Brian Scott
Chief Financial Officer and Chief Operating Officer at AMN
Executive
About Brian Scott
Brian M. Scott, 55, is AMN Healthcare’s Chief Financial and Operating Officer, responsible for leading finance and enterprise operating functions; he rejoined AMN effective November 21, 2024 after previously serving as CFO/CAO from 2011–2021 . He is a Certified Public Accountant (inactive) with a B.S. in Accounting from Cal Poly San Luis Obispo and an MBA from the McCombs School of Business, University of Texas at Austin . Company performance context: in 2024 AMN revenue declined 21%, Adjusted EBITDA declined 41%, and TSR was -56% as the industry normalized from pandemic peaks and faced competitive pressures . Under Scott’s prior AMN finance leadership (2010 Q4–2021 Q2), the company achieved a 4x increase in quarterly revenue and 13x increase in adjusted EBITDA, aided by accretive acquisitions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AMN Healthcare | CFO & CAO; various finance/ops roles since 2003 | 2011–2021; 2003–2021 | Led period of growth; 4x quarterly revenue and 13x adjusted EBITDA increase 2010Q4–2021Q2, aided by acquisitions |
| Jack in the Box Inc. | Chief Financial Officer | Aug 2023–Nov 2024 | Public company CFO experience; franchise/QSR finance |
| ShiftKey | Chief Strategy Officer; Chief Financial Officer | Sep 2022–Jun 2023; Jun 2023–Aug 2023 | Strategy and finance at healthcare labor platform |
| TheKey | Chief Financial Officer | Aug 2021–Aug 2022 | Home care services finance leadership |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Community Care Partners | Board member | Not disclosed | PE-backed urgent care chain governance |
| Thriveworks | Board member | Not disclosed | Behavioral health services governance |
Fixed Compensation
| Metric | 2024 (Realized) | 2025 (Target/Structure) |
|---|---|---|
| Base salary ($) | 53,308 | 630,000 annualized |
| Target bonus (% of salary) | Not eligible (joined 11/21/24) | 100% of base salary |
| Actual bonus paid ($) | – (none for 2024) | Not disclosed |
| All other compensation ($) | 4,132 | Not disclosed |
Performance Compensation
Annual Incentive (STI)
- 2024 plan design for NEOs: 70% Pre-Bonus Adjusted EBITDA and 30% Leadership; Scott was not eligible due to November 2024 start .
- Pre-Bonus AEBITDA is used solely for bonuses and excludes bonuses, certain acquisition impacts, and specified legal accruals per Exhibit A of the proxy .
| Component | Metric | Weight | Target | Actual/Payout | Notes |
|---|---|---|---|---|---|
| 2024 Bonus (Scott) | Not eligible | — | — | — | Joined 11/21/24 |
| 2024 Bonus (plan design) | Pre-Bonus AEBITDA | 70% | Not disclosed | Not disclosed | Company-level metric |
| 2024 Bonus (plan design) | Leadership | 30% | Not disclosed | Not disclosed | Qualitative component |
Long-Term Incentives (LTI)
- Company-wide 2025 LTI mix targeted 65% performance awards (30% TSR PRSUs, 35% Adjusted EBITDA PRSUs) and 35% time-based RSUs (by AGD fair value) .
- Scott’s 2024 new hire LTI (grant date 12/15/2024): approximately $2.0 million total, split 50% RSUs and 50% Absolute TSR PRSUs; due to timing, PRSUs were 54% of AGD fair value for 2024 .
| Award | Grant date | Metric | Weight (by AGD fair value) | Threshold (#) | Target (#) | Max (#) | Vesting |
|---|---|---|---|---|---|---|---|
| RSU | 12/15/2024 | Time-based | ~46% (balance of total) | — | 37,009 | — | 1/3 each on 1st, 2nd, 3rd anniversaries |
| PRSU (Absolute TSR) | 12/15/2024 | Absolute TSR CAGR over perf. period | ~54% | 3,700 | 37,009 | 74,018 | Cliff at 12/31/2027; payout based on compounding annual TSR growth rate |
| 2024 Stock Awards (Grant Date Fair Value) | Amount ($) |
|---|---|
| RSUs (Scott) | 999,983 |
| Absolute TSR PRSUs (Scott) | 1,196,131 |
| Total 2024 Stock Awards (Scott) | 2,196,144 |
Equity Ownership & Alignment
- Beneficial ownership: 0 shares as of March 4, 2025; <1% of class; company policy prohibits pledging/hedging by NEOs and directors .
- Ownership guidelines: 2x base salary required; Scott at 0x as of March 4, 2025; must retain 50% of net vested shares until compliant .
- Outstanding equity as of 12/31/2024: 37,009 unvested RSUs (market value $885,255 at $23.92) and 55,514 unearned PRSUs (market/payout value $1,327,883) .
- 2024 vesting/activity: no option exercises or stock award vesting for Scott in 2024 (joined late) .
- Deferred compensation: 2024 aggregate earnings $226,655; year-end balance $2,675,460 .
| Ownership/Deferred Comp Detail | Value |
|---|---|
| Beneficial ownership (shares) | 0 |
| Ownership as % of class | <1% (asterisk) |
| Unvested RSUs (12/31/24) | 37,009 units; $885,255 market value at $23.92 |
| Unearned PRSUs (12/31/24) | 55,514 units; $1,327,883 market/payout value |
| Deferred comp aggregate earnings (2024) | $226,655 |
| Deferred comp balance at 12/31/24 | $2,675,460 |
Vesting schedule (key dates)
- RSUs: vest ratably on the first, second, and third anniversaries of 12/15/2024 (i.e., 12/15/2025, 12/15/2026, 12/15/2027) .
- Absolute TSR PRSUs: performance period 12/15/2024–12/31/2027; vesting/payout at 12/31/2027 based on compounding annual TSR growth rate .
Employment Terms
- Appointment and pay terms: Effective 11/21/2024, base salary $630,000; 2024 one-time grant ~$2.0M (50% RSU, 50% Absolute TSR PRSU); eligible for 2025 LTIP with $2.0M target and 2025 annual bonus target of 100% of base .
- Severance (executive severance agreement; virtually identical across Scott/Hagan/Laughlin): double-trigger equity acceleration upon qualifying termination within one year of a Change in Control; “Good Reason” includes material pay reduction, adverse duty changes, or relocation >50 miles (Dallas move excluded) .
- Clawback: NYSE Rule 10D-1 compliant recoupment for restatements (3 prior fiscal years), plus discretionary recovery for specified misconduct; strict trading policy (blackouts, pre-clearance; no pledging/hedging/margin) .
| Brian Scott Severance Illustrations (as of 12/31/2024) | Cash severance ($) | Bonus ($) | Benefits ($) | Accelerated equity ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary termination (no CIC) | 630,000 | — | 24,347 | — | 654,347 |
| Involuntary within 1 year of CIC | 1,260,000 | — | 24,347 | 1,762,369 | 3,046,716 |
Compensation Structure Notes and Peer Benchmarking
- LTI design emphasizes performance alignment: 65% of 2025 awards in PRSUs (TSR and Adjusted EBITDA) and 35% RSUs; 2024 and 2025 maintained the 65% performance weighting .
- Peer group update: Alight, Inc. and Evolent Health, Inc. added for 2025 .
- 2024 benchmarking context reviewed by the committee: AMN revenue $4,817mm vs peer medians and placement at ~76th percentile in revenue and ~57th percentile in market cap at the time of review .
Expertise & Qualifications
- Credentials: CPA (inactive); MBA (UT Austin); BS in Accounting (Cal Poly SLO) .
- Industry/functional depth: 17 years at AMN in finance/operations roles; CFO roles across healthcare and QSR; board roles in urgent care and behavioral health .
Investment Implications
- Alignment: Equity-heavy new hire package with 54% PRSU by fair value and an Absolute TSR performance condition through 12/31/2027 supports pay-for-performance and turnaround incentives; near-term cash pay is modest relative to equity .
- Selling pressure: Scheduled RSU vesting on 12/15 in 2025/2026/2027 creates potential event-driven liquidity; however, mandatory retention of 50% of net vested shares until 2x salary ownership is reached tempers sellable float, and strict trading/blackout policies further discipline timing .
- Retention and CIC dynamics: Double-trigger equity acceleration and 2x base salary cash severance upon CIC-related termination provide retention in strategic scenarios; absent CIC, cash severance equals 1x salary with no equity acceleration, which encourages continuity .
- Execution risk and track record: 2024 downturn (revenue -21%, Adjusted EBITDA -41%, TSR -56%) underscores operating headwinds; Scott’s prior AMN finance track record (4x revenue, 13x adjusted EBITDA increase over 2010Q4–2021Q2) suggests familiarity with scaling and M&A, a potential positive for the multi-year transformation underway .