AMN Healthcare 2017 Notice of Annual Meeting and Interactive Proxy Statement

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Board Members

  • Mark G. Foletta

  • R. Jeffrey Harris

  • Michael M.E. Johns, M.D.

  • Martha H. Marsh

  • Susan R. Salka

  • Andrew M. Stern

  • Paul E. Weaver

  • Douglas D. Wheat

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  1. Gender
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  • Gender

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  • 0-2

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  • Audit


    Number of meetings: 9
    Chair: Mark G. Foletta

    Audit Committee Financial Expert

    - Mark G. Foletta

    - Paul E. Weaver

    • Mark G. Foletta
    • Andrew M. Stern
    • Paul E. Weaver
  • Compensation


    Number of meetings: 6
    Chair: Martha H. Marsh

    • Martha H. Marsh
    • Michael M.E. Johns, M.D.
    • R. Jeffrey Harris
  • Corporate Governance


    Number of meetings: 4
    Chair: Michael M.E. Johns, M.D.

    • Michael M.E. Johns, M.D.
    • Martha H. Marsh
    • R. Jeffrey Harris
    • Andrew M. Stern
  • Executive


    Number of meetings: 4
    Chair: Douglas D. Wheat

    • Douglas D. Wheat
    • Paul E. Weaver
    • Susan R. Salka

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  • President and Chief Executive Officer


    Susan R. Salka
    • Susan R. Salka
  • Board Chairman


    Douglas D. Wheat
    • Douglas D. Wheat
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Mark G. Foletta

Executive Vice President and Chief Financial Officer of Tocagen Inc.


Age: 56
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards: Regulus Therapeutics Inc.; DexCom, Inc.
Qualifications:

Business Experience, Qualifications and Affiliations: The Board has concluded that Mr. Foletta is qualified to serve on the Board because he brings considerable audit, financial and healthcare experience and also has experience as a public company director. The Board has designated Mr. Foletta as a financial expert for its Audit Committee, for which he serves as Chairman. Since February 2017, Mr. Foletta has served as Executive Vice President and Chief Financial Officer of Tocagen Inc. Since February 2013, Mr. Foletta has served as a director of Regulus Therapeutics Inc., and is Chairman of its Audit Committee and a member of its Nominating and Governance Committee. Since November 2014, Mr. Foletta has also served on the Board of DexCom, Inc., a publicly-traded company, where he is the Lead Director. Additionally, Mr. Foletta serves as a director of Viacyte, Inc., a privately held company. From August 2015 to July 2016, Mr. Foletta served as the Interim Chief Financial Officer of Biocept, Inc., a publicly traded diagnostics company. He 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. He previously served as a director and Chairman of the Audit Committee of Ambit Biosciences Corporation (sold in 2014) and also served as a director of Anadys Pharmaceuticals, Inc. (sold in 2011). Mr. Foletta received a B.A. from the University of California, Santa Barbara. He is a Certified Public Accountant (inactive) and a member of the Corporate Directors Forum.

R. Jeffrey Harris

Director, Guy & O'Neill, Inc.


Age: 62
Director since: 2005
Independent: Yes
Board Committees:
Other Public Boards: Guy & O’Neill, Inc.
Qualifications:

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. Since 2002, Mr. Harris has been involved as an investor in, and a director of, early stage companies. Mr. Harris served on the Board of Sybron Dental Specialties from April 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 2008, he has been a director of Guy & O’Neill, Inc. He also serves on the Board of Brookfield Academy, a non-profit entity, and is Chairman of the Board and a co-founder of BrightStar Wisconsin Foundation, Inc., a non-profit economic development corporation. Additionally, Mr. Harris is a director of Somna Management, Inc. and Okanjo Partners, Inc., both early stage technology companies. 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 (when the company was known as Sybron International, Inc.), and (3) as a director from 2000 until Fisher Scientific International, Inc. acquired it in 2004.

Michael M.E. Johns, M.D.

Professor in the School of Medicine at Emory University


Age: 75
Director since: 2008
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Business Experience, Qualifications and Affiliations: The Board has concluded that Dr. Johns is qualified to serve on the Board because he has extensive “C-suite” leadership and 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. Dr. Johns is a Professor in the School of Medicine at Emory University, where he also served as Chancellor from October 2007 through August 2012. Dr. Johns served as Interim Executive Vice President for Health Affairs for Emory University and as Interim Chairman and CEO of Emory Healthcare from September 1, 2015 through January 31, 2016. He is a member of the Board of Regents of the Uniformed Services University for the Health Sciences. Additionally, Dr. Johns is a member of The National Academy of Medicine of the National Academy of Science. He also serves on the Boards of Directors of Intelligent Fingerprinting, a privately held company, West Health Institute, a non-profit medical research organization, and several philanthropic entities. Dr. Johns served on the Board of the Genuine Parts Company from 2000 until April 2015 and at various times during his tenure was a member of its Compensation, Governance and Nominating Committee and its Audit Committee. He also served on the Board and the Compensation Committee of Johnson & Johnson from 2005 to 2014. He served as the Interim Executive Vice President for Medical Affairs and Interim Chief Executive Officer of the University of Michigan Health System from June 2014 through March 2015. 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.

Martha H. Marsh

Director, Owens & Minor, Inc.


Age: 68
Director since: 2010
Independent: Yes
Board Committees:
Other Public Boards: Owens & Minor, Inc.; Edwards Lifesciences Corporation
Qualifications:

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. Ms. Marsh’s experience and understanding of the challenges and opportunities of large healthcare facilities are immensely useful in directing our strategy to innovate and provide enhanced and expanded workforce solutions service offerings to meet our clients’ evolving needs. Ms. Marsh serves as a director of Owens & Minor, Inc. where she is the Chairperson of the Governance and Nominating Committee and on its Compensation and Benefits Committee. Since October 2015, she has served as a director of Edwards Lifesciences Corporation; she is a member of its Compensation and Governance Committee. She also serves on the Board and the Compensation Committee of Teichert, a privately held company. Prior to Thoratec Corporation’s acquisition by St. Jude Medical in 2015, she had served on Thoratec’s Board. 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 and a former director of Ascension Healthcare Network, a privately held company.

Susan R. Salka

President and Chief Executive Officer, AMN Healthcare


Age: 52
Director since: 2003
Independent: No
Board Committees:
Other Public Boards: McKesson Corp.
Qualifications:

Business Experience, Qualifications and Affiliations: Ms. Salka has served as 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 nearly three decades of experience in the healthcare services industry, including 27 years of experience with us in various roles, including Chief Financial Officer and Chief Operating Officer. In such roles, she has helped grow our business both organically and through acquisitions into the national industry leader we are today. Ms. Salka serves as a director of McKesson Corp. and is a member of its Corporate Governance and Audit Committees. Ms. Salka also serves on the Board of San Diego State University Campanile Foundation. 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 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.

Andrew M. Stern

Chairman of the Board and Chief Executive Officer of Sunwest Communications, Inc.


Age: 67
Director since: 2001
Independent: Yes
Board Committees:
Other Public Boards: Sunwest Communications, Inc.
Qualifications:

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 extensive investor communications and media expertise, which have been valuable 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. Mr. Stern also serves as a director of Medical City Dallas Hospital, an advisory director of the Center for Political Communication and Chairman of the Committee on Governance of the American Hospital Association. 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.

Paul E. Weaver

Chairman of the Board of Unisys Corporation


Age: 71
Director since: 2006
Independent: Yes
Board Committees:
Other Public Boards: WellCare Health Plans, Inc.; Unisys Corporation
Qualifications:

Business Experience, Qualifications and Affiliations: The Board has concluded that Mr. Weaver is qualified to serve on the Board because of his extensive audit and finance experience and sophistication. Mr. Weaver is designated as a financial expert on the Audit Committee and served as the Chairman until April 2016. Mr. Weaver serves as the Chairman of the Board of Unisys Corporation and Chairman of its Audit Committee. Additionally, Mr. Weaver serves on the Board of WellCare Health Plans, Inc., is Chairman of its Audit Committee, and is a member of its Compensation Committee. He also serves as a member of the Board of Directors of the Statue of Liberty-Ellis Island Foundation, a not-for-profit entity, and also serves on its Executive 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 previously served on the Board of Gateway, Inc. and the Board of Idearc Inc.

Douglas D. Wheat

Chairman of the Board, AMN Healthcare


Age: 66
Director since: 1999
Independent: Yes
Board Committees:
Other Public Boards: Overseas Shipholding Group; International Seaways, Inc
Qualifications:

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. He is currently the Managing Partner of Wheat Investments, a private investment firm. Mr. Wheat is also the Chairman of the Board of Overseas Shipholding Group and the Chairman of the Board of International Seaways, Inc. He previously served as Vice Chairman of Dex Media, Inc. and as Chairman of SuperMedia prior to its merger with Dex One. Mr. Wheat has also previously served as a member of the Board of Directors of several other companies, including, among others: (1) Playtex Products (of which he also served as Chairman), (2) Dr. Pepper/Seven-Up Companies, Inc., (3) Dr. Pepper Bottling of the Southwest, Inc., (4) Walls Industries, Inc., (5) Alliance Imaging, Inc., (6) Thermadyne Industries, Inc., (7) Sybron International Corporation, (8) Nebraska Book Corporation, (9) ALC Communications Corporation (10) Mother’s Cookies, Inc., and (11) Stella Cheese Company. From 2007 to 2015, Mr. Wheat was the founding and Managing Partner of the private equity company Southlake Equity Group. From 1992 until 2006, Mr. Wheat was President of Haas Wheat & Partners. Prior to the formation of Haas Wheat, Mr. Wheat was a founding member of the merchant banking group Donaldson, Lufkin & Jenrette specializing in leveraged buyout financing. From 1974 to 1984, Mr. Wheat practiced corporate and securities law in Dallas, Texas. Mr. Wheat received both his J.D. and B.S. degrees from the University of Kansas.

Meeting Highlights

The Venue

12400 High Bluff Drive, Suite 100
San Diego, California 92130

Date/Time:

April 19, 2017 8:30a.m.Pacific Time

Meeting begins in:

00 Days
00 Hours
00 Minutes
00 Seconds

Items of Business:

Item Board Rec.
Elect eight directors nominated by our Board of Directors to hold office until our next annual meeting or until their successors are duly elected and qualified check-box
Approve, by non-binding advisory vote, the compensation of our named executive officers check-box
Recommend, by non-binding advisory vote, the frequency of executive compensation votes check-box
Approve the AMN Healthcare 2017 Senior Executive Incentive Bonus Plan check-box
Approve the AMN Healthcare 2017 Equity Plan check-box
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 check-box
Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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