James Hinton
Director at AMN
Board
About James H. Hinton
James H. “Jim” Hinton, age 66, joined AMN’s Board in July 2024 as an independent director, bringing three decades of health system CEO experience and current private equity operating expertise . He serves on AMN’s Corporate Governance & Compliance Committee and the Talent & Compensation Committee, and was affirmed by the Board as independent under NYSE rules and AMN’s guidelines . Notable prior roles include CEO of Baylor Scott & White Health and President/CEO of Presbyterian Healthcare Services; he is currently an Operating Partner at Welsh, Carson, Anderson & Stowe and a director at McKesson Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baylor Scott & White Health | Chief Executive Officer | 2017 – 2021 | Led large integrated system; governance and operational expertise cited by AMN |
| Presbyterian Healthcare Services | President & CEO; prior COO/VP; Executive Director; Director of Business Development | 1995 – 2016; (VP/COO 1992 – 1995); (Exec Dir/Dir Biz Dev 1987 – 1992) | Integrated systems development; M&A and operational experience highlighted |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Welsh, Carson, Anderson & Stowe (WCAS) | Operating Partner | 2022 – present | Private equity healthcare focus; disclosed by AMN |
| McKesson Corporation (NYSE: MCK) | Independent Director | 2022 – present | Global healthcare supply chain and IT leader |
| American Hospital Association | Trustee (2011–2016); Chair (2014) | Past | National industry leadership |
Board Governance
- Committee assignments: Member, Corporate Governance & Compliance Committee; Member, Talent & Compensation Committee .
- Independence: Determined independent by the Board under NYSE standards; CEO is sole non‑independent director .
- Attendance and engagement: AMN Board met 6 times in 2024; directors attended 98% of aggregate Board and committee meetings; all then‑serving directors attended the 2024 Annual Meeting . Corporate Governance & Compliance Committee held 7 meetings with 97% attendance in 2024; Talent & Compensation Committee held 6 meetings .
- Executive sessions: Board holds executive sessions at each regularly scheduled meeting without management present .
- Onboarding: New directors meet each director and committee chair; invited to all committee meetings during onboarding; assigned a mentor director .
Fixed Compensation
| Component (Director Pay) | 2024 Amount | Details |
|---|---|---|
| Fees Paid in Cash | $39,864 | Pro‑rated for partial year service (appointed July 2024) |
| All Other Compensation | $1,000 | Charitable donation via AMN Impact Fund; no personal financial benefit |
Option awards: None outstanding for any directors as of Dec 31, 2024 .
Performance Compensation
| Equity Vehicle | Grant/Units | Grant-Date Fair Value | Vesting / Dates | Notes |
|---|---|---|---|---|
| RSUs (pro‑rated new director grant) | 2,235 units | Included in $127,462 stock awards value | Vests April 19, 2025 | Pro‑rata grant upon July 2024 appointment |
| RSUs (annual board grant reference) | 3,019 units to each director elected at April 19, 2024 meeting | $169,970 per director (context) | Standard annual cycle | Hinton joined post‑meeting; received pro‑rata grant instead |
| Performance Metric Linkage | Plan Detail |
|---|---|
| None for non‑employee director equity | AMN discloses time‑vested RSUs for directors; no performance metrics applicable; no director options outstanding |
Other Directorships & Interlocks
| Company/Body | Role | Committee Roles (if disclosed) | Interlock/Conflict Disclosure |
|---|---|---|---|
| McKesson Corporation | Director | Not disclosed in AMN proxy | None disclosed by AMN relating to Hinton |
| American Hospital Association | Trustee; Chair (2014) | Not applicable | Industry leadership; not a related party transaction |
| WCAS (private equity) | Operating Partner | Not applicable | No related‑party transaction disclosed involving Hinton/WCAS |
Compensation Committee interlocks: The Talent & Compensation Committee (of which Hinton is a member) reported no interlocking relationships subject to SEC proxy disclosure; committee consists solely of independent, non‑employee directors and uses an independent consultant (FW Cook) .
Expertise & Qualifications
- Skills matrix highlights: Healthcare industry; C‑suite leadership; Finance/Audit; Legal/Risk; M&A; Human Capital Management; Digital/Technology .
- AMN cites his experience integrating systems and executing healthcare M&A; CEO experience at large systems; current public company board experience at McKesson .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial Ownership (as of March 4, 2025) | 2,235 shares (underlying RSUs vesting within 60 days on April 19, 2025); <1% of outstanding shares |
| Vested vs. Unvested | The 2,235 RSUs were scheduled to vest April 19, 2025 (i.e., within 60 days of March 4, 2025) |
| Pledging/Hedging | Prohibited; none pledged by directors/officers under policy |
| Ownership Guidelines | Directors must hold shares and vested but unsettled RSUs equal to 5x annual cash retainer ($450,000). Hinton shown at 0x multiple as of March 4, 2025; new directors must retain 50% of net vested shares until compliant |
Insider Trading Filings
| Year | Section 16(a) Compliance | Notes |
|---|---|---|
| 2024 | In compliance for all directors and NEOs | Based on AMN review of electronic filings; no delinquencies reported |
Governance Assessment
- Strengths: Independent director with deep provider‑system operating experience and current PE/operator perspective; sits on Governance & Compliance and Compensation committees—key for oversight of compliance, HCM and pay practices . Board-wide attendance and executive sessions indicate active oversight; committee independence and consultant independence confirmed .
- Alignment: Granted pro‑rated RSUs on appointment; equity‑heavy director pay design aligns to shareholders; policy bans pledging/hedging; robust ownership guidelines with holding requirement until compliant .
- Conflicts/Related‑Party: Board affirmed Hinton’s independence; AMN’s related‑party section discusses an Orlando Health relationship for another director and outlines escalation/governance controls; no related‑party transactions involving Hinton are disclosed .
- Watch items:
- Ownership multiple: Hinton not yet at 5x retainer (0x as of March 4, 2025) given recent appointment; mitigated by mandatory 50% net‑shares retention until compliant .
- External roles: WCAS Operating Partner and McKesson directorship increase network breadth; no AMN‑related transactions disclosed, but should be monitored for potential future related‑party exposure; AMN’s policies require pre‑clearance and committee review of any such transactions .
No RED FLAGS identified related to attendance, Section 16 compliance, option repricing, or related‑party transactions for Hinton in the proxy disclosures reviewed .