Jorge Caballero
Director at AMN
Board
About Jorge A. Caballero
Independent director at AMN since 2021; age 68. Serves on the Audit Committee as an SEC-defined “financial expert” and chairs the Corporate Governance & Compliance Committee. Core credentials include deep finance/audit, M&A, and legal/risk management expertise from senior leadership roles at Deloitte and prior corporate tax leadership experience. The Board has determined he meets NYSE independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Tax LLP | Chief Diversity Officer | 2009–2016 | Board leadership experience; governance perspective |
| Deloitte Business Tax Services U.S.-India | Managing Partner | 2016–2019 | Oversight of global financial operations and risk management |
| Deloitte (New Jersey) | Tax Managing Partner | 2003–2011 | Financial reporting and governance experience |
| Beneficial Corporation | Assistant VP of Tax | 1983–1986 | Corporate tax leadership at consumer finance company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Way of Essex & West Hudson (NJ) | Chair, Board; Chair, Finance Committee | 2003–2019 | Non-profit governance and financial oversight |
| The College of New Jersey | Chair, Board; Chair, Finance; Chair, Audit & Risk | 2007–2019 | Higher-education governance; audit and risk leadership |
| Jersey Battered Women’s Service | Chair, Finance; Chair, HR; Chair, Infrastructure | 1993–2001 | Non-profit governance; multi-committee leadership |
Board Governance
- Committee assignments: Audit Committee member (Financial Expert); Chair of Corporate Governance & Compliance Committee .
- Independence: Determined independent under NYSE standards; Board considers director independence annually .
- Attendance and engagement:
- Board met 6 times in 2024; directors attended 98% of board and committee meetings; all then-serving directors attended the 2024 Annual Meeting .
- Audit Committee: 9 meetings; attendance 97% .
- Corporate Governance & Compliance Committee: 7 meetings; attendance 97% .
- Executive sessions occur at each regularly scheduled Board meeting; management not present .
- Governance & Compliance Committee responsibilities include board refreshment, succession planning, ESG oversight, governance frameworks, shareholder engagement, and related-party transaction review .
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Independent Director annual cash retainer | $90,000 | Paid quarterly; no meeting fees |
| Chair, Corporate Governance & Compliance Committee | $15,000 | Additional annual retainer for chair service |
| Jorge A. Caballero – 2024 Fees Paid in Cash | $105,000 | Base $90,000 + Chair $15,000 |
| Reimbursements | Out-of-pocket expenses reimbursed | Standard practice |
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant Date Fair Value | Vesting | Deferral Option |
|---|---|---|---|---|---|
| Time-vested RSUs (annual director grant) | Apr 19, 2024 | 3,019 | $169,970 | Earlier of 1-year or 2025 Annual Meeting, subject to service | Directors may defer receipt until separation from Board |
| Vested RSUs deferred (beneficial ownership) | Prior grants | 1,458 | — | Vested; receipt deferred until separation | Deferred shares counted as beneficially owned within 60 days |
Director equity is time-vested only; there are no performance metrics (e.g., EBITDA or TSR) tied to director compensation. The committee targets an equity-heavy mix (62% of independent director total comp in 2024) to align with long-term shareholder interests .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company directorships | None disclosed for Caballero in the proxy biography |
| Compensation Committee interlocks | None; Talent & Compensation Committee members had no interlocking relationships requiring disclosure |
Expertise & Qualifications
- Finance/Audit, Mergers & Acquisitions, Legal/Risk Management; designated Audit Committee Financial Expert .
- Practical knowledge of executive management in complex global businesses; governance leadership experience at Deloitte; extensive corporate governance exposure across public/private settings .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 8,595 shares; includes 4,118 directly owned and 4,477 deemed beneficially owned within 60 days (1,458 vested RSUs deferred; 3,019 RSUs vesting Apr 19, 2025) |
| Percent of class | “*” (less than 1%) |
| Pledging/Hedging | None; policy prohibits pledging/hedging; table notes no shares by directors/NEOs are pledged |
| Ownership guidelines | 5× annual cash retainer = $450,000; Caballero at 1.6× and below target; however, all non-management directors are “in compliance” via either meeting target or required retention of ≥50% of net vested shares until reaching target |
Insider Trades & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance in 2024 | Company believes all directors and officers complied with filing requirements |
Governance Assessment
-
Positive signals:
- Independence affirmed; Audit Committee Financial Expert designation strengthens oversight of financial reporting and risk .
- High engagement and attendance (Board 98%; relevant committees 97%) supports board effectiveness .
- Equity-heavy director compensation (~62%) promotes long-term alignment; no option awards outstanding as of year-end 2024 (limits risk of repricing) .
- No pledging/hedging; robust related-party oversight sits under his committee chair role, reducing conflict risk .
-
Potential red flags and watch items:
- Below-target ownership multiple (1.6× vs 5× guideline) suggests lower “skin-in-the-game”; mitigated by the mandatory 50% net-share retention policy until guideline met .
- No other public company board seats disclosed (neutral for conflicts, but less cross-board information flow) .
- No director meeting fees; compensation is standardized, but equity awards are time-vested (not performance-linked), which may modestly weaken pay-for-performance linkage at the board level .
-
Conflicts/related-party exposure:
- No Caballero-specific related-party transactions disclosed. The Board reviewed an Orlando Health client relationship for another director (Fontenot) and maintained independence determination; related-party transactions are overseen by Caballero’s committee .
Overall: Caballero brings strong audit/finance and governance credentials, chairs governance and compliance, and maintains solid attendance. Ownership below guideline is a notable alignment gap relative to AMN’s standard, partially mitigated by retention rules and ongoing annual RSU grants .
Appendix – Director Compensation Table (Caballero row)
| Name | Fees Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Jorge A. Caballero | 105,000 | 169,970 | 1,000 | 275,970 |