YOUR VOTE IS IMPORTANT

WE URGE YOU TO VOTE USING TELEPHONE OR INTERNET VOTING, IF AVAILABLE TO YOU, OR IF YOU RECEIVED THESE PROXY MATERIALS BY MAIL, BY COMPLETING, SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY CARD PROMPTLY. PLEASE NOTE THAT IF YOUR SHARES ARE HELD BY A BANK, BROKER, OR OTHER RECORDHOLDER AND YOU WISH TO VOTE THEM AT THE MEETING, YOU MUST OBTAIN A LEGAL PROXY FROM THAT RECORDHOLDER.

Our Annual Meeting of Stockholders (the “Annual Meeting”) will be held at our corporate headquarters located at 12400 High Bluff Drive, Suite 100, San Diego, California 92130, on April 24, 2013, at 8:30 a.m. Pacific Daylight Time or at any

subsequent time that may be necessary by any adjournment or postponement of the Annual Meeting. You may obtain directions to our corporate headquarters in the “Contact Us” tab of our website at www.amnhealthcare.com.

 

We are making the proxy solicitation materials available to stockholders electronically via the Internet under the Notice and Access rules and regulations of the Securities and Exchange Commission (the “SEC”). On or about March 14, 2013, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) in lieu of mailing a full set of proxy materials. Accordingly, our proxy materials are first being made available to our stockholders on or about March 14, 2013. The Notice includes information on how to access and review the proxy materials, and how to vote, via the Internet. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on

how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe this method of delivery will decrease costs, expedite distribution of proxy materials to you, and reduce our environmental impact. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our Annual Meeting. Stockholders who received the Notice but would like to receive a printed copy of the proxy solicitation materials in the mail should follow the instructions in the Notice for requesting such materials.

 

We are furnishing you these proxy materials in connection with the solicitation of proxies on behalf of our Board of Directors (the “Board”) for use at the Annual Meeting. This proxy statement includes information that we are required to provide under SEC rules and is designed to assist you in voting your shares.

Proxies in proper form received by us at or before the time of the Annual Meeting will be voted as specified. Stockholders may specify their choices by marking the appropriate boxes on your 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 Annual 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”), cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy.

 

The Notice will provide you with instructions regarding how to (1) view on the Internet our proxy materials for the Annual Meeting; and (2) instruct us to send proxy materials to you by email. The proxy materials are also available on our website at www.amnhealthcare.com under the “Investor Relations”

tab. Choosing to receive proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment.

 

The proxy materials include:

 

•

Our Notice of Annual Meeting of Stockholders,

 

•

This proxy statement, and

•

Our 2012 Annual Report.

If you receive a paper copy of these materials by mail, the proxy materials also include a proxy card.

 

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 our proxy materials, including our 2012 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 recordholders 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.

 

In accordance with our Amended and Restated By-laws (the “Bylaws”), the Board has fixed the close of business on February 27, 2013 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 45,848,868 shares. Each stockholder is entitled to one vote for each share of Common Stock he or she held as of the Record Date. Shares cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy.

 

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

 

•

Proposal 1: To elect the eight directors nominated by the Board and named in this proxy statement;

 

•

Proposal 2: To approve, by non-binding advisory vote, the compensation of our named executive officers;

•

Proposal 3: To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013; and

 

•

Such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

 

With respect to Proposal 1, the election of directors, you may vote FOR, AGAINST or ABSTAIN. Our Bylaws require that in an election where the number of director nominees does not exceed the number of directors to be elected, each 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 and 3 (or on any other matter to be voted on at the Annual Meeting), you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on either Proposal 2 or 3, the abstention will have the same effect as an AGAINST vote.

 

The Board recommends that you vote:

 

•

FOR the election of the eight directors nominated by the Board and named in this proxy statement;

•

FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers; and

 

•

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.

 

How to vote your shares depends on whether you hold your shares as a “stockholder of record” or as a “beneficial owner,” which terms we explain in Question 12 below. If you are a stockholder of record, you can vote in the following ways:

 

•

By Internet: by following the Internet voting instructions included in the Notice at any time up until 8:59 p.m., Pacific Daylight Time, on April 23, 2013.

 

•

By Telephone: by following the telephone voting instructions included in the Notice at any time up until 8:59 p.m., Pacific Daylight Time, on April 23, 2013.

 

•

By Mail: if you have received a printed copy of the proxy materials from us by mail, you may vote by mail by marking, dating, and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials. The proxy card must be received prior to the Annual Meeting.

•

In Person: You may vote your shares in person at the meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting.

If you are a beneficial owner, your broker should give you instructions for voting your shares. In these cases, you may vote by Internet, telephone or mail, as instructed by your broker. You may vote your shares beneficially held through your broker in person if you attend the Annual Meeting and you obtain a valid proxy from your broker giving you the legal right to vote the shares at the Annual Meeting.

 

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 as set described below.

 

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 and 2. We believe that Proposal 3 — 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.

 

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 will it impact any vote that requires a majority of the votes cast (Proposal 1).

 

Yes, 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, which the Secretary must receive prior to the Annual Meeting, 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. You may change your vote at any time prior to the voting of your shares at the Annual Meeting by (a) casting a new vote by telephone or over the Internet by the time and date set forth in Question 11 above; or (b) sending a new proxy card with a later date that is received prior to 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 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.

 

The Board is elected by the stockholders to oversee their interest in the overall success of our business and financial strength. The Board serves as our ultimate decision-making body to the extent set forth in our Certificate of Incorporation

and Bylaws. It also selects and oversees the members of our senior management, who, in turn, oversee our day-to-day business and affairs.

 

Eight 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 eight nominees listed below. Upon the recommendation of the Corporate Governance Committee, the members of the Board have nominated for election our eight 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:

 

		Mark G. Foletta Director Since December 2012 Age: 52 Board Committees: Audit Committee Business Experience, Qualifications and Affiliations: The Board has concluded that
Mr. Foletta is qualified to serve on the Board because he brings considerable audit and financial experience and has experience as a public company director. Mr. Foletta is also designated as a financial expert on the Audit Committee. Since February 2013, Mr. Foletta has served as a director and a member of the Audit Committee of Regulus Therapeutics Inc. Mr. Foletta served as Senior Vice President, Finance and Chief Financial Officer of Amylin Pharmaceuticals, Inc. from March 2006 until October 2012, and he previously served as Vice President, Finance and Chief Financial Officer of Amylin from March 2000 to March 2006. Mr. Foletta previously served as a Principal of Triton Group Management, Inc. from 1997 to 2000. From 1986 to 1997, Mr. Foletta held a number of management positions with Intermark, Inc. and Triton Group Ltd., the most recent of which was Senior Vice President, Chief Financial Officer and Corporate Secretary. From 1982 to 1986, Mr. Foletta was with Ernst & Young, where upon his departure he was serving as an Audit Manager. He was a director of Anadys Pharmaceuticals, Inc. from 2005 until its sale in 2011. Mr. Foletta received a B.A.

in Business Economics from the University of California, Santa Barbara. He is a Certified Public Accountant (inactive) and a member of the Financial Executives Institute.

 

		R. Jeffrey Harris Director Since September 2005 Age: 58 Board Committees: Compensation and Audit Committees Business Experience, Qualifications and Affiliations: 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 until Fisher Scientific International, Inc. acquired it in 2004. Mr. Harris serves on the Board of Brookfield Academy, a non-profit entity.

 

		Michael M.E. Johns, M.D. Director Since December 2008 Age: 71 Board Committees: Compensation and Corporate Governance Committees Business Experience, Qualifications and Affiliations: 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. Dr. Johns is Professor of Medicine and Public Health at Emory University, where he served as Chancellor from October 2007 through August 2012. 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.
		Martha H. Marsh Director Since September 2010 Age: 64 Board Committees: Compensation (Chair) and Corporate Governance Committees Business Experience, Qualifications and Affiliations: 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 serves as a

director of Owens & Minor, Inc., a healthcare supply management company, and also serves on its Audit Committee and Strategic Planning Committee. She also serves on the boards of Teichert and Ascension Healthcare Network, two privately held companies. 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.
		Susan R. Salka Director Since September 2003 Age: 48 Board Committees: Executive Committee Business Experience, Qualifications and Affiliations: Ms. Salka has served as our
President since May 2003 and our CEO since May 2005. The Board has concluded that Ms. Salka is qualified to serve on the Board because she has over two decades of experience in the healthcare services industry, including 23 years of 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 board of San Diego State University Campanile Foundation.

 

		Andrew M. Stern Director Since November 2001 Age: 63 Board Committees: Corporate Governance (Chair) and Audit Committees Business Experience, Qualifications and Affiliations: 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 and is a member of the Committee on Governance of the American Hospital Association. He formerly served as an advisory director of NeoSpire, Inc.
		Paul E. Weaver Director Since July 2006 Age: 67 Board Committees: Audit (Chair) and Executive Committees Business Experience, Qualifications and Affiliations: The Board has 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. Accordingly, Mr. Weaver is designated as a financial expert on the Audit Committee. 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. He also serves as Chairman of the Board of the Statue of Liberty-Ellis Island Foundation, a not for profit entity.
		Douglas D. Wheat Chairman of the Board Director Since 1999 Age: 62 Board Committees: Executive Committee Business Experience, Qualifications and Affiliations: 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 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 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 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 EIGHT DIRECTOR NOMINEES NAMED ABOVE.

We strive to act in accordance with the highest standards of professional and personal conduct. Accordingly, we have adopted the following:

 

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a Code of Business Conduct and Ethics (“Code of Business Conduct”),

 

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a Code of Ethics for the Principal Executive Officer and Senior Financial Officers (“Financial Officers Code of Ethics”), and

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Corporate Governance Guidelines (“Guidelines”).

We publish the above-referenced documents, as they may be modified from time to time, in the link entitled “Corporate Governance” located within the “Investor Relations” tab 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, the Code of Business Conduct and the Financial Officers Code of Ethics as warranted.

 

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

 

(1)

the director does not qualify as independent under Rule 303A.02(b) of the NYSE Listed Company Manual,

 

(2)

the director or an immediate family member is a partner of, or of counsel to, a law firm that performs substantial legal services for us on a regular basis, or

 

(3)

the director or an immediate family member is a partner, officer or employee of an investment bank or consulting firm that performs substantial services for us on a regular basis for which they receive compensation.

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

 

(1)

the director or an immediate family member is an executive officer of another company that does business with us and the annual sales to, or purchases

from, us are less than 1% of the annual revenues of the company for which he or she serves as an executive officer,

 

(2)

the director or an immediate family member is an executive officer of another company which is indebted to us, or to which we are indebted, and the total amount of either company’s indebtedness to the other is less than 1% of the total consolidated assets of the company for which he or she serves as an executive officer and such indebtedness is not past due, or

 

(3)

the director or an immediate family member serves as an officer, director or trustee of a charitable organization, and our discretionary charitable contributions to the organization are less than 1% of its total annual charitable receipts.

The Board has determined that director nominees Mark G. Foletta, 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, 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) or any other person meeting the definition of “related person” under Item 404 of Regulation S-K promulgated under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, 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 2012 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.

 

We expect each of our Board members to attend each meeting of the Board and of the committees on which he or she serves. We expect our directors to attend our annual meeting of stockholders. During 2012, the Board met five times and took three actions by unanimous written consent. In 2012, no member of the Board attended fewer than 75% of

the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she has been a director) and (ii) the number of meetings held by all committees of the Board (during the periods that he or she served on such committees). All of our directors attended our 2012 Annual Meeting of Stockholders.

 

We currently separate the roles of Chairman of the Board and the Chief Executive Officer. 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.

 

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 ethical and certain legal requirements, and our process to manage business and financial risk. Among other things, 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)

approving procedures for receiving complaints by us regarding accounting, internal accounting controls or auditing matters, reviewing our code of conduct program and 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 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. After its consideration of the foregoing factors, the Compensation Committee has determined that our compensation programs and policies do not create risks that are reasonably likely to have a material adverse effect on us. Notwithstanding, the Compensation Committee did determine that it should introduce an additional metric in the performance equity awards in 2012 so as to not place too much emphasis on a single metric.

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.

 

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 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. A more detailed description of the function, duties and responsibilities of the Audit, Corporate Governance and Compensation Committees is included in each Committee’s charter available in the link entitled “Corporate Governance” located within the “Investor Relations” tab of our website at www.amnhealthcare.com.

Audit Committee. During 2012, Paul E. Weaver, Andrew M. Stern and R. Jeffrey Harris served on the Audit Committee. On December 10, 2012, the Board elected Mark G. Foletta to the Board and appointed him to the Audit Committee. Mr. Weaver served as Audit Committee Chairman. The Board has determined that all Audit Committee members are financially literate, and that both Mr. Weaver and Mr. Foletta satisfy 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 Exchange Act, and Section 303A of the NYSE Listed Company Manual.

The Audit Committee met nine times in 2012. Our Audit Committee Charter, last amended in February 2013, sets

forth the duties of the Audit Committee. Generally, 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:

 

(i)

reviews our internal accounting controls and audited financial statements,

 

(ii)

reviews with our independent registered public accounting firm the scope of its audit, its audit report and its recommendations,

 

(iii)

considers the possible effect on the independence of such firm in approving non-audit services requested of it, and

 

(iv)

appoints our independent registered public accounting firm, subject to ratification by our stockholders.

Corporate Governance Committee. During 2012, Andrew M. Stern, Dr. Michael M.E. Johns and Martha H. Marsh comprised the Corporate Governance Committee. Mr. Stern served as its Chairman. During 2012, the Corporate Governance Committee met five times. All members of the Corporate Governance Committee meet the standards for independence required by the NYSE.

Our Corporate Governance Committee Charter, last amended in September 2012, sets forth the duties of the Corporate Governance Committee. Generally, 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.

 

With respect to 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.

The Corporate Governance Committee considers stockholder recommendations of qualified nominees when such recommendations are submitted in accordance with the procedures described in the Bylaws. To have a nominee considered by the Corporate Governance Committee for election at the 2014 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 24, 2014 and no sooner than December 25, 2013. Any such recommendation must include the information set forth on Exhibit A to this proxy statement (page A-1). 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 for the director election to be held at the Annual Meeting.

Compensation Committee. During 2012, R. Jeffrey Harris, Dr. Michael M.E. Johns and Martha H. Marsh comprised the Compensation Committee. Mr. Harris served as its Chairman

until April 18, 2012, at which time Ms. Marsh took over as the Chairperson. The Compensation Committee met seven times during 2012 and took action by unanimous written consent one time.

The Compensation Committee Charter, last amended in September 2012, sets forth the duties of the Compensation Committee. 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 and oversees the preparation of our compensation disclosure and analysis required by the SEC to be included in our annual proxy statement and recommends their 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; and (iv) 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.

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 Senior Management Incentive Bonus Plan, as Amended and Restated (the “Bonus Plan”), which our stockholders reapproved in April 2012, 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 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 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, the assessment of the program compared to our peers and director and executive compensation trends. In retaining and utilizing Frederic W. Cook & Co., the Compensation Committee considers (1) directors’ experience with its employees and representatives while serving on other boards, (2) knowledge and experience in executive compensation program design, corporate finance and legal and regulatory issues, (3) 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 and (4) factors affecting independence. Frederic W. Cook & Co. does not have any other relationship with or provide any other services to us and the Compensation Committee has determined that it is independent and has no conflicts of interest with us.

Executive Committee. During 2012, 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. In 2012, the Executive Committee held no meetings.

 

The Board has regularly scheduled meetings during the year for non-management directors without management present. During 2012, 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.

 

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.

 

We pay non-employee directors an annual cash retainer and no meeting fees. Additionally, the Chairman of the Board and committee chairpersons each receives an additional annual retainer. We also reimburse directors for out-of-pocket expenses incurred in connection with their service. Annual

retainers are payable in four equal quarterly installments. The table below sets forth the annual retainers for fiscal year 2012:

 

Position		Annual Retainer ($)
Non-Employee Director			50,000
Chairperson of the Board			50,000
Chairperson of Audit Committee			30,000
Chairperson of Compensation Committee			15,000
Chairperson of Corporate Governance Committee			10,000

 

We do not have a program of automatic annual equity grants, but historically have granted equity awards to non-employee directors upon appointment or election to the Board, and annually thereafter during the director’s term. Although discretionary, we anticipate that we will continue to grant annual equity awards to non-employee directors at some level. The grant date value of such awards has typically been two to three times that of the director cash retainer.

 

On April 18, 2012, we granted each non-employee director an equity award of 22,575 RSUs. The RSUs granted on April 18, 2012 vest on April 18, 2013. Each director had the option of deferring receipt of shares of Common Stock underlying vested RSUs until his or her separation of service or receiving them upon vesting.

 

The Board believes that all directors should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our stockholders. Accordingly, it is the Board’s desire that each non-employee director will hold Common Stock and vested but unsettled RSUs of the Company equal to a value of at least three times the director’s annual cash retainer, or $150,000. The value of unvested RSUs and vested or unvested stock appreciation rights (“SARs”) and options are not taken into account in

determining whether a director meets our director equity ownership guidelines. Directors who have not met our ownership guidelines will retain 50% of net vested shares from equity awards issued subsequent to January 1, 2012 until they have reached the minimum stock holding requirement. Other than Mr. Foletta, who just recently joined our Board in December 2012, all of our directors satisfy our director equity ownership guidelines as of December 31, 2012.

 

Susan R. Salka		President and Chief Executive Officer
Brian M. Scott		Chief Financial Officer, Chief Accounting Officer and Treasurer
Ralph S. Henderson		President, Healthcare Staffing
Denise L. Jackson		Senior Vice President, General Counsel & Secretary

We believe that our executive compensation program should be and is designed to help us build long-term stockholder value. In 2012, the Compensation Committee re-analyzed its compensation philosophy, leading to further refinement on its views of the objectives and goals of our executive compensation program. Among other things, the Compensation Committee premises our compensation objectives on the following guiding principles:

 

•

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

 

•

Create commonality of interest between our executives and stockholders by tying realized compensation directly to changes in stockholder value,

 

•

Support the attainment of our short- and long-term financial and strategic objectives, and

 

•

Attract, retain and motivate highly skilled executives.

2012 Financial, Business and Stock Performance Highlights

A long-standing principle of our executive compensation program is to link pay to performance. Accordingly, when making compensation decisions, we analyze our financial and

stock performance and execution of our strategic initiatives. As set forth below, the Company delivered positive financial, business and stock performance in 2012 and made significant progress on our long-term strategic goals.¹ Our key financial highlights for 2012 included:

 

•

The price of our Common Stock increased 161% in 2012, from $4.43 on January 1, 2012 to $11.55 as of December 31, 2012.

 

•

Our consolidated revenue increased year over year 7%, to $954.0 million in 2012.

 

•

Our consolidated Adjusted EBITDA2 increased year over year 15%, to $73.7 million in 2012.

 

•

Our nurse and allied healthcare staffing segment revenue increased year over year 15%, to $653.8 million in 2012.

 

•

Our nurse and allied healthcare staffing segment EBITDA increased year over year 21%, to $75.9 million in 2012.

 

•

We made principal debt payments of $50.2 million in 2012, and our total debt outstanding, net of discount, equaled $158.2 million as of December 31, 2012.

 

The Compensation Committee based its decisions around financial goal setting for 2012 and other actions influencing executive compensation on the expectation that (1) we would achieve market leading revenue and Adjusted EBITDA³ growth on a consolidated basis and within each of our business segments, and (2) our named executive officers would lead their teams to successfully execute our business strategy in a manner that reflected our core values. Our nursing and allied staffing and physician permanent placement services segments exceeded our 2012 Operating Plan segment

revenue and segment Adjusted EBITDA targets while our locum tenens staffing segment did not. On a consolidated basis, we exceeded our Adjusted EBITDA target and substantially met our 2012 operating plan (the “2012 Operating Plan”) revenue target. Because of our positive financial performance, our industry-leading total shareholder return and the progress on our strategic initiatives, each named executive officer received between 130% and 149% of his or her 2012 target bonus.

 

In 2012, the Compensation Committee re-analyzed its compensation philosophy in an effort to further refine its guiding principles. The Compensation Committee determined that our executive compensation program should be based on an “Executive Compensation Philosophy” available in the link entitled “Corporate Governance” located within the “Investor Relations” tab of our website at www.amnhealthcare.com that embraces the following principles:

 

•

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

 

•

Create commonality of interest between our executives and stockholders by tying realized compensation directly to changes in stockholder value,

•

Reward our executives for long-term improvement in stockholder value,

 

•

Support the attainment of our short- and long-term financial and strategic objectives,

 

•

Provide differentiated pay based on an executive’s contributions to our performance,

 

•

Attract, retain and motivate highly skilled executives,

 

•

Be competitive with companies in our peer group, and

 

•

Maximize the financial efficiency of the overall program from tax, accounting, and cash flow perspectives.

 

With this philosophy as the foundation, we designed and continually evaluate 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 healthcare workforce solutions company, expanding new revenue sources, increasing recurring revenue and improving efficiency of service delivery.

Our executive compensation philosophy is reflected in the primary components of our executive compensation program: (1) base salary, (2) annual cash performance bonuses, and (3) long-term incentive awards, typically in the form of equity, and customary benefits. The Compensation Committee’s overall philosophy is to set total direct compensation (salary, short-term annual performance 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 that 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 that we set with the goal of achieving what we believe constitutes above market performance in the healthcare workforce solutions industry. Because we base our annual operating plan on goals related to the execution of our operational and business strategies, the annual cash incentive plan supports the achievement of our strategic goals. The 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 in line with our core values and executive leadership competencies. The Compensation Committee also considers relative and total shareholder return in determining our CEO’s award under the 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 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 2012, 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 two measures: (1) a relative basis against a broader market (the Russell 2000) and (2) an absolute total shareholder return basis. Because our performance RSU awards measure relative total shareholder return and absolute total shareholder return over an approximately 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 the ultimate value of which depend on the price of our Common Stock and provide for performance-based accelerated vesting. 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 2012, we held salaries at previous levels (other than for Mr. Scott), which for our CEO, remained unchanged since 2007 and fell below the median of our peer group. We estimated that the 2012 target cash compensation of our CEO would fall around the 50th percentile for CEOs within our peer group and 2012 total direct compensation would fall below the 35th percentile for CEO’s within our peer group. With half of the CEO’s compensation tied directly to total shareholder return in 2012, we believed there was significant upside compensation opportunity with an increase in our stock price.

 

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

(1)

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

(2)

making recommendations to the Board regarding the design of our incentive compensation programs; and

(3)

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

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 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 July 2012, the Compensation Committee

reviewed our peer group to determine if there had been any substantial changes with our peers since its peer group evaluation in September 2011. Based on its review, the Compensation Committee reduced our peer group from 17 to 14. It did so by excluding RehabCare Group, Inc. and SFN Group, Inc., both of which were acquired in 2011, and accordingly no longer represented appropriate peers. Additionally, based on market capitalization and revenue disparities, the Compensation Committee also decided to exclude Team Health Holdings, Inc. from our peer group.

Our peer group ranges from approximately $504 million to $2.16 billion in annual revenues (as of such peers’ most recently reported fiscal year (as reported before March 6, 2013)) and from approximately $148 million to $1.07 billion in market capitalization (as of December 31, 2012). For purposes of comparison, our market capitalization as of December 31, 2012 equaled approximately $513 million and our consolidated revenue for our 2012 fiscal year equaled $954.0 million. The table below sets forth our peer group as determined by our Compensation Committee in July 2012.

 

Peer
Amedisys, Inc.
CDI Corp.
Cross Country Healthcare, Inc.
Gentiva Health Services, Inc.
Healthways, Inc.
Heidrick & Struggles International, Inc.
Insperity, Inc.
IPC The Hospitalist Company
KForce, Inc.
Korn/Ferry International
LHC Group, Inc.
MedAssets, Inc.
On Assignment, Inc.
TrueBlue, Inc.

 

The principal components of our executive compensation program include:

 

(1)

base salary;

 

(2)

short-term or annual performance awards in the form of cash bonuses;

 

(3)

long-term incentive awards;

 

(4)

a non-qualified deferred compensation excess savings plan as well as benefits generally available to all of our employees; and

 

(5)

for our CEO, an employment agreement with severance provisions and, for our other named executive officers, severance arrangements.4

Base Salary

Base salary serves as the first component of our executive compensation program. We utilize base salary as a

compensation component to attract and retain talented executives and to provide them with a fixed base of cash compensation. 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 performance bonus opportunities serve as the second component of our executive compensation program. The Bonus Plan is the mechanism by which the Compensation Committee provides such opportunities. We intend our Bonus Plan to provide a strong incentive for our officers to achieve 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 consolidated Adjusted EBITDA. The Compensation Committee sets threshold, “target” (i.e., 100%), and maximum amounts for bonuses and a weight for each metric that corresponds to the level of achievement we require to trigger a threshold, target or maximum bonus for the named executive officer under such metric. 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 target bonus), 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 the tax deduction of payments made under it. We intend our Bonus Plan to comply with Section 162(m) of the Internal Revenue Code (the “Code”).

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 and, in 2012, increased the proportion that these awards represent in the program to 70% (from 50%).

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. The Deferred Compensation Plan serves as the only benefit plan that our management has 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. We provide 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 named executive officers’ 2012 direct compensation consisted of the first four components identified above. We discuss in detail below the base salary, cash bonus and long-term incentive components of our 2012 compensation program.

Base Salary

In early 2012, the Compensation Committee reviewed salary levels for the named executive officers. 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 in early 2012 remained unfavorable. As a result, the Compensation Committee decided not to raise salaries for our named executive officers for 2012, except for Mr. Scott. We believed Mr. Scott’s 2012 base salary fell below the 10th percentile for executives with his position within our peer group, which, together with his excellent performance and added experience during his first year as Chief Financial Officer, justified an increase in his base salary from $300,000 to $330,000. After giving effect to the increase, we believe Mr. Scott’s base salary fell under the 25th percentile for executives with his position within our peer group for 2012.

Bonus Plan

Structure and Targets. In January 2012, the Compensation Committee reviewed the bonus level for each named executive officer, which we express as a percentage of annual base salary. Given our stock performance in 2010 and 2011 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, Healthcare Staffing’s target at 60% of annual base salary, and our General Counsel’s target at 55% of annual base salary for 2012. In the first quarter of 2012, our President, Healthcare Staffing took on additional responsibilities for our locum tenens staffing segment. Accordingly, we provided him with an additional bonus opportunity based on the financial results of the locum tenens staffing segment with a target of $50,000.

In early 2012, the Compensation Committee decided on a structure for the Bonus Plan under which the Financial Component comprised 70% of the total target bonuses, and the Relative Performance/Individual Leadership Component

comprised the remaining 30%. We geared the Financial Component toward the achievement of financial targets set forth in the 2012 Operating Plan that we believed represented above market growth for our healthcare staffing segments. 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, Healthcare 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 (35%); (2) consolidated Adjusted EBITDA (35%); and (3) the Relative Performance/Individual Leadership Component (30%). We set the goals and weighting for our President, Healthcare Staffing as follows: (i) consolidated revenue (10%), (ii) consolidated Adjusted EBITDA (10%); (iii) revenue for the nurse and allied healthcare staffing segment (25%); (iv) EBITDA for the nurse and allied healthcare staffing segment (25%); and (v) the Relative Performance/Individual Leadership Component (30%). Additionally, in connection with our President, Healthcare Staffing’s new responsibilities for the locum tenens staffing segment, we established a bonus target of $50,000 based on the locum tenens staffing segment’s EBITDA.

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 this 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 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 consolidated 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. The threshold for a named executive officer to receive a bonus on the financial metrics required achieving 90% and 95% of our 2012 Operating Plan for Pre-Bonus Adjusted EBITDA⁵ and consolidated revenue, respectively. Additionally, receipt of the target bonus for each financial metric required us meeting 100% of our 2012 Operating Plan for that metric.

Bonus Plan Payouts. With respect to the absolute financial performance goals comprising the Financial Component, our 2012 financial results substantially met our 2012 Operating Plan targets established by the Board on both a consolidated basis and in our largest business segment, nurse and allied healthcare staffing. We performed at 99.8% of our 2012 Operating Plan consolidated revenue target and 105% of our 2012 Operating Plan consolidated Adjusted EBITDA, which represented year over year revenue growth of 7% and Adjusted EBITDA growth of 15%. We also performed at 112% of our 2012 Operating Plan Pre-Bonus Adjusted EBITDA target. Our nurse and allied healthcare staffing segment, which represents the majority of our consolidated revenues, performed at 103% and 105% of our 2012 Operating Plan

revenue and Adjusted EBITDA targets for that segment, respectively, representing year over year growth of 15% and 21%, respectively.

With respect to the Relative Performance/Individual Leadership Component, the Compensation Committee believes we achieved both consolidated revenue and consolidated Adjusted EBITDA growth that exceeded the majority of our direct competitors in healthcare staffing. As a result, each named executive officer received between 130% and 149% of his or her target bonus under the Bonus Plan. All named executive officers received an award under the Relative Performance/Individual Leadership Component, with Ms. Salka receiving a 200% award for that metric because of the higher relative outperformance with respect to growth in consolidated revenue, gross margins and consolidated Adjusted EBITDA and the performance of our Common Stock.

 

Long-Term Incentive Compensation

The 2012 long-term incentive award had two components: (1) a performance RSU component and (2) a time-vested RSU component. By employing performance RSUs, we strengthened the link of pay to performance so that the total realizable pay package will ultimately be meaningfully below the peer median in case of relative poor stock performance and meaningfully above the peer median for relative stock outperformance. Our performance RSU grant, which represented approximately 70% of the total 2012 equity

award by grant date fair value of all 2012 equity awards for each named executive officer (other than Ms. Salka),⁶ will be earned at the end of an approximately 33-month period, i.e., December 31, 2015, with the number of shares that are ultimately earned dependent on total and relative shareholder return for the period relative to the companies in the Russell 2000 Index as of December 31, 2011, as well as our absolute total shareholder return (collectively, the “TSR Measurement”). If we perform at the 25^th percentile of the relative total shareholder return (“Relative TSR”) of

 

companies in the Index, then 25% of the performance RSUs will be earned. If we perform at the 50th percentile, 100% of the RSUs will be earned. If we perform at the 75th percentile, the maximum number, 175%, of the RSUs will be earned. Performance between these points is interpolated.

These percentages are also subject to a “penalty” or discount whereby the payout will be reduced if we outperform the Russell 2000 Index but do not have a positive total shareholder return (“Absolute TSR”) for the period.

 

The time-vested RSU grants, consistent with prior years, have a three-year cliff vesting that is eligible for accelerated vesting upon achievement of certain performance targets, which historically have been based on annual consolidated Adjusted EBITDA targets.

The Compensation Committee believes the structure of the 2012 grant preserves the potential for management to ultimately achieve levels of long-term compensation relatively consistent with the potential afforded in prior years, and serves stockholder interests because in order to realize the full potential, our Common Stock must outperform the market. If we conducted the TSR Measurement on December 31, 2012, the last trading day of the year, (1) Relative TSR would have measured at the 99^th percentile, and (2) Absolute TSR would have been positive. Based on those results, 175% of named executive officers’ target number of performance RSUs would have been earned.

In April 2012, the Compensation Committee granted equity awards to each named executive officer. Other than for

Ms. Salka, the aggregate fair market value was substantially consistent with the aggregate fair market value of equity grants awarded in 2011. Although the value of the equity grant remained approximately the same from 2011 to 2012, the Compensation Committee increased the proportion of the award tied to performance measures: 70% of the value was awarded as performance-based RSUs tied to total shareholder return while the remaining 30% of the value was in the form of time-vested RSUs with a performance accelerated vesting component compared to a 50%/50% allocation of these two equity award types in 2011. In April, along with the other executive officers, Ms. Salka received a grant of performance RSUs tied to total shareholder return, but the Compensation Committee elected to wait to consider a grant of time-vested RSUs until later in 2012 when it had better visibility of our 2012 financial and stock performance. Based on our strong financial and stock performance in 2012, on December 10, 2012, the Compensation Committee granted Ms. Salka 55,344 RSUs.

 

Realizable Compensation

We believe realizable pay is an appropriate way to view our pay-for-performance philosophy. The difference between realizable pay and grant date valuation of our long-term incentive vehicles can be significant. Given the substantial portion of our CEO’s compensation that is performance-based, we believe it is important to consider realizable pay. For purposes of illustration, in the two tables that immediately follow, we compare the target total direct compensation that was available to be awarded to our CEO in each of the last three fiscal years (Table 1) to the corresponding amounts that we paid out or that may be considered realized (based on the methodology described below) as of December 31, 2012 (Table 2). The tables illustrate that our annual and long-term

incentive programs over the past three fiscal years is consistent with our pay-for-performance philosophy, which is that the total pay package is ultimately meaningfully below target total direct compensation in the case of relative poor performance (especially as measured by the price of our Common Stock), and meaningfully above target total direct compensation in the case of relative outperformance. As we experienced 161%, 88% and 27% cumulative increases in the price of our Common Stock for the one-, two- and three-year periods ended December 31, 2012, respectively, Table 2 shows that amount of CEO total direct compensation that we consider realized is 62%, 61% and 7% more than the original annual total target compensation for 2012, 2011 and 2010, respectively.

 

At our 2012 Annual Meeting of Stockholders held on April 18, 2012, we received 76.7% support on our “say-on-pay” proposal regarding the executive compensation of our named executive officers identified in our 2012 proxy statement.⁸ Since 2011, we have engaged some of our stockholders in a constructive discussion regarding their perspective on our compensation program for named executive officers. Although responses have varied, the following three themes remained consistent among our investors: (1) compensation should be fair and reasonable; (2) performance awards should constitute an important component of long-term incentive awards and (3) additional performance measures should be considered. In response to the 2012 say-on-pay vote and based on the discussions with our stockholders, the Board and the Compensation Committee continued to carefully monitor our executive compensation program, to keep up to date on the issues and concerns identified by the largest proxy advisory companies and evaluate such concerns within the context of our program, and to make adjustments accordingly.

The Compensation Committee believes that our executive compensation program in 2012 satisfied each of the foregoing themes. It also believes that our 2013 compensation program will do so as well.

In 2012 and early 2013, the Compensation Committee took the following actions:

 

(1)

Continued to use a long-term performance vehicle tied to our relative and absolute total shareholder return, which in 2012 took the form of performance RSUs based on TSR that comprised approximately 62% to 70% of the aggregate fair market value of all equity awards granted to each named executive officer in 2012;

 

(2)

Introduced an additional performance measure, EBITDA margin, into our long term equity incentive program;

 

(3)

Awarded a smaller time-based vesting equity grant to our named executive officers in 2012 than in 2011;

 

(4)

Established aggressive, yet achievable, threshold goals of the 2012 Operating Plan for the financial metrics that the named executive officers needed to satisfy to receive a bonus;

 

(5)

Maintained 2012 annual base salary (other than for Mr. Scott) and bonus target percentages at levels established in 2009;

 

(6)

Implemented a stock ownership policy, effective January 1, 2012 that requires (1) our CEO to own shares of our Common Stock equal in value to three times her annual base salary and (2) the other named executive officers to own shares of our Common Stock equal in value to two times their annual base salary;9 and

(7)

Re-analyzed our executive compensation philosophy and memorialized our philosophy in writing.

As a result of the above actions, specifically, through the annual cash incentive and equity incentives, in 2012, roughly two-thirds of our named executive officers’ compensation is performance-based, which is the cornerstone of our executive compensation policy.

 

We achieved in all material respects our operational and financial performance targets for fiscal year 2012, which resulted in significant year over year consolidated revenue and consolidated Adjusted EBITDA growth of 7% and 15%, respectively. Our nurse and allied healthcare staffing segment achieved year over year revenue and Adjusted EBITDA growth of 15% and 21%, respectively. Moreover, our stock performance rebounded significantly in 2012, with the price of our Common Stock increasing 161%. In light of the foregoing and with its guiding principles in mind, the Compensation Committee believes it has designed the 2013 compensation structure to provide for important short- and long-term performance components that are aligned with stockholders, consistent with the market environment and tailored specifically to us.

Base Salary. The Compensation Committee decided to increase base salaries for the named executive officers for 2013, as follows:

 

Named Executive Officer		2012 Salary ($)				2013 Salary ($)				Last Salary Increase
Susan R. Salka			675,000				695,250				2007
Brian M. Scott			330,000				350,000				2012
Ralph S. Henderson			350,000				400,000				2007
Denise L. Jackson			345,000				355,000				2009

The base salary for Ms. Salka and Ms. Jackson reflect a modest cost of living increase of 3%. Mr. Henderson’s increase in salary was based on (1) increased responsibilities, as Mr. Henderson now oversees all of our healthcare staffing business lines, the fact that he has not received a salary increase since he commenced employment with us in 2007 and his individual outstanding performance and significant contributions. Mr. Scott’s salary increase likewise reflects his increased responsibilities in overseeing our information technology operations, an effort to align his pay closer to the median of our peer group for his position, and recognition of his increased experience and strong individual performance.

Bonus Plan. We seek to target annual short-term bonus opportunities to approximate the median of our peer group.

The Compensation Committee decided that the target bonus percentages for each named executive officer for 2013 as follows.

 

Named Executive Officer		2012 Bonus Target (% of Salary)				2013 Bonus Target (% of Salary)				2012 Bonus Target ($)				2013 Bonus Target ($)
Susan R. Salka			75				100				506,250				695,250
Brian M. Scott			60				65				198,000				227,500
Ralph S. Henderson			60				65				260,000				260,000
Denise L. Jackson			55				55				189,750				195,250

After our review, we believe our 2012 bonus targets were below market median for certain officers. Additionally, Mr. Scott and Mr. Henderson have taken on additional responsibilities within the organization. Accordingly, we increased the bonus target percentage of Ms. Salka, Mr. Scott and Mr. Henderson. We believe the increased targets generally sets our target at approximately the median of our peer group for each named executive officer’s respective positions given their levels of experience and responsibility.

After careful consideration of the factors set forth above in the subsection of this CD&A entitled “Our Compensation Program Components — Bonus Plan,” the Compensation Committee decided on an annual incentive structure similar to that of the 2012 structure, with both an absolute financial performance component and a component based on non-financial metrics such as relative performance to direct competitors, execution of strategic initiatives and leadership. The Compensation Committee decided to utilize the same metrics and weightings for 2013 as it did for 2012 for our CEO, CFO and General Counsel, i.e., 35% based on consolidated Adjusted EBITDA, 35% based on consolidated revenue and 30% based on Relative Performance/Leadership. Similarly, the metrics for our President, Healthcare Staffing, will remain substantially the same. Specifically, his bonus will be based as follows: (1) 10% on consolidated revenue, (2) 10% on consolidated Adjusted EBITDA, (3) 25% on our nurse and allied healthcare staffing and locum tenens staffing segments’ combined