Jeffrey Harris
Director at AMN
Board
About R. Jeffrey Harris
R. Jeffrey Harris, 70, has served as an independent director of AMN since 2005. He currently sits on the Corporate Governance and Compliance Committee, the Talent and Compensation Committee, and the Executive Committee, bringing expertise in legal/risk management, mergers & acquisitions, healthcare industry knowledge, and C‑suite leadership to the Board . AMN classifies non-management directors as “Independent Directors” and weights director pay toward equity to align interests with shareholders .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apogent Technologies, Inc. (formerly Sybron International) | Vice President, General Counsel & Secretary | 1988–2000 | Corporate legal and governance leadership |
| Apogent Technologies, Inc. | Of Counsel | Dec 2000–2003 | Legal advisory role post-GC tenure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BrightStar Wisconsin Foundation, Inc. | President, board member (former Chairman), co‑founder | 2013–present | Non-profit economic development; governance leadership |
Other Directorships & Interlocks
| Company | Role | Tenure | Outcome/Notes |
|---|---|---|---|
| Sybron Dental Specialties | Director | Apr 2005–2006 | Acquired by Danaher Corporation |
| Playtex Products, Inc. | Director | 2001–Oct 2007 | Acquired by Energizer Holdings |
| Prodesse, Inc. | Director | 2002–2009 | Acquired by Gen‑Probe Incorporated |
| Apogent Technologies, Inc. | Director | 2000–2004 | Acquired by Fisher Scientific International |
| Guy & O’Neill, Inc. (private) | Board member | 2008–2018 | Private label and contract manufacturing |
- Compensation Committee Interlocks: AMN’s Talent and Compensation Committee (members include Harris) consists exclusively of independent directors and discloses no interlocking relationships subject to SEC proxy rules .
Board Governance
| Item | Detail |
|---|---|
| Committee assignments (Harris) | Corporate Governance & Compliance (Member); Talent & Compensation (Member); Executive (Member) |
| Committee activity (2024) | Audit: 9 meetings, attendance 97%; Talent & Compensation: 6 meetings, attendance 100%; Corporate Governance & Compliance: 7 meetings, attendance 97%; Executive: 2 meetings, attendance 100% |
| Board meetings & attendance (2024) | Board met 6 times; directors attended 98% of aggregate Board and committee meetings; all then-serving directors attended the 2024 Annual Meeting |
| Independence | All members of Talent & Compensation and Corporate Governance & Compliance Committees meet NYSE independence standards; Audit members independent per Rule 10A‑3 and NYSE |
| Executive sessions | Held at each regularly scheduled Board meeting without the CEO present |
| Board leadership | Independent Chair (Mark G. Foletta) appointed Feb 4, 2025 |
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer (Independent Director) | $90,000 | Paid quarterly; no meeting fees |
| Committee chair retainers (schedule) | Audit Chair $30,000; T&C Chair $20,000; Governance Chair $15,000 | Harris is a member, not a chair |
| Fees paid in cash (Harris) | $90,000 | 2024 director compensation table |
| Stock awards (Harris) | $169,970 (grant-date fair value) | 3,019 RSUs granted Apr 19, 2024; time-vested; may defer settlement |
| All other compensation (Harris) | $1,000 | Company donation via AMN Impact Fund; no financial benefit to director |
| Total (Harris) | $260,970 | Cash + equity + other |
| Options outstanding (directors) | None as of Dec 31, 2024 | 2024 proxy disclosure |
Performance Compensation
| Metric/Structure | FY 2024 |
|---|---|
| Director performance-based pay elements | None disclosed; director equity is time‑vested RSUs that vest on the earlier of one year from grant or the 2025 Annual Meeting |
| Pay mix signal | Equity represented 62% of Independent Directors’ average total compensation in 2024, indicating alignment focus |
Expertise & Qualifications
- Legal/risk management, mergers & acquisitions, healthcare industry exposure, and C‑suite leadership experience .
- Background includes senior corporate legal roles and multiple board roles through acquisitions, supporting AMN’s growth and regulatory oversight needs .
Equity Ownership
| Metric | As of | Value |
|---|---|---|
| Beneficial ownership (Harris) | Mar 4, 2025 | 93,675 shares; <1% of class |
| Directly owned shares | Mar 4, 2025 | 55,918 |
| Vested RSUs deferred (right to acquire within 60 days) | Mar 4, 2025 | 34,738 |
| RSUs vesting within 60 days | Mar 4, 2025 | 3,019 (vesting Apr 19, 2025) |
| Total RSUs held (incl. deferred) | Dec 31, 2024 | 37,757 |
| Ownership guideline | Ongoing | Minimum 5x annual cash retainer ($450,000) |
| Compliance status | Mar 4, 2025 | Harris at 25.4x; meets requirement |
| Pledging/hedging | Policy and status | Prohibited; no shares pledged by directors/officers per proxy footnote |
Governance Assessment
- Independence and committee roles: Harris serves on three key committees composed of independent directors, with committee attendance strong across 2024 (97–100%) and Board aggregate attendance at 98%, supporting engagement and oversight quality .
- Ownership alignment: Harris substantially exceeds AMN’s stringent director stock ownership guideline (25.4x vs 5x requirement), with significant deferred RSUs indicating long-term alignment; pledging/hedging is prohibited and none pledged per proxy .
- Compensation signals: Director pay is equity‑weighted (62%), with time‑vested RSUs and no performance metrics for directors; cash retainer is standard with no meeting fees, and no options outstanding—reducing risk of option repricing and aligning with governance best practices .
- Conflicts and interlocks: The Talent & Compensation Committee (including Harris) discloses no SEC‑reportable interlocking relationships and retains an independent consultant (FW Cook) with no conflicts; Corporate Governance & Compliance reviews related party transactions—the proxy sections reviewed do not indicate Harris‑specific related‑party exposure .
- Board refreshment: Harris is a long‑tenured director (since 2005), while AMN maintains an average aggregate independent director tenure policy (<10 years; currently ~6 years), and continues board refreshment through new nominations—mitigating tenure concentration risk .
RED FLAGS
- None evident in reviewed disclosures: no pledging/hedging, no director options, no disclosed interlocks, and strong ownership alignment . Continued monitoring warranted given long tenure, with AMN’s refreshment policy and committee independence providing mitigants .