three times. In 2011, 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). We encourage but do not require our directors to attend our annual meeting of stockholders. All of our directors attended our 2011 Annual Meeting of Stockholders.

Audit Committee. During 2011, Paul E. Weaver, Andrew M. Stern and R. Jeffrey Harris comprised the Audit Committee. Mr. Weaver served as its Chairman. The Board has determined that all Audit Committee members are financially literate, and that Mr. Weaver satisfies the criteria for an “audit committee financial expert” as defined by SEC rules and regulations. All members of the Audit Committee meet the criteria for independence set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 303A of the NYSE Listed Company Manual.

The Audit Committee met nine times in 2011. Our Audit Committee Charter sets forth the duties of the Audit Committee. The Audit Committee is responsible for, among other things, overseeing our financial reporting process. In the course of performing its functions, the Audit Committee as provided by our Audit Committee Charter:

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The Board originally adopted our Audit Committee Charter on October 17, 2001 and last amended it in February 2012. We publish it in the Corporate Governance portion of the Investors section of our website at www.amnhealthcare.com.

Corporate Governance Committee. During 2011, Andrew M. Stern, Dr. Michael M.E. Johns and Martha H. Marsh comprised the Corporate Governance Committee. Mr. Stern served as its Chairman. During 2011, the Corporate Governance Committee met four times. All members of the Corporate Governance Committee meet the standards for independence required by the NYSE.

Committee Responsibilities. The duties of the Corporate Governance Committee are set forth in our Corporate Governance Committee Charter adopted by the Board in October 2001 and last amended in September 2011. We publish our Corporate Governance Committee Charter in the Corporate Governance portion of the Investors section of our website at www.amnhealthcare.com. The Corporate Governance Committee (i) identifies and recommends individuals qualified to become members of the Board, (ii) evaluates from time to time the Guidelines, (iii) reviews the Board’s performance on an annual basis, (iv) recommends potential successors to the CEO and (v) reviews and discusses with our executive team relevant quality metrics, performance improvement, compliance with certification standards and related laws and regulations as well as our enterprise risk management process relating to the quality of our services.

Director Nominee Procedures. The Corporate Governance Committee utilizes a broad approach for identification of director nominees and may seek recommendations from our directors, officers, stockholders or it may choose to engage a search firm. In evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the Corporate Governance Committee considers the qualifications set forth in our Guidelines, including judgment, business and management experience (including financial literacy), leadership, strategic planning, reputation for honesty and integrity, diversity and independence from management. It also takes into account specific characteristics and expertise that it believes will enhance the diversity of knowledge, expertise, background and personal characteristics of the Board. The Corporate Governance Committee may engage a third party to conduct or assist with the evaluation. Ultimately, the Corporate Governance Committee seeks to recommend to the Board those nominees whose specific qualities, experience and expertise will augment the current Board’s composition and whose past experience evidences that they will (1) dedicate sufficient time, energy and attention to ensure the diligent performance of Board duties; (2) comply with all duties of care, loyalty and confidentiality applicable to them as directors of publicly traded corporations; and (3) adhere to our Code of Business Conduct and Ethics.

The Corporate Governance Committee considers stockholder recommendations of qualified nominees when such recommendations are submitted in accordance with the procedures described in the Bylaws, as outlined below. To have a nominee considered by the Corporate Governance Committee for election at the 2013 Annual Meeting of Stockholders, a stockholder must submit the recommendation in writing to the attention of our Secretary at our corporate headquarters no later than January 13, 2013. Any such recommendation must include:

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We may require any stockholder nominee to furnish such other information as we may reasonably require to determine the eligibility of the stockholder nominee to serve as one of our directors. Once we receive the recommendation, we will deliver to the stockholder nominee a questionnaire that requests additional information about his or her independence, qualifications and other matters that would assist the Corporate Governance Committee in evaluating the stockholder nominee, as well as certain information that must be disclosed about him or her in our proxy statement or other regulatory filings, if nominated. Stockholder nominees must complete and return the questionnaire within the timeframe provided to be considered for nomination by the Corporate Governance Committee.

The Corporate Governance Committee received no recommendation for a director nominee from any stockholder during 2011 for the upcoming director election to be held at the Annual Meeting.

Compensation and Stock Plan Committee. During 2011, R. Jeffrey Harris, Dr. Michael M.E. Johns and Martha H. Marsh comprised the Compensation and Stock Plan Committee. Mr. Harris served as its Chairman. The Compensation Committee met seven times during 2011 and took action by unanimous written consent one time.

The Compensation and Stock Plan Committee Charter, which the Board adopted in March 2004 and last amended in December 2010, sets forth the duties of the Compensation Committee. We publish our Compensation and Stock Plan Committee Charter in the Corporate Governance portion of the Investors section of our website at www.amnhealthcare.com. The Compensation Committee (i) reviews, administers, and, where applicable, makes recommendations to the Board regarding (A) compensation of our CEO, all senior officers that report directly to our CEO, and the directors and (B) our incentive compensation plans and equity-based plans; (ii) prepares the Compensation Committee Report required by the SEC to be included in our annual proxy statement and recommends its inclusion in the annual proxy statement to the Board; (iii) recommends the frequency of the “say-on-pay” vote in the non-binding shareholder proposal required by SEC rules; (iv) oversees the preparation of our compensation disclosure and analysis required by the SEC to be included in our annual proxy statement and recommends its inclusion in the proxy statement to the Board; and (v) evaluates the performance of our CEO.

Compensation Committee Interlocks and Insider Participation. The Compensation Committee consists exclusively of non-employee, independent directors, none of whom has a business relationship with us, other than in his or her capacity as director, or has any interlocking relationships with us that are subject to disclosure under the rules of the SEC related to proxy statements. All members of the Compensation Committee meet the standards for independence required by the NYSE.

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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 the officer’s responsibilities justifies such consideration. 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) national survey data, (3) the individual’s performance and duties, (4) analysis and advice from its compensation consultant, (5) our financial and operational performance, and (6) the recommendations of our CEO (who does not provide a recommendation for herself). With respect to our current Senior Management Incentive Bonus Plan (the “Bonus Plan”), which our stockholders approved in May 2003 and reapproved in April 2008, the Compensation Committee, as the administrator of the Bonus Plan, designates which participants are eligible for an award, the performance criteria for the award and the maximum 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 2005 Amended and Restated Equity Plan (the “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. 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. The Compensation Committee does not have any policy or practice to time the grant of equity awards in conjunction with the release of material non-public information.

The Compensation Committee typically retains an independent consultant to assist it in fulfilling its responsibilities. Since 2008, the Compensation Committee has utilized Frederic W. Cook & Co., Inc. as its compensation consultant. Our compensation consultant advises the Compensation Committee on a variety of topics, including, among others, our equity compensation program, the design of our cash incentive program, the evaluation of the alignment of our compensation program with our stockholders’ interests, the risks presented by our executive compensation program structure and the assessment of the program compared to our peers. In retaining and utilizing Frederic W. Cook & Co., the Compensation Committee considers directors’ experience with its employees and representatives while serving on other boards, its knowledge and experience in executive compensation program design, corporate finance and legal and regulatory issues and experience providing consultative services to boards, as well as its analysis of our existing program and proposal of key considerations in evaluating and strengthening our program. When selecting compensation consultants, legal counsel or other advisors, the Compensation Committee considers factors affecting independence. Frederic W. Cook  & Co. does not have any other relationship with or provide any other services to us.

Executive Committee. During 2011, Douglas D. Wheat, Susan R. Salka and Paul E. Weaver comprised the Executive Committee. The Executive Committee exercises the power of the Board in the interval between meetings of the Board. The Executive Committee met one time in 2011. The Committee took action by unanimous written consent one time.

Executive Sessions of Non-Management Directors

The Board has regularly scheduled meetings during the year for non-management directors without management present. During 2011, the Chairman of the Board presided at the meetings of non-management directors. The non-management directors may meet without management present at times as determined by the Chairman, or, should there not be one, the presiding director.

Communications with the Board of Directors

The Board has established the following procedure for stockholders to communicate with members of the Board and for all interested parties to communicate with the presiding director or the non-management directors as a group. All such communications should be addressed to the attention of our Secretary at our corporate headquarters located at 12400 High Bluff Drive, Suite 100, San Diego, CA 92130. The Secretary collects and maintains a log of each such communication and forwards any that the Secretary believes requires immediate attention to the appropriate member or group of members of the Board, who then determines how such communication should be addressed.

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PROPOSAL 1:

ELECTION OF DIRECTORS

Nominees for the Board of Directors

Seven directors are to be elected at the Annual Meeting to hold office until the next annual meeting or until their successors are duly elected and qualified, or until the director resigns, is removed, or becomes disqualified. The proxy will be voted in accordance with the directions stated on the card, or, if no directions are stated, for election of each of the seven nominees listed below. Upon the recommendation of the Corporate Governance Committee, the members of the Board have nominated for election our seven current directors. The director nominees for election named below are willing to be duly elected and to serve. If any such nominee is not a candidate for election at the Annual Meeting, an event that the Board does not anticipate, the proxies will be voted for a substitute nominee. We set forth information with respect to the business experience, qualifications and affiliations of our director nominees below.

Director Nominees

R. Jeffrey Harris, age 57, has served as our director since September 2005. He is Chairman of the Compensation Committee and a member of the Audit Committee. The Board has concluded that Mr. Harris is qualified to serve on the Board because he brings considerable mergers and acquisitions experience. In addition, Mr. Harris has experience as a director on public company compensation and corporate governance committees, which experience is essential in designing and maintaining our executive compensation programs and developing our succession planning strategies. Mr. Harris served on the board of Sybron Dental Specialties in 2005 until Danaher Corporation acquired it in 2006. Mr. Harris served on the board of Playtex Products, Inc. from 2001 until Energizer Holdings acquired it in October 2007. Mr. Harris was director of Prodesse, Inc., an early stage biotechnology company, from 2002 until 2009, when Gen-Probe Incorporated acquired it. Since 2002, Mr. Harris has been involved as an investor in and a director of early stage companies primarily in southeast Wisconsin, and, since 2008, Mr. Harris has been a director of Guy & O’Neill, Inc., which is in the business of formulation, packaging and liquid filling. Mr. Harris also served Apogent Technologies, Inc. in the following capacities: (1) as Of Counsel from December 2000 through 2003, (2) as Vice President, General Counsel and Secretary from 1988 to 2000, and (3) as a director from 2000 to 2004, when Fisher Scientific International, Inc. acquired it.

Michael M.E. Johns, M.D., age 70, has served as our director since December 2008. He is a member of the Compensation Committee and the Corporate Governance Committee. The Board has concluded that Dr. Johns is qualified to serve on the Board because he has extensive healthcare experience and is a recognized healthcare thought leader. This expertise is vital in shaping our strategy to deliver innovative and expanded service offerings as a healthcare workforce solutions company. In addition, Dr. Johns has experience serving on the board and the compensation committee of a large publicly-traded company, Johnson & Johnson, since 2005. In October 2007, Dr. Johns was appointed Chancellor of Emory University. From 1996 to 2007, Dr. Johns served as Executive Vice President for Health Affairs and Chief Executive Officer of the Robert W. Woodruff Health Sciences Center of Emory University and the Chairman of the Board of Directors of Emory Healthcare. From 1990 to 1996, Dr. Johns was Dean of the Johns Hopkins School of Medicine and Vice President of the Medical Faculty at Johns Hopkins University. Since 2000, Dr. Johns has served on the board of the Genuine Parts Company, for which he is a member of its compensation, governance and nominating committee, and he is a member of the Board of Regents of the Uniformed Services University for the Health Sciences. Additionally, Dr. Johns sits on several philanthropic boards, including the National Health Museum Board.

Martha H. Marsh, age 63, has served as our director since September 2010. She is a member of the Compensation Committee and the Corporate Governance Committee. The Board has concluded that Ms. Marsh is qualified to serve on the Board because she has extensive “C-suite” leadership and expertise in the healthcare industry. In fact, in 2004, Modern Healthcare named her as one of the nation’s 100 most powerful people in healthcare. Ms. Marsh’s experience and understanding of the challenges and opportunities of large healthcare facilities is immensely useful in directing our strategy to innovate and provide enhanced and expanded workforce solutions service offerings to meet our clients’ shifting needs. Ms. Marsh served as President and CEO of Stanford Hospital and Clinics for eight years, from April 2002 until her retirement in August 2010. Previously, Ms. Marsh served as the CEO of UC Davis Medical Center and the Chief Operating Officer of the UC Davis Health System from 1999 to 2002. Prior to that time, she served as the Senior Vice President for Professional Services and Managed Care at the University of Pennsylvania Health System, and before that as President and CEO of Matthew Thornton Health Plan in Nashua, New Hampshire. Ms. Marsh is a past Chair of the Board of Trustees for the California Hospital Association and the California Association of Hospitals and Health Systems. Appointed by President George W. Bush in 2003, Ms. Marsh has served on the National Infrastructure Advisory Council. She also serves on the boards of Teichert, Radisphere and Ascension Healthcare Network, three privately held companies.

Susan R. Salka, age 47, has been our director since September 2003, our President since May 2003 and our CEO since May 2005. She serves as a member of the Executive Committee of the Board. The Board has concluded that Ms. Salka is qualified to serve on

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the Board because she has over two decades of experience in the healthcare services industry, including 22 years’ experience with us in various roles. In such roles, she has helped grow our business both organically and through acquisitions into the national industry leader we are today. Ms. Salka also has experience serving on other public company boards. Since 1990, Ms. Salka has been employed by us in a variety of leadership positions, including Chief Financial Officer and Chief Operating Officer. Prior to joining us, Ms. Salka worked at BioVest Partners, a venture capital firm, and at Hybritech, a subsidiary of Eli Lilly & Co., which Beckman Coulter later acquired. Ms. Salka served on the board of directors and the audit committee of Beckman Coulter from 2007 until 2011, when Danaher Corporation acquired it. Additionally, she served on the board of Playtex Products, Inc. from 2001 until Energizer Holdings acquired it in October 2007. Ms. Salka also serves on the boards of BIOCOM and the San Diego State University Campanile Foundation.

Andrew M. Stern, age 63, has served as our director since November 2001. He is Chairman of our Corporate Governance Committee and a member of the Audit Committee. The Board has concluded that Mr. Stern is qualified to serve on the Board because he brings deep and long-standing healthcare industry experience as well as unparalleled investor communications and media expertise, which have been critical in guiding the structuring of our communications strategy with our investors, clients and other key stakeholders. Since 1983, Mr. Stern has served as Chairman of the Board and Chief Executive Officer of Sunwest Communications, Inc., a public relations firm. From 1975 to 1977, he served as Staff Assistant to President Gerald R. Ford at The White House and then served in senior corporate positions until founding Sunwest in 1982. Mr. Stern also serves as a director of Medical City Dallas Hospital and as an advisory director of the Center for Political Communication. He is past Chairman of the Texas Healthcare Trustees Association, past director of DNB Bancshares and past advisory director of NeoSpire, Inc.

Paul E. Weaver, age 66, has served as our director since July 2006. Mr. Weaver is Chairman of our Audit Committee and is a member of the Executive Committee. He is designated as a financial expert on the Audit Committee. In addition to fulfilling the Sarbanes-Oxley financial expert requirement for the Audit Committee, the Board has further concluded that Mr. Weaver is qualified to serve on the Board because of his extensive international audit and finance experience and sophistication, which are instrumental to the Audit Committee’s effective review of periodic financial disclosures, evaluation of our independent auditors and our internal controls, and understanding of critical accounting practices and complex tax matters. Mr. Weaver is a former Vice Chairman of PricewaterhouseCoopers, LLP and was Chairman of its global technology, infocom and entertainment/media practice group. Mr. Weaver serves on the boards of Unisys Corporation and WellCare Health Plans, Inc., serving as Chairman of the audit committees and a member of the compensation committees of both companies. Mr. Weaver previously served on the boards of Idearc, Inc. and Gateway, Inc. He also serves on the corporate advisory board of the University of Michigan Business School, and is Chairman of the Board of the Statue of Liberty/Ellis Island Foundation.

Douglas D. Wheat, age 61, has served as our director almost continuously since November 1999. Mr. Wheat is Chairman of our Board and a member of the Executive Committee. The Board has concluded that Mr. Wheat is qualified to serve on the Board because he possesses significant healthcare staffing industry knowledge and extensive expertise in corporate finance and mergers and acquisitions. Such knowledge and expertise are critical to the successful design and implementation of our growth strategy. Mr. Wheat previously served on the boards of several companies, including Nebraska Book Company, Inc., Smarte Carte Corporation, and Playtex Products, Inc., for which he was Chairman from 2004 to 2006. Mr. Wheat is currently Chairman of the Board of SuperMedia, Inc., an advertising company for local small- to medium-sized businesses and publisher of yellow pages directories. Mr. Wheat is a partner of Southlake Equity Group, and previously served as Chairman of Foxbridge Partners, LLC and President of Haas Wheat & Partners, L.P.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF

EACH OF THE SEVEN DIRECTOR NOMINEES NAMED ABOVE.

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Non-Director Executive Officers

Ralph Henderson, age 51, joined us as President, Nurse Staffing in September 2007. In February 2009, we appointed him President, Nurse and Allied Staffing and in February of 2012, named him President, Healthcare Staffing as he assumed executive leadership for all of our temporary staffing divisions. Mr. Henderson is responsible for leading the sales and financial performance of our nurse and allied staffing segment and our locum tenens segment. Prior to September 2007, Mr. Henderson served as Senior Vice President, Group Executive for Spherion, Inc., one of the largest commercial and professional staffing companies in the United States. Mr. Henderson started with Spherion in 1995 and held several leadership positions, including Regional Vice President and General Manager, Vice President of National Accounts, and Senior Vice President, Western Division. Prior to Spherion, Mr. Henderson was employed by American Express for nine years where in his last role he served as Vice President of Sales and Account Management in the Travel Management Services Division. Mr. Henderson holds a Bachelor of Science degree in Business Administration from Northern Arizona University.

Denise L. Jackson, age 47, joined us as General Counsel and Vice President of Administration in October 2000. Ms. Jackson is responsible for our legal, corporate governance, long-term incentive and equity compensation strategies, risk management, corporate audit services and government affairs functions. We appointed her as our Secretary in May 2003 and Senior Vice President in November 2004. From 1995 to September 2000, Ms. Jackson worked for The Mills Corporation serving as Vice President and Senior Counsel from 1998 to 2000. She holds a Juris Doctorate degree from the University of Arizona, a Master of Public Health from The George Washington University and a Bachelor of Science in Liberal Studies from the University of Arizona. Ms. Jackson is licensed as an attorney in California, the District of Columbia, Arizona and New York.

Brian M. Scott, age 42, joined us in December 2003. We appointed him Chief Financial Officer, Chief Accounting Officer, and Treasurer effective January 24, 2011. Prior to that time, Mr. Scott served in a variety of financial and operational roles for us including most recently as Senior Vice President of Operations, Finance and Business Development, in which capacity he oversaw our corporate financial planning and analysis, capital funding and business development activities. He has also served as President of our pharmacy staffing division and as Director, Senior Director and Vice President of Finance, where his roles have included overseeing all accounting operations and SEC reporting. Mr. Scott started his career in San Francisco with KPMG and later became a partner in a mid-sized CPA firm. Mr. Scott also served as controller of a biotechnology company. He is a certified public accountant (inactive) in California, and received his bachelor’s degree in accounting from California Polytechnic State University, San Luis Obispo and a Masters of Business Administration from the McCombs School of Business at the University of Texas at Austin.

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the Record Date regarding (i) each person known by us to be the beneficial owner of more than 5% of, respectively, the outstanding shares of Common Stock or Preferred Stock, (ii) each director and director nominee of the Company, (iii) the named executive officers and (iv) all executive officers and directors as a group. Except as otherwise indicated, each person has sole voting and dispositive power with respect to such shares.

Beneficial ownership includes shares for which a person, directly or indirectly, has or shares voting or investment power, or both, and also includes shares that each such person or group had the right to acquire within 60 days following the Record Date, including upon the exercise of options or warrants.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our Common Stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Directors, executive officers and greater than 10% stockholders are required by SEC rules to furnish us with copies of Section 16(a) forms they file. We believe that all of our directors, named executive officers and greater than 10% beneficial owners complied with all filing requirements applicable to them in 2011.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation objectives, philosophy, practices and programs as well as how the Compensation Committee determines executive compensation under those programs, focusing on the compensation of our named executive officers for fiscal year 2011. In particular, this CD&A provides information related to each of the following aspects of our executive compensation program:

Additionally, this CD&A provides a detailed description of the major changes in our compensation practices and programs that the Compensation Committee has implemented for fiscal years 2011 and 2012.

Executive Summary

Our Compensation Philosophy and Objectives

The Compensation Committee premises its compensation objectives on the following four principles: (1) a significant portion of executive compensation should be performance-based, linking the achievement of our financial and strategic objectives to pay; (2) the financial interests of our executive management and our stockholders should be aligned; (3) the executive compensation program should be structured so that we can compete in the marketplace in hiring and retaining top level executives in our industry and within our peer group with compensation that is competitive and reasonable; and (4) our compensation program should be designed to

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reward prudent business judgment and promote disciplined progress towards our long-term goals.

These principles are reflected in the primary components of our executive compensation program, which are base salary, short-term annual awards in the form of cash bonuses, long-term incentive awards, either in the form of equity or cash, and participation in a non-qualified deferred compensation excess savings plan as well as benefits generally available to all of our employees. The Compensation Committee’s overall philosophy is to generally set total direct compensation (salary, short-term annual awards, and long-term incentive awards) at or about the median level as compared to our peer group, although individual peer comparisons vary based on individual performance and experience, scope of responsibilities, changes in our peer group and internal parity considerations. Because the long-term incentive awards are equity based with a relative and absolute shareholder return component, the ultimate realizable value of executive compensation is strongly aligned with shareholder return.

In 2011, over 65% of our compensation for each of our named executive officers was performance-based. We held salaries at previous levels, which, for our CEO, has remained unchanged since 2007 and falls below the median of our peer group. We estimated that the 2011 target cash compensation of our CEO would fall within the 34^th percentile for CEOs and the 42^nd percentile for total direct compensation. The CEO’s total target direct compensation for 2011 reflected our relatively poor stock performance and shareholder return in 2010. However, with a significant majority of our CEO’s compensation tied to performance, there was substantial opportunity for above-median compensation based on our performance.

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Key Changes to Compensation Practices Since January 2011

In line with our core value of continuous improvement, we actively listen to our stockholders and review our actions to ensure that we have designed and implemented compensation programs that we believe will create value for our stockholders with a balance of short- and long-term incentives. Over the past two years, we have made significant changes to our compensation practices and programs, including tying an even greater percentage of our named executive officers’ compensation more directly to performance. The following table illustrates the most significant changes, each of which we discuss more fully in this CD&A.

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2011 Compensation Summary

Our compensation decisions for 2011 were influenced by a variety of factors with the overarching goal of further strengthening the linkage of pay to performance. In 2011, over 65% of the compensation for each of our named executive officers was performance-based. Furthermore, the threshold for a bonus payout for each specific component under the Bonus Plan in 2011 required that, at a minimum, 100% of the 2011 Operating Plan target for such component was achieved.

The Compensation Committee based its decisions around financial goal setting for 2011 and other actions influencing executive compensation on the expectation that (1) we would achieve market leading revenue and Adjusted EBITDA¹ growth on a consolidated basis and within each of our business segments, (2) we would capitalize on the acquisition of Medfinders in maximizing cost and revenue synergies, and (3) our named executive officers would lead their teams to successfully execute our business strategy in a manner that reflected our core values.

We exceeded our 2011 Operating Plan targets on both a consolidated basis and in our largest business segment, nurse and allied healthcare staffing. Specifically, our 2011 consolidated adjusted revenue² grew 37% to approximately $941.4 million and our 2011 consolidated Adjusted EBITDA grew 63% to approximately $70.0 million. Within the nurse and allied staffing segment, revenue grew 54% to approximately $570.7 million and Adjusted EBITDA for the segment grew 78% to approximately $63.4 million. Additionally, we achieved EBITDA synergies in connection with the Medfinders acquisition a full quarter earlier than anticipated and the full-year synergy run rate achieved was at 140% of our 2011 Operating Plan target. However, our locums tenens and home healthcare services segments did not meet our expectations. In addition, notwithstanding our industry-leading performance on a consolidated basis and in our largest segment, the price of our Common Stock declined.

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The table below summarizes how these financial results translated into our 2011 executive compensation in terms of our three principal components of executive pay.

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The table below shows the target and actual bonuses the named executive officers earned in 2011, including the full year target bonus amount, in dollars and as a percentage of salary, and the various specific components of the bonus and the full year bonus total, in dollars and as a percentage of target bonus.⁵ For 2011, our named executive officers’ actual incentive cash compensation as a percentage of total cash compensation was as follows: (1) Ms. Salka – 42%, (2) Mr. Scott – 43%, (3) Ms. Jackson – 41% and (4) Mr. Henderson – 49%.

Changes in our Named Executive Officers in 2011

We appointed Brian M. Scott as our Chief Financial Officer, Chief Accounting Officer and Treasurer on January 24, 2011, upon the resignation of Bary Bailey. Mr. Scott has been with us since 2004 and most recently had served as our Senior Vice President, Finance prior to his appointment as CFO.

Our Overall Compensation Program Philosophy, Objectives, Oversight and Components

Compensation Program Philosophy and Objectives

We base our compensation program on the following four principles: (1) a significant portion of executive compensation should be performance-based, linking the achievement of our financial and strategic objectives to pay; (2) the financial interests of our executive management and our stockholders should be aligned; (3) the executive compensation program should be structured so that we can compete in the marketplace in hiring and retaining top level executives in our industry and within our peer group with compensation that is competitive and reasonable; and (4) our compensation program should be designed to reward prudent business judgment and promote disciplined progress towards our long-term goals. In light of these principles, we designed our executive compensation program to support our strategic objectives of above market growth in revenue and profitability through the delivery of differentiated value and innovation as a workforce solutions company, expanding new revenue sources, increasing recurring revenue and improving efficiency of service delivery.

These principles are reflected in the primary components of our executive compensation program, which are base salary, short-term annual awards in the form of cash bonuses, long-term incentive awards, either in the form of equity or cash, and participation in a non-qualified deferred compensation excess savings plan as well as benefits generally available to all of our employees. The Compensation Committee’s overall philosophy is to set total direct compensation (salary, short-term annual awards, and long-term incentive awards) at or about the median level as compared to our peer group, although individual peer comparisons vary based on individual performance and experience, scope of responsibilities, changes in our peer group, internal parity considerations and the recommendations of our CEO (for compensation other than her own).

The principles associated with our performance-based compensation reflect a balance of objectives. Our annual cash incentive consists of (1) a financial performance component, which we base solely on our annual operational results as measured against certain financial metrics (the “Financial Component”) and (2) a non-financial component based on, among other things, (A) our performance relative to our direct competitors and (B) individual leadership contributions (the “Relative Performance/Individual Leadership Component”). We focus the Financial Component on the achievement of financial targets set out in our annual operating plan, which 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 plans 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 Relative Performance/Individual Leadership Component of our annual cash incentive focuses on incentivizing both superior performance over our direct competitors as measured against certain financial metrics and effective leadership. The Compensation Committee also considers relative and total shareholder return in determining our CEO’s award under the Relative Performance/Individual Leadership Component. Because relative performance against our direct competitors is often difficult to measure, and because we consider other non-financial metrics related to individual performance, such as leadership contributions, the Compensation Committee exercises reasonable judgment with respect to the payout on the Relative Performance/Individual Leadership Component. We may also utilize the Relative Performance/Individual Leadership

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Component as a partial countermeasure if our financial targets established under our annual operating plan at the beginning of the year do not ultimately reflect above market performance.

In 2011, our long-term incentive plan had two vehicles focused on ensuring executive pay alignment with our stockholders. We utilized performance RSUs, the ultimate realizable value of which depends on performance against a broader market on a relative and absolute total shareholder return basis. Because our performance RSU awards measure relative total shareholder return and absolute total shareholder return 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. We also utilized time-vested RSUs as part of our long-term incentive program, which we consider performance related because the ultimate value of the RSUs depends on the price of our Common Stock. In addition to stockholder alignment, we believe these awards are a necessary and effective retention tool, which is consistent with our compensation principles. Our long-term incentive program, which, at target levels, represents roughly 50% of our CEO’s total direct compensation, is designed to provide leverage both up and down based on relative performance so that the total pay package is ultimately meaningfully below the peer median in case of relative poor stock performance and meaningfully above the peer group median for relative stock outperformance. In 2011, we further strengthened the link of pay to performance through the introduction of performance RSUs, with the ultimate realizable number of RSUs dependent on relative and absolute total shareholder return over a three-year period.

In 2011, we held salaries at previous levels, which for our CEO, has remained unchanged since 2007 and falls below the median of our peer group. We estimated that the 2011 target cash compensation of our CEO would fall within the 34^th percentile for CEOs and the 42^nd percentile for total direct compensation. The CEO’s total target direct compensation for 2011 reflected our relatively poor stock performance and shareholder return in 2010. However, with a significant majority of our CEO’s compensation tied to performance, there was substantial opportunity for above-median compensation based on our performance.

Our Compensation Program Oversight

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

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) national compensation survey data, (2) peer financial performance and compensation information, (3) our financial performance both against our internal financial targets and against our designated peer group, and (4) 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 that 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 primarily from the healthcare staffing and management services sector and the commercial recruitment and staffing sector, and to a lesser extent, from the broader healthcare service industry. Like us, many of our peers are in both the S&P SmallCap 600 index and the S&P Composite 1500 Index. In September 2011, the Compensation Committee reviewed our peer group to determine if there had been any substantial changes with our peers over the past year. Based on our review, the Compensation Committee increased our peer group for 2012 from 15 peers to 17 peers, adding two companies, MedAssets, Inc. and Team Health Holdings, Inc. Our 2012 peer group ranges from approximately $363 million to $2.67 billion in annual revenues (as of such peers’ most recently fiscal year reported before September 2011) and from approximately $263 million to $1.18 billion in market capitalization. The following companies comprise our 2012 peer group: Amedisys, Inc., CDI Corp., Cross Country Healthcare, Inc., Gentiva Health Services, Inc., Healthways, Inc., Heidrick & Struggles International, Inc., Insperity, Inc. (formerly known as Administaff, Inc.), IPC The Hospitalist Company, KForce, Inc., Korn/Ferry

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International, LHC Group, Inc., MedAssets, Inc., On Assignment, Inc., RehabCare Group, Inc., SFN Group, Inc., Team Health Holdings, Inc. and TrueBlue, Inc.

Components of Our Compensation Program

The principal components of our executive compensation program include:

The philosophy behind the overall design and the objectives of our compensation program are set forth above under “Compensation Program Philosophy and Objectives.”

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 industry and against national benchmarks, (2) our operational and financial performance, (3) our stock performance, (4) individual performance, knowledge, experience and responsibility, and (5) for those who report to her, the recommendations of our CEO. We evaluate our operational and financial performance in light of our annual internal objectives and our operating plan for the year, the healthcare staffing industry performance and peer benchmarking data. We evaluate our stock performance against our peer group and the Russell 2000. The CEO bases her recommendations on the same factors the Compensation Committee considers, and her recommendations are particularly helpful for the Compensation Committee to evaluate an individual’s performance, knowledge, responsibility and experience.

Annual Cash Incentive Performance Bonus

Annual cash 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 primarily short-term, annual financial objectives that support our strategic objectives. Although certain details of the annual bonus incentive change from year to year based upon the Compensation Committee’s focus, a few key components comprise its general structure. The Compensation Committee chooses specific financial goals based on our annual operating plan. The metrics typically include such financial measures as consolidated revenue and 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. Each named executive officer’s target bonus level is a percentage of his or her annual base salary as set by the Compensation Committee. The threshold level (a threshold that must be reached for any bonus payout) typically starts at a minimum performance level of 80-90% of the target amount for each metric and a maximum bonus typically requires a performance level of 110-130% of the target amount for each metric. Thus, executives can earn less than their target bonus if they achieve at least the threshold level of performance but less than the target level of performance, and can earn more than their target bonus if they achieve performance levels higher than the target amounts. A portion of the bonuses has been based on non-financial factors, such as performance relative to direct competition, leadership and strategic metrics, and, for our CEO, total shareholder return.

In setting the named executive officers’ 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 percentage), individual performance, knowledge, experience and responsibility, 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.

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 stockholders if the amendment would affect

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the tax deduction of payments made under it. Our Bonus Plan complies with Section 162(m) of the Internal Revenue Code (the “Code”). The Board is seeking stockholder approval of the Amended Bonus Plan to allow for a multi-year performance period as well as to expressly provide for objective financial measurements relating to our performance compared to our peers.

Long-Term Incentives

Long-term incentives in the form of equity awards have served 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, which includes meeting our financial objectives on a sustained basis. In 2011, we added performance RSUs to our long-term incentive structure to strengthen the performance-based component of the long-term incentive program. See “Our Fiscal Year 2011 Compensation Program and Results—Long-Term Incentive Compensation” set forth below.

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 (the “Deferred Compensation Plan”) primarily as a result of a market review that indicated that a deferred compensation plan was a significant component of executive compensation. Beginning in 2011, we excluded our named executive officers, among others, from participating in our 401(k) savings plan, primarily to assist us in satisfying discrimination testing performed on our 401(k) savings plan. Although we originally adopted the Deferred Compensation Plan to assist members of our management, including the named executive officers, to defer additional compensation for tax purposes above and beyond the limits of our 401(k) savings plan, it now serves as the exclusive benefit plan they have to save for retirement. The Deferred Compensation Plan is not intended to be tax qualified and is an unfunded plan. Plan participants choose from a menu of deemed investment options. Deferred Compensation Plan participants may defer up to 80% of base salary, up to 90% of bonuses and up to 100% of vested RSU awards. We periodically review benchmarking data to establish deferred compensation limits. The employee fully vests in our matching contribution following five years of employment with us. In 2011, we established a matching contribution of 25% of a participant’s contribution up to the first 8% of their annual cash compensation.

We offer healthcare insurance and other welfare and employee benefit programs to our named executive officers, which are the same as those programs provided to all eligible employees. We offer these plans to support our objective of attracting and retaining strong talent.

Employment and Severance Agreements

Severance arrangements serve as the fifth component of our executive compensation program. We are party to an employment agreement with our CEO, which contains severance provisions, and have entered into severance agreements with each of our other 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 consultants and the 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.

Our Fiscal Year 2011 Compensation Program and Results

Our named executive officers’ 2011 direct compensation consisted of the first four components identified above. We discuss in detail below our 2011 compensation program results for the three primary components.

Base Salary

In December 2010 and January 2011, the Compensation Committee reviewed salary levels for the named executive officers for 2011. It considered, among other things, benchmarking data, our CEO’s recommendations and our operational, financial and stock performance. Notwithstanding our significant revenue and profitability growth in 2010 and 2011, our total shareholder return was unfavorable. As a result, consistent with its actions in 2010, the Compensation Committee decided not to raise salaries for our named executive officers for 2011, consistent with its philosophy of having performance-based compensation (short- and long-term incentives) more heavily weighted.⁷

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Bonus Plan

Bonus Plan Structure and Targets

In January 2011, the Compensation Committee reviewed the bonus level for each named executive officer, which we express as a percentage of annual base salary. Given our financial and stock performance in 2010 and the market within our peer group, the Compensation Committee determined that it would maintain the same bonus levels that were established in 2009: our CEO’s target percentage at 75% of annual base salary, our CFO’s target at 60% of annual base salary, our President, Nurse and Allied Staffing’s target at 60% of annual base salary, and our General Counsel’s target at 55% of annual base salary for 2011. Also, in January 2011, the Compensation Committee decided on a structure for the Bonus Plan under which the Financial Component comprised 75% of the total target bonuses, and the Relative Performance/Individual Leadership Component comprised the remaining 25%. We geared the Financial Component toward the achievement of financial targets set forth in the 2011 Operating Plan, which we believed represented above market growth for our healthcare staffing segments. In addition, we set the targets for 100% payout of the annual cash incentive bonus at higher than target level performance under the 2011 Operating Plan. We directed the Relative Performance/Individual Leadership Component toward incentivizing superior performance over our direct competitors as measured against certain financial metrics and leadership contributions.

We weighted the components of the bonus differently for named executive officers based on their respective areas of responsibility. For our CEO, CFO and General Counsel we utilized consolidated financial performance goals, and for our President, Nurse and Allied Staffing we utilized both consolidated and business segment goals with the business segment goals weighted more heavily. We set the consolidated goals and weighting for our CEO, CFO and General Counsel as follows: (1) consolidated revenue (25%); (2) consolidated Adjusted EBITDA (25%); (3) EBITDA synergies associated with the acquisition of Medfinders (25%); and (4) the Relative Performance/Individual Leadership Component (25%). We set the goals and weighting for our President, Nurse and Allied Staffing as follows: (i) consolidated revenue and consolidated Adjusted EBITDA (25%); (ii) revenue for the nurse and allied healthcare staffing segment (25%); (iii) EBITDA for the nurse and allied healthcare staffing segment (25%); and (iv) the Relative Performance/Individual Leadership Component (25%).

The Compensation Committee chose these performance goals for a number of reasons. It chose revenue because it believes it is the best measurement to evaluate the success of our strategy to grow as a workforce solutions company. It chose Adjusted EBITDA because management, the Board, and stockholders consistently use the measure to focus on and assess our profitability. Furthermore, 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 chose EBITDA synergy because (1) the achievement of such synergies constituted a significant portion of the anticipated benefits of our acquisition of Medfinders and (2) it desired to focus our named executive officers on the successful integration of Medfinders, which, if not accomplished in a focused, attentive and detailed manner may lead to operational and performance issues in the future (and thereby negatively affect our strategic objectives). The Compensation Committee used the Relative Performance/Individual Leadership Component to, among other things, (1) provide a partial countermeasure if our financial targets did not ultimately reflect above market performance, and (2) distinguish among individuals with respect to other non-financial metrics such as leadership.

As stated above, the consolidated revenue and Adjusted EBITDA target levels represented growth that the Compensation Committee believed exceeded general organic growth rates in the markets we serve, and it approached the payout levels for the financial metrics with this in mind. Significantly, the threshold for a named executive officer to receive a bonus on the financial metrics required achieving 100% of our 2011 Operating Plan, up from our customary 80-90% of annual operating plan. Additionally, receipt of the target bonus for (1) consolidated revenue required exceeding our 2011 Operating Plan by 3.33%, (2) Adjusted EBITDA required exceeding our 2011 Operating Plan by 6.67%, and (3) EBITDA synergy required exceeding our 2011 Operating Plan by 6.67%. Because of the strategic opportunities presented by the Medfinders acquisition, the Compensation Committee believed these targets, while aggressive, were appropriate and achievable.

Bonus Plan Payouts

With respect to the absolute financial performance goals comprising the Financial Component, our 2011 financial results exceeded 100% of our 2011 Operating Plan targets established by the Board on both a consolidated basis and in our largest business segment, nurse and allied healthcare staffing. We exceeded our 2011 Operating Plan consolidated Adjusted EBITDA target of $63.3 million by 10% and performed at 100.9% of our 2011 Operating Plan consolidated revenue target, which represented year over year revenue growth of 37% and Adjusted EBITDA growth of 63%. Our nurse and allied healthcare staffing segment, which represents the majority of our consolidated revenues, performed at 107% and 140% of our 2011 Operating Plan revenue and Adjusted EBITDA targets for that segment, respectively, representing year over year growth of 54% and 78%, respectively. We also exceeded our EBITDA synergies target by over 40%. With respect to the Relative Performance/Individual Leadership Component, the

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Compensation Committee believes we achieved both consolidated revenue and Adjusted EBITDA growth that exceeded our direct competitors in healthcare staffing, and, in nurse and allied healthcare staffing, our largest segment, such outperformance was even more pronounced. As a result, each named executive officer received between 90% and 160% of his or her target bonus under the Bonus Plan. All named executive officers, other than our CEO, received an award under the Relative Performance/Individual Leadership Component, with Mr. Henderson receiving a higher award because of the higher relative outperformance with respect to both growth in revenues, gross margins and Adjusted EBITDA in the nurse and allied healthcare staffing segment for which he serves as President. Although we believe our overall business outperformed our direct competitors and it exceeded our 2011 Operating Plan, our CEO received no bonus for the Relative Performance/Individual Leadership Component because of disappointing performance in the locum tenens and home healthcare services segments, and poor relative total shareholder return. Our poor share performance also significantly affected the value of Ms. Salka’s long-term incentive awards.

The tables set forth below set forth summary details of the calculations for each named executive officer’s bonus:

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