Mark Foletta
Board Chair at AMN
Board
About Mark G. Foletta
Mark G. Foletta (age 64) is an independent director of AMN Healthcare, serving on the Board since 2012, and was appointed independent Chair of the Board effective February 4, 2025. He chairs the Talent and Compensation Committee, serves on the Audit Committee, and is designated an “Audit Committee Financial Expert,” bringing extensive CFO, audit/finance, healthcare, and enterprise risk management experience, and is a Certified Public Accountant (inactive).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tocagen Inc. | EVP & Chief Financial Officer | Feb 2017 – Mar 2020 | Public company CFO experience in biotech; transaction through acquisition by Forte Biosciences |
| Biocept, Inc. | Interim Chief Financial Officer | Aug 2015 – Jul 2016 | Public diagnostics company CFO role |
| Amylin Pharmaceuticals, Inc. | SVP, Finance & CFO | Mar 2006 – Oct 2012 | Helped develop and launch initial enterprise risk management (ERM) assessment |
| Amylin Pharmaceuticals, Inc. | VP, Finance & CFO | Mar 2000 – Mar 2006 | ERM launch experience noted above |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DexCom, Inc. | Lead Independent Director | Nov 2014 – present | Board leadership at a large medtech; ERM launch guidance at DexCom |
| Enanta Pharmaceuticals | Director; Chair, Audit Committee | Jun 2020 – present | Audit leadership at a public biotech |
| Regulus Therapeutics Inc. | Director; Chair, Audit Committee; Member, Nominating & Governance | Feb 2013 – Jun 2018 | Audit chair; governance committee member; ERM launch guidance |
| Viacyte, Inc. (private) | Director | Not disclosed | Private company board (sold in 2022) |
| Ambit Biosciences Corporation | Director; Chair, Audit Committee | Not disclosed | Company sold in 2014 |
| Anadys Pharmaceuticals, Inc. | Director | Not disclosed | Company sold in 2011 |
Board Governance
| Governance Item | Details |
|---|---|
| Board Chair | Appointed independent Chair effective Feb 4, 2025; duties include leading Board process, crisis response, shareholder engagement, and independent oversight of CEO performance/compensation |
| Independence | Board determined Mr. Foletta meets NYSE and company independence standards |
| Committees | Chair, Talent & Compensation; Member, Audit; Audit Committee Financial Expert designation |
| Committee activity (2024) | Audit: 9 meetings, 97% attendance; Talent & Compensation: 6 meetings, 100% attendance |
| Board meetings & engagement (2024) | Board met 6 times; directors attended 98% of aggregate Board/committee meetings; all directors attended 2024 Annual Meeting; executive sessions at each regular meeting |
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Director) | $90,000 | Paid quarterly; no meeting fees |
| Chair of the Board retainer | $150,000 | Additional to director retainer |
| Audit Chair retainer | $30,000 | Additional to director retainer |
| Talent & Compensation Chair retainer | $20,000 | Additional to director retainer |
| 2024 Director cash actually paid – Foletta | $104,066 | As disclosed in Director Compensation Table |
Performance Compensation
| Equity Award | Grant Date | Quantity/Value | Vesting/Terms |
|---|---|---|---|
| Annual RSU grant (Directors) | Apr 19, 2024 | 3,019 RSUs; grant date fair value ~$169,970 | Vests on earlier of one-year anniversary or 2025 Annual Meeting; optional deferral until separation; intended aggregate grant value ~$170,000 for 2024 |
| Options (Directors) | N/A | None outstanding as of Dec 31, 2024 | Company states no director option awards outstanding |
| Director pay mix (policy) | N/A | Equity represented ~62% of Independent Directors’ average total comp in 2024 | Reflects emphasis on long-term alignment |
Note: Director equity is time-vested; no director performance share or option awards are disclosed for 2024.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards | DexCom (Lead Independent Director); Enanta Pharmaceuticals (Audit Chair) |
| Compensation Committee interlocks | None – Committee consists exclusively of independent directors; no interlocking relationships subject to SEC disclosure |
| Compensation consultant | Frederic W. Cook & Co., Inc.; determined independent with no conflicts |
Expertise & Qualifications
- Finance/audit leadership and public company CFO experience; healthcare industry and risk management expertise; CPA (inactive).
- Audit Committee Financial Expert designation by the Board.
- Led/assisted ERM implementations at Amylin, Regulus, and DexCom, signaling strong risk oversight credentials.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 37,870 shares | Less than 1% of class; percent shown as “*” (<1%) |
| Shares owned directly | 10,254 | As of March 4, 2025 table/footnote |
| Vested RSUs (receipt deferred) | 24,597 | Included in beneficial ownership; payable at separation |
| RSUs vesting within 60 days (from Mar 4, 2025) | 3,019 | 2024 annual grant scheduled to vest by Apr 19, 2025 |
| RSUs held at Dec 31, 2024 | 27,616 | Includes deferred RSUs |
| Pledged or hedged shares | None | Policy prohibits pledging/hedging; no pledges by directors/NEOs disclosed |
| Director stock ownership guideline | ≥5x annual cash retainer (i.e., $450,000) | Policy excludes unvested RSUs/options |
| Foletta — ownership multiple | 10x; meets requirement | As of Mar 4, 2025 |
Director Compensation (2024 actual)
| Name | Fees Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Mark G. Foletta | 104,066 | 169,970 | 1,000 | 275,036 |
| (AMN Impact Fund charitable donation on his behalf) | ||||
Board Governance – Additional Signals
- Independence/Conflicts: Board affirmed Mr. Foletta’s independence; the only director relationship specifically evaluated for related-party considerations involved another director (Orlando Health/Ms. Fontenot).
- Related-party oversight: Governance & Compliance Committee reviews related-party transactions; broader ethics/compliance oversight; no specific related-party transactions disclosed for Mr. Foletta.
- Section 16 compliance: Company believes all directors complied with Section 16(a) filing requirements in 2024.
- Say-on-Pay support: 94% approval at 2024 Annual Meeting—constructive signal for compensation oversight under the Talent & Compensation Committee chaired by Mr. Foletta.
Governance Assessment
- Strengths: Independent Board Chair; deep finance/audit and ERM expertise; Chair of T&C and Audit Committee Financial Expert; strong ownership alignment (10x guideline); no pledging; no interlocks; independent compensation consultant; robust committee activity and high attendance. These factors support board effectiveness and investor confidence.
- Watch items: Multiple external public company roles (DexCom Lead Independent Director; Enanta Audit Chair) require ongoing time management, though no attendance or engagement concerns are disclosed and aggregate attendance remains strong.
Bottom line: Filings indicate strong independence, aligned incentives, and experienced oversight from Mr. Foletta, with positive shareholder feedback on executive pay and no disclosed red flags (pledging, related-party issues, interlocks, or filing delinquencies).