AMN HEALTHCARE INC (AMN)
Sector: Health Care
2026 Annual Meeting Analysis
AMN HEALTHCARE INC · Meeting: May 1, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Our Directors
Against Analysis
Mr. Caballero has served since 2021, covering the full period during which AMN's stock fell roughly 79% while the Healthcare Providers ETF benchmark (IHF — iShares U.S. Healthcare Providers ETF) fell only about 13% — a gap of 66 percentage points that far exceeds the 20-point threshold for a company with negative absolute returns, and the five-year record does not provide relief.
Mr. Foletta has been a director since 2012 and served as Board Chair through the period in which AMN's stock lost roughly 79% compared to a 13% decline in the Healthcare Providers ETF benchmark (IHF — iShares U.S. Healthcare Providers ETF), a 66-percentage-point gap well above the 20-point trigger; the five-year return similarly shows sustained underperformance with no mitigating recovery, making a vote against appropriate.
Ms. Fontenot has served since 2019, meaning her tenure covers essentially the entire three-year underperformance window during which AMN lost roughly 79% against the Healthcare Providers ETF benchmark (IHF — iShares U.S. Healthcare Providers ETF) which lost only 13%, and the five-year record shows equally deep underperformance, so there is no long-term track record sufficient to downgrade the vote to FOR.
Ms. Grace joined the board in November 2022 as CEO-director, placing her just outside the 24-month new-director exemption; while she inherited a difficult market, her tenure coincides with the full three-year period in which AMN's stock dropped roughly 79% versus the Healthcare Providers ETF benchmark (IHF — iShares U.S. Healthcare Providers ETF) which dropped only 13%, a gap triggering the underperformance rule, and the five-year record does not provide relief; this vote against her as a director is independent of the Say on Pay assessment.
Ms. Jones has served since 2018, covering well over three years of AMN's severe underperformance — the stock fell roughly 79% versus a 13% decline for the Healthcare Providers ETF benchmark (IHF — iShares U.S. Healthcare Providers ETF) — and the five-year return is equally weak, providing no basis to downgrade the trigger to a FOR vote.
Dr. Trent-Adams has served since 2020, giving her tenure that substantially overlaps the entire underperformance window; AMN lost roughly 79% while the Healthcare Providers ETF benchmark (IHF — iShares U.S. Healthcare Providers ETF) lost only 13%, a gap of 66 percentage points far above the 20-point threshold, and the five-year record is equally poor, so the mitigant does not apply.
For Analysis
Mr. Hinton joined the board in July 2024, which is within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; his healthcare C-suite and governance background is relevant and no other disqualifying factors are present.
Ms. Huber was appointed to the board in May 2025, well within the 24-month new-director exemption, so the TSR trigger does not apply; her senior healthcare strategy and risk management background is directly relevant to the company's needs.
Mr. Palmer is a brand-new nominee with no prior AMN board tenure, so the TSR trigger does not apply; his deep healthcare services C-suite background including CEO and CFO roles at Cigna/Evernorth brings directly relevant skills to the board.
Of the nine director nominees, five long-tenured directors (Foletta, Fontenot, Grace, Jones, Trent-Adams, Caballero) each served through the full period of AMN's severe stock underperformance — the stock lost roughly 79% while the Healthcare Providers ETF benchmark (IHF) lost only 13%, a 66-point gap far exceeding the 20-point policy trigger for companies with negative absolute returns — and the five-year record provides no mitigation; three directors (Hinton, Huber, Palmer) qualify for exemption under the 24-month new-director rule and receive FOR votes.
Say on Pay
✓ FORCEO
Cary Grace
Total Comp
$10,669,780
Prior Support
78%%
The 2025 say-on-pay vote received 78% support — below the company's historical average but above the 70% threshold that would require a mandatory No under policy — and the company responded meaningfully by engaging shareholders representing 35% of outstanding shares and adding revenue as a 2026 incentive metric, demonstrating good-faith responsiveness. Pay-for-performance alignment appears reasonable: 2023 performance stock awards paid out at 0%, the 2025 bonus reflected below-target financial results at 85-87% of target, and CEO realizable pay is down roughly 69% versus target since her hire date, consistent with the sharp stock decline. Base salary and bonus targets have been held flat for three consecutive years, the pay mix is heavily weighted toward variable performance-based compensation, and the company maintains a clawback policy exceeding exchange listing standards, so the overall program structure meets policy standards despite the difficult operating environment.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
25 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG has been AMN's auditor continuously since 2001 — exactly 25 years — which meets the policy threshold that raises independence and professional skepticism concerns; while the audit committee states it believes continued retention is in shareholders' best interests, the proxy does not provide the kind of specific, compelling rationale (such as exceptional documented audit quality metrics or a concrete multi-year rotation plan) needed to override the tenure trigger.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Independent Board Chairman
This proposal is submitted by John Chevedden, a credible individual governance activist whose proposals deserve substantive evaluation on the merits. However, AMN already has an independent Board Chair and has maintained that structure for 17 consecutive years — meaning the core governance improvement the proposal seeks already exists in practice. The proposal asks the board to permanently lock in this structure through a binding policy, removing flexibility to ever recombine the roles, but since the company has voluntarily kept the roles separate for nearly two decades, the incremental governance benefit of a mandatory policy is minimal while the cost of rigidity is real. Given that the ask is already being met in practice and there is no prior-year vote history signaling strong shareholder demand for codification, a vote against is appropriate.
Overall Assessment
The 2026 AMN Healthcare ballot is dominated by concerns about the company's severe stock underperformance — AMN lost roughly 79% over three years while the Healthcare Providers ETF benchmark (IHF — iShares U.S. Healthcare Providers ETF) lost only 13% — leading to AGAINST votes for six of nine director nominees whose tenures overlap that period, while the three recently appointed directors receive FOR votes under the new-director exemption. The auditor receives an AGAINST vote solely due to KPMG reaching the 25-year tenure threshold, Say on Pay receives a FOR given meaningful pay-for-performance alignment and responsive shareholder engagement, and John Chevedden's independent chair proposal receives an AGAINST because the company already maintains the requested structure voluntarily.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing