Celia Huber
Director at AMN
Board
About Celia Huber
Celia P. Huber (age 54) is a 2025 new director nominee to AMN’s Board, with more than 30 years advising healthcare organizations on strategy, governance, and operating models; she is a Senior Partner at McKinsey & Company, leads the North American board services practice, and serves as McKinsey’s Chief Risk Officer for North America . She has been determined independent under AMN’s Director Independence Standards and NYSE rules; if elected at the May 2, 2025 annual meeting, she will join a board with strong attendance norms and regular executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Consultant; Partner; Senior Partner; Chief Risk Officer (North America) | 1992–2002; 2002–2009; 2009–Present | Leads North American board services practice; governance and board effectiveness advisor |
| AMN Healthcare (nominee) | Director Nominee | 2025 | Nominated by Governance & Compliance Committee; election targeted for May 2, 2025 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AltaMed Foundation | Board service | 2021–Present | Non-profit for healthcare access in Southern California |
| California Business Roundtable | Executive Committee member | 2017–Present | Nonpartisan executive forum on California economic policy |
| Citizens United for Research in Epilepsy (CURE) | Board service | 2016–2021 | Non-profit for epilepsy research and awareness |
| Make-A-Wish Greater PA & WV | Vice Chair | 2002–2009 | Non-profit serving children with critical illnesses |
Board Governance
- Independence: The Board determined nominees, including Ms. Huber, meet AMN categorical independence standards and NYSE requirements; the CEO is the only non-independent director .
- Onboarding/engagement: New directors meet with all directors and committee chairs, may attend all committee meetings during onboarding, and are provided NACD membership and education resources .
- Committees: AMN’s standing committees are Audit, Corporate Governance & Compliance, Talent & Compensation, and Executive; committee chairs are independent . Ms. Huber’s committee assignments will be set post-election (the proxy provides current 2024 memberships only) .
- Attendance/executive sessions: Board met 6 times in 2024; aggregate attendance 98%; executive sessions occur at each regularly scheduled meeting, without the management director present .
Fixed Compensation
| Component | Amount/Structure | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer (Independent Director) | $90,000 | Paid quarterly in advance | No per‑meeting fees |
| Chair retainers | Board Chair: $150,000; Audit Chair: $30,000; Talent & Compensation Chair: $20,000; Governance & Compliance Chair: $15,000 | Paid quarterly in advance | Set for chair service only |
| Annual equity grant (RSUs) | Intended AGD Fair Value ≈ $170,000 | Time‑vest on earlier of one year or next annual meeting | 2024 grant was 3,019 RSUs per sitting director as of Apr 19, 2024 |
| Director compensation mix | ~62% equity on average for independent directors (2024) | N/A | Equity‑weighted philosophy |
| Annual value limit (cash + awards) | $750,000 maximum per non‑employee director | N/A | Exception allowed for non‑executive chair, excluding self‑approval |
In 2024, directors (excluding the CEO) received 3,019 RSUs each at the April 19, 2024 meeting; none had option awards outstanding as of December 31, 2024 .
Performance Compensation
| Metric Type | Applicable to Directors? | Structure/Targets | Source |
|---|---|---|---|
| Performance-based equity (PRSUs) | No (directors receive time‑vested RSUs) | N/A | Director equity compensation is time‑vested RSUs, not performance-linked |
Executive PRSUs (TSR and Adjusted EBITDA) and “double-trigger” CIC provisions apply to executives, not directors; AMN prohibits pledging/hedging and tax gross-ups broadly .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Relationship to AMN (supplier/customer/competitor) | Potential Interlock/Conflict |
|---|---|---|---|
| AltaMed Foundation | No | None disclosed | None disclosed |
| California Business Roundtable | No | None disclosed | None disclosed |
| CURE | No | None disclosed | None disclosed |
| Make-A-Wish Greater PA & WV | No | None disclosed | None disclosed |
- Related-party framework: AMN’s Governance & Compliance Committee reviews and must approve any director-related transactions; directors must avoid actual/apparent conflicts and pre-clear potential conflicts with the CLO/Chair .
- Current related-party exposure addressed by Board: Orlando Health is an AMN client; a separate director (Fontenot) serves on Orlando Health’s board; Board deemed this within categorical independence standards after considering ~$4.5M fees in 2024 . No related-party transactions are disclosed for Ms. Huber in the proxy .
Expertise & Qualifications
- Skills grid: Government/Policy Advocacy, Mergers & Acquisitions, Legal/Risk Management, Healthcare Industry .
- Healthcare governance advisor: Leads McKinsey’s NA board services practice; core leader of leadership forums; CRO North America .
- Strategic and M&A expertise with healthcare sector focus (insurers, benefits administrators, health systems/providers, public payors) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Celia P. Huber | 0 | Less than 1% | As of March 4, 2025 |
| Ownership Guideline | Requirement | Compliance Mechanism | Status/Notes |
|---|---|---|---|
| Director stock ownership guideline | 5x annual cash retainer = $450,000 (5 × $90,000) | Retain 50% of net shares from vesting until guideline met; unvested RSUs/options excluded from calculation | New/under‑threshold directors comply via 50% retention rule until guideline achieved |
Governance Assessment
- Board effectiveness and independence: Ms. Huber’s nomination strengthens governance breadth (risk, M&A, healthcare policy) and is affirmed independent under NYSE and AMN standards—supportive for investor confidence .
- Compensation and alignment: Director pay is equity‑weighted (62% in 2024) with clear cash/equity structure and a $750k cap, plus robust ownership guidelines (5× retainer) and mandatory share retention until compliance—positive alignment signals .
- Engagement culture: Strong onboarding, education, and executive sessions with a 98% attendance record in 2024—structures favor effective oversight; Ms. Huber will be subject to these practices upon election .
- Conflicts oversight: AMN’s Related Party Transactions Policy centralizes review/approval at the Governance & Compliance Committee; current disclosed related‑party case (Orlando Health) demonstrates Board’s application of standards; no Huber‑specific related‑party ties disclosed—monitor future filings for any advisory/vendor relationships .
- Risk indicators: AMN disallows pledging/hedging and tax gross‑ups, uses double‑trigger CIC for equity (executives), and caps director compensation—limited governance red flags in the proxy; beneficial ownership for Ms. Huber is currently zero, with guideline‑driven accumulation expected post‑election .