Daphne Jones
Director at AMN
Board
About Daphne E. Jones
Independent director at AMN Healthcare since 2018; age 67. Serves on the Audit Committee and the Corporate Governance & Compliance Committee; the Board has determined she is independent under NYSE standards. Jones brings C‑suite technology leadership and healthcare IT expertise, with designated status of “Financially Literate” on the Audit Committee. Founder of The Board Curators, LLC (since July 2021) and Destiny Transformations Group, LLC (since April 2018).
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GE Healthcare | SVP, Digital/Future of Work | May 2017 – Oct 2017 | Senior digital leadership for GE Healthcare’s Future of Work initiative |
| GE Healthcare Diagnostic Imaging & Services | SVP, CIO | Aug 2014 – May 2017 | CIO for diagnostic imaging and services |
| Hospira, Inc. | SVP, CIO | Oct 2009 – Jun 2014 | CIO at pharma and infusion technologies provider |
| Johnson & Johnson | CIO; prior IT roles | CIO: 2006 – 2009; IT roles: 1997 – 2006 | Progression through IT leadership culminating as CIO |
| The Board Curators, LLC | Founder | Jul 2021 – present | Governance-focused advisory venture |
| Destiny Transformations Group, LLC | Founder | Apr 2018 – present | Leadership/strategy advisory venture |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barnes Group Inc. | Director | Sep 2019 – Jan 2025 | Audit Committee; board role concluded upon sale in Jan 2025 |
| Masonite International Corp. | Director | Feb 2018 – 2024 | Corporate Governance & Nominating Committee; board role concluded upon sale in 2024 |
| Thurgood Marshall College Fund | Board role | Jan 2017 – Oct 2018 | Not-for-profit board service |
Board Governance
| Committee | Role | 2024 Meetings | 2024 Attendance | Key Oversight Areas |
|---|---|---|---|---|
| Audit | Member; designated “Financially Literate” | 9 | 97% | Financial reporting; technology & cybersecurity risk; enterprise risk; quarterly cyber updates; audit firm oversight |
| Corporate Governance & Compliance | Member | 7 | 97% | Board composition/refreshment; governance practices; sustainability & social impact; ethics/compliance; related party review; shareholder engagement oversight |
- Board-level engagement: Directors attended 98% of aggregate Board and committee meetings in 2024; all then-serving directors attended the 2024 Annual Meeting. Executive sessions occur at each regularly scheduled Board meeting (without the CEO present).
- Independence: The Board determined Jones meets AMN’s categorical independence standards and NYSE rules.
- Committee chairs: Audit (Teri G. Fontenot), Governance & Compliance (Jorge A. Caballero); Jones is not a chair.
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Annual cash retainer (Independent Director) | $90,000 | 2024 | Paid quarterly; no meeting fees; reimbursement of out-of-pocket expenses |
| Fees Paid in Cash (Jones) | $90,000 | FY 2024 | From director compensation table |
- Director pay philosophy: equity-weighted; average independent director total comp was ~62% equity in 2024.
Performance Compensation
| Award Type | Grant Date | Units/Shares | Grant Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|
| Time-vested RSUs (Jones and all Independent Directors serving at grant) | Apr 19, 2024 | 3,019 RSUs | ~$170,000 aggregate AGD fair value per director; Jones’s reported stock awards $169,970 | Earlier of one-year anniversary (Apr 19, 2025) or the 2025 Annual Meeting (May 2, 2025), subject to continued service | Directors may elect to defer receipt until separation from Board |
- Options: None of AMN’s directors had option awards outstanding as of Dec 31, 2024.
- Director equity plan guardrails:
- Cap: Subject to limited exceptions, total director compensation (cash + equity grant date value) capped at $750,000/year under the Proposed 2025 Equity Plan.
- No dividends/equivalents on unvested awards; prohibition on option/SAR repricing without shareholder approval.
- Share recycling structured; ISO cap 1,000,000 shares; plan term 10 years from shareholder approval; T&C Committee administers with broad authority.
Other Directorships & Interlocks
| Company | Industry Relation to AMN | Interlock/Conflict Notes |
|---|---|---|
| Barnes Group Inc. | Industrial/aerospace; not a healthcare staffing client/supplier | No related-party transactions disclosed involving Jones; service ended Jan 2025 upon sale |
| Masonite International Corp. | Building products; not a healthcare staffing client/supplier | No related-party transactions disclosed involving Jones; service ended in 2024 upon sale |
- Independence/related-party exposure: No related-party transactions disclosed for Jones; Board’s independence review highlighted an Orlando Health relationship for a different director (Fontenot) and deemed it within independence standards.
Expertise & Qualifications
- Digital/technology transformation; healthcare industry experience; C‑suite leadership credentials; designated “Financially Literate” for Audit Committee service.
Equity Ownership
| Metric | Value | Date/Source | Notes |
|---|---|---|---|
| Beneficially owned common shares | 14,638 | Record Date March 4, 2025 | Less than 1% of shares outstanding |
| RSUs held (incl. deferred) | 6,839 | As of Dec 31, 2024 | Director-level RSU balance (deferred RSUs included) |
| Options outstanding | 0 | As of Dec 31, 2024 | No director options outstanding |
| Shares outstanding | 38,200,651 | Record Date March 4, 2025 | For context on ownership % |
| Director ownership guideline | 5x annual cash retainer ($450,000) | Policy as of Mar 4, 2025 | Must hold common stock + vested unsettled RSUs; unvested RSUs/options excluded |
| Jones’ ownership multiple vs guideline | 3.3x | As of Mar 4, 2025 | Below the 5x target; policy requires 50% net vested share retention until met |
| Pledging/hedging | Prohibited | Policy; FY 2024 compliance | No pledging or hedging; none of the identified director holdings are pledged |
Governance Assessment
- Strengths:
- Independent director with deep healthcare IT and cyber risk oversight exposure through Audit Committee role; Audit Committee covers enterprise risk and quarterly cyber incident reporting.
- High Board and committee engagement (Board 98% aggregate attendance; Audit 97%; Governance & Compliance 97%); all directors attended 2024 Annual Meeting; executive sessions at each regular Board meeting.
- Equity-weighted director pay (time‑vested RSUs), strong plan governance (no repricing; no dividends on unvested; director comp cap).
- Ownership/behavioral controls: stringent ownership guidelines and anti-pledging/hedging policy; Section 16(a) compliance in 2024.
- Watch items / RED FLAGS:
- Below director ownership multiple (3.3x vs 5x target) despite policy compliance via 50% net vested share retention; monitor progression toward full compliance.
- Audit Committee designation as “Financially Literate” (not “Financial Expert”); appropriate for membership, but not designated expert—mitigated by multiple experts on the committee.
- Conflicts/related-party exposure:
- No related-party transactions disclosed involving Jones; Board independence affirmed.
Overall investor-confidence signal: Strong independence, cybersecurity/technology oversight, and engagement. The equity plan’s shareholder-friendly features and anti-pledging rules support alignment. The only notable gap is the current shortfall vs the 5x ownership guideline, with compliance maintained via mandatory share retention until threshold is met.