Cary Grace
AMN HEALTHCARE SERVICESAbout Cary Grace
Cary Grace, age 56, has served as AMN’s President & CEO since November 2022 and as a director on the Board’s Executive Committee; her background spans leadership at Aon (CEO of Global Retirement, Investment & Human Capital Solutions) and Bank of America, with deep expertise in digital enablement, M&A integration, and human capital management . Under her tenure, reported revenue fell from $3,789.3M in 2023 to $2,983.8M in 2024 as travel nurse demand normalized, with Pre-Bonus Adjusted EBITDA moving from $583M (2023) to $347M (2024); 2024 net income was a loss of $147.0M and goodwill impairments totaled $222.5M . Pay-versus-performance disclosures show a $100 initial investment value of $38.39 for AMN in 2024 versus $126.92 for the peer index, reflecting underperformance in the year as normalization pressures persisted .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aon PLC | CEO, Global Retirement, Investment & Human Capital Solutions | 2016–Jan 2020 | Led global business line; drove M&A integration and enterprise client management; digital enablement focus . |
| Aon PLC | CEO, Aon Health Exchanges | 2012–2019 | Built digitally enabled private health exchanges and scaled client solutions . |
| Bank of America | Led institutional/private banking businesses incl. $9B Mass Affluent | 1998–2012 | P&L leadership across multiple banking segments; customer growth and profitability initiatives . |
External Roles
| Organization | Role | Years |
|---|---|---|
| State Farm Mutual | Director; Chair of Finance & Investment Committee | 2022–present . |
| League, Inc. | Director | 2020–present . |
| FinTech Evolution Acquisition Group | Director; Chair of Audit Committee | 2021–Mar 2023 . |
| Rush University Medical Center | Board of Trustees | 2020–present . |
Board Governance
- Board service history and roles: Director since 2022; serves on AMN’s Executive Committee; receives no additional director pay as CEO .
- Independence/leadership: CEO is not independent; AMN maintains an independent Board Chair (Douglas Wheat in 2024); in Feb 2025 Mark Foletta was appointed Chair, strengthening independent oversight and mitigating dual-role concerns .
- Attendance and process: Board met 6 times in 2023 with 99% attendance; committees maintained 100% attendance; executive sessions are held at each regular meeting without management present .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 81,538 | 1,060,000 | 1,060,000 |
| Annual Cash Bonus ($) | 200,000 | 0 | 0 |
| Non-Equity Incentive ($) | 0 | 596,250 | 463,750 |
| All Other Compensation ($) | 23,855 | 232,035 | 167,937 |
| Total Compensation ($) | 3,305,296 | 6,660,480 | 9,562,742 |
Notes:
- Annual bonus structure: 70% financial (Revenue and Pre-Bonus AEBITDA), 30% leadership; in 2023, financial component paid at 0% while the leadership component paid 150–175% of target, resulting in 45–52.5% of overall target .
- AMN does not grant stock options; none granted in 2024 .
Performance Compensation
| Element | Weighting | Target/Payout Mechanics | Latest Actual/Payout Status |
|---|---|---|---|
| RSUs (time-vested) | 35% of annual LTI value (2024/2025) | Time vesting over 3 years (e.g., 11/28/2022 awards vest 3 equal tranches; annual RSUs pro-rata on termination per agreement) . | Outstanding unvested units detailed below; vesting per schedule . |
| PRSUs – Relative TSR | 30% of annual LTI value (2024/2025) | Earned based on TSR percentile vs Russell 2000 through 12/31/2027; 0–175% payout; Jan 15, 2024 grant target 27,699 units; threshold=25% of target . | If measured on 12/31/2024, Relative TSR was 7th percentile, implying 0% of target (not a final determination) . |
| PRSUs – Adjusted EBITDA | 35% of annual LTI value (2024/2025) | Earned over 3-year period (2024–2026) by year and summed; 0–200% payout . | 2022 awards: 0% TSR PRSUs; EBITDA PRSUs issued 66% of target for 2023–2024 portion . |
| Absolute TSR PRSUs | Committee added same Absolute TSR PRSUs for Ms. Grace in 2025; she did not receive an Absolute TSR PRSU in 2024 . | Payout table ranges 0–200% based on CAGR/Absolute TSR; truncation rules on CIC . | N/A for 2024; introduced for 2025 . |
2024 Aggregate Intended LTI Mix and Values for Cary Grace:
| LTI Component | Intended AGD Fair Value ($) |
|---|---|
| TSR PRSU (Relative) | 2,890,668 |
| Adjusted EBITDA PRSU | 2,490,194 |
| RSUs | 2,490,194 |
| Total 2024 Annual Equity | 7,871,055 |
Equity Ownership & Alignment
- Beneficial ownership: 44,345 shares; less than 1% of outstanding; no shares pledged (pledging/hedging prohibited for executives and directors) .
- CEO ownership guideline: 5x base salary required; Ms. Grace currently at 1.1x; executives must retain 50% of net vested shares until compliant (she joined 11/28/2022) .
- Insider trading controls: preclearance required; blackout periods enforced; short-swing, derivatives, margin accounts prohibited .
Outstanding equity awards as of 12/31/2024:
| Grant Date | Type | Not Vested (#) | Market Value at $23.92 | Unearned/Unvested PRSUs (#) | Market/Payout Value |
|---|---|---|---|---|---|
| 11/28/2022 | RSU | 2,776 | 66,402 | — | — |
| 11/28/2022 | RSU | 5,552 | 132,804 | — | — |
| 1/15/2023 | RSU | 9,935 | 237,645 | — | — |
| 1/15/2023 | PRSU (TSR) | — | — | 7,413 | 177,319 |
| 1/15/2023 | PRSU (Adj. EBITDA) | — | — | 3,177 | 75,994 |
| 1/15/2024 | PRSU (TSR) | — | — | 8,078 | 193,226 |
| 1/15/2024 | PRSU (Adj. EBITDA) | — | — | 6,924 | 165,622 |
| 1/15/2024 | RSU | 32,315 | 772,975 | — | — |
Employment Terms
- Severance Agreement (dated 11/28/2022): “Involuntary Termination” (without Cause or for Good Reason) triggers severance; base definition of Cause/Good Reason provided; benefits conditioned on release .
- Change-in-Control (CIC) severance: if Involuntary Termination occurs within one year of CIC: cash payment 2.5x base salary + 2.5x Average Bonus, prorated Average Bonus, plus 18 months COBRA reimbursement; equity acceleration per award terms .
- Illustrative payout values as of 12/31/2024: | Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Accelerated Equity ($) | Tax Gross-Up ($) | Total ($) | |---|---:|---:|---:|---:|---:|---:| | Without Cause / Good Reason (No CIC) | 2,120,000 | 530,000 | 36,520 | 803,309 | – | 3,489,829 | | Without Cause / Good Reason (With CIC) | 2,650,000 | 1,855,000 | 36,520 | 2,803,544 | – | 7,345,064 |
Additional protections/policies:
- Compensation Recoupment Policy per NYSE Rule 10D-1; expanded Committee discretion for misconduct (fraud, embezzlement, intentional policy breach) to recover non-financial bonus and time-based equity up to prior 3 fiscal years .
- No tax gross-ups; no single-trigger CIC; equity awards have double-trigger vesting on CIC .
Performance & Track Record Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($MM) | 3,789.3 | 3,789.3 | 2,983.8 |
| Net Income ($MM) | 444 | 211 | -188 |
| Pre-Bonus Adjusted EBITDA ($MM) | 847 | 583 | 347 |
| $100 Investment Value – AMN | 165.01 | 120.17 | 38.39 |
| $100 Investment Value – SPSIHP | 147.19 | 124.34 | 126.92 |
Qualitative highlights:
- Strategic investments in ShiftWise Flex VMS and Passport app; language services minutes grew 15% YoY; MSP share ~45% of revenue; demand normalization depressed nurse and allied volumes and bill rates in 2023–2024 .
- 2024 goodwill impairments of $222.5M across nurse/allied and physician/leadership units; total debt ~$1,055.9M as of 12/31/2024 .
Compensation Structure Analysis
- 2024 annual equity award value increased 65% YoY to position CEO closer to market levels and enhance retention; mix maintained at 65% performance-based (TSR/Adjusted EBITDA PRSUs) and 35% time-based RSUs .
- 2023 bonus design retained 70% financial weighting; Committee paid leadership component above target despite missing financial thresholds, signaling support for execution on strategic initiatives during normalization; cash comp held flat for 2024 .
- Stock options not used historically; no option grants or repricing, reducing optionality risk; equity remains in RSU/PRSU formats .
Compensation Peer Group, Say-on-Pay & Governance
- Peer group additions for 2025: Alight, Inc. and Evolent Health, Inc. .
- Say-on-pay: 92% approval in 2023; average 95% since 2015, reflecting shareholder support for pay-for-performance approach .
- Independent compensation consultant: Frederic W. Cook & Co., deemed independent; advises on program design, benchmarking and governance .
Equity Ownership & Pledging Details
- CEO and directors prohibited from pledging/hedging; securities policy enforces preclearance and blackout periods; no pledged shares disclosed for Ms. Grace .
- Director ownership guidelines exist (5x annual cash retainer); CEO guideline is 5x base salary; Ms. Grace at 1.1x with required retention of net vested shares until compliant .
Investment Implications
- Pay mix tilted to performance (TSR and Adjusted EBITDA PRSUs at 65%) aligns incentives with margin recovery and multi-year TSR; 2024 TSR percentile tracking at 7th suggests zero earn if measured mid-period, increasing pressure to improve total return by 2027 .
- Severance economics are standard-to-protective (2.0x base + pro-rated bonus; 2.5x salary and bonus with CIC) with double-trigger vesting; lack of tax gross-ups and robust clawback are governance positives; equity acceleration at CIC could create event-driven selling pressure but mitigated by policy and vesting rules .
- Ownership below 5x-salary guideline (1.1x) means continued net share retention from vestings, reducing near-term insider selling risk; pledging/hedging prohibited further reduces alignment concerns .
- Operational normalization and 2024 goodwill impairments underscore execution risk; strategic tech investments (ShiftWise Flex, Passport) and language services growth support margin improvement potential; capital allocation flexibility remains with revolver availability despite ~$1.06B debt .