Mark Hagan
Chief Information and Digital Officer at AMN
Executive
About Mark Hagan
Mark C. Hagan, age 55, is AMN Healthcare’s Chief Information and Digital Officer, responsible for digital strategy, technology R&D, enterprise IT infrastructure, operations, development, security, and program management. He joined AMN as Chief Information Officer in June 2018 and was promoted to his current role in March 2020. He holds an MBA from the University of Colorado and a Bachelor of Science and Computing from Queensland University of Technology . Company performance context during his tenure (per pay-versus-performance disclosure): in 2024, AMN reported Net Income of -$188 million and Pre-Bonus Adjusted EBITDA of $347 million; the value of an initial $100 investment reflected TSR of $38.39 vs peer group $126.92 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Envision Healthcare | Chief Information Officer & SVP of IT | 2014–2018 | Led IT at a diverse healthcare services and technology company; physician-led services, post-acute, ambulatory surgery, and management services . |
| TeleTech | IT Director | Prior to 2014 | Technology leadership in a services environment; foundational operational IT experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Wonolo, Inc. | Director | Current | Board service for a labor marketplace platform . |
| M&M Properties Colorado LLC | Director | Prior disclosure | Listed in 2024 proxy among external directorships . |
Fixed Compensation
Base Salary
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $510,000 | $524,423 | $550,000 | $550,000 |
Target Bonus (% of Salary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus (% of Salary) | 90% | 90% | 90% |
| Target Bonus ($) | $472,500 | $495,000 | $495,000 |
Actual Bonus Paid
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Annual Cash Incentive ($) | $918,000 | $946,000 | $222,800 | $247,500 |
Performance Compensation
Annual Cash Incentive Plan Structure
- 2023 metrics: 30% Consolidated Revenue, 40% Pre-Bonus Adjusted EBITDA, 30% Leadership; payout range 0–200% .
- 2024 metrics: 70% Pre-Bonus AEBITDA only, 30% Leadership; payout range aligned to threshold/target/max; financial component yielded 0% as results did not meet threshold .
2024 Bonus Outcomes (Detail)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Pre-Bonus AEBITDA | 70% | $428,700 (100%) | $347,122 | 0% |
| Leadership Component (Hagan) | 30% | Committee goals | Achieved 167% of leadership target | 167% (leadership portion) |
| Total Bonus Payout (Hagan) | n/a | 90% of salary ($495,000) | n/a | 50% of target; $247,500 |
Long-Term Incentive (LTI) Equity Awards – Mix and Grants
| Award Type | 2021 (Counts; AGD FV $) | 2022 (Counts; AGD FV $) | 2023 (Counts; AGD FV $) | 2024 (Counts; AGD FV $) |
|---|---|---|---|---|
| Time-Vested RSUs | 6,923; $472,495 | 4,038; $437,477 | 4,212; $437,458 | 6,812; $524,933 |
| TSR PRSUs | 3,528; $314,980; 13,000; $1,791,140 | 2,642; $388,374 | 3,610; $480,708 | 5,839; $609,358 |
| Adjusted EBITDA PRSUs | 3,846; $262,490 | 4,038; $437,477 | 4,212; $437,458 | 6,812; $524,933 |
| Absolute TSR PRSU (special) | — | — | — | 18,661; $904,312 (Oct 15, 2024 grant) |
| Two-Year RSUs (special) | — | — | — | 18,661; $749,986 (Oct 15, 2024 grant) |
Notes:
- In addition to January 2024 annual grants, Hagan also received October 2024 equity grants with aggregate AGD Fair Value of $1,654,298, comprised of Absolute TSR PRSUs and Two-Year RSUs .
- Committee maintained performance equity at 65% of annual LTI in 2024 and targeted 65% again in 2025 (30% TSR PRSUs, 35% Adjusted EBITDA PRSUs, 35% RSUs) .
PRSU Performance Conditions and Vesting Schedules
- January 2024 TSR PRSUs: three-year performance period; payout depends on Relative TSR vs Russell 2000 and Absolute TSR; payout capped at target if Absolute TSR negative; max 175% when Absolute TSR positive and Relative TSR at 75th percentile; schedule measured as of December 31, 2026 .
- January 2024 Adjusted EBITDA PRSUs: performance over 2024–2026 with a 2024 adjusted EBITDA target of $416 million and compounding YoY adjusted EBITDA growth of 3% for 2025 and 2026; payout range 0–200% of target .
- Two-Year RSUs (Oct 2024): vest ratably on first and second anniversaries of grant date .
- Absolute TSR PRSU Payout Curve (Oct 2024): 0% at 0% CAGR; 100% at 10% CAGR; up to 200% at 18% CAGR; linear interpolation; truncated in change-in-control scenarios .
Realized Vesting and 2022 PRSU Results
| Item | Detail |
|---|---|
| Shares vested in 2024 (Hagan) | 14,287 shares; value realized $995,192 |
| Options exercised in 2024 (Hagan) | None |
| 2022 PRSU outcomes (measured early 2025) | TSR PRSUs earned: 0; Adjusted EBITDA PRSUs earned: 2,664 for Hagan |
Equity Ownership & Alignment
Beneficial Ownership and Pledging/Hedging
| As-of Date | Shares Beneficially Owned | % of Class | Pledging/Hedging |
|---|---|---|---|
| Feb 21, 2024 | 28,049 | <1% | Prohibited by policy; none pledged |
| Mar 4, 2025 | 32,708 | <1% | Prohibited by policy; none pledged |
Ownership Guidelines Compliance
| Role | Required Multiple of Base Salary | Multiple Held | Compliance Status | As-of Date |
|---|---|---|---|---|
| Named Executive Officer (Hagan) | 2x | 2.7x | Complies | Feb 21, 2024 |
| Named Executive Officer (Hagan) | 2x | 1.5x | Does not meet; retaining ≥50% net vested shares until compliant | Mar 4, 2025 |
Deferred Compensation
| Metric | 2024 Amount |
|---|---|
| Executive Contribution | $430,925 |
| Company Match | $54,093 |
| Aggregate Earnings (Loss) | $809,168 |
| Aggregate Balance at FYE | $6,645,622 |
Employment Terms
Severance and Change-in-Control Economics (as of Dec 31, 2024)
| Scenario | Cash Severance | Bonus | Benefits | Accelerated Equity Value | Total |
|---|---|---|---|---|---|
| Involuntary Termination (absent CIC) | $550,000 | $472,100 | $24,621 | $146,481 | $1,193,202 |
| Involuntary Termination (within 1 year of CIC) | $1,100,000 | $472,100 | $24,621 | $1,651,229 | $3,247,950 |
- “Good Reason” includes material pay cuts not in line with peers, adverse duty changes, or relocation >50 miles (relocation to Dallas excluded); definitions differ pre- and post-CIC .
- Equity awards feature “double trigger” vesting on CIC; retirement-eligibility allows continued vesting on most awards granted after Jan 1, 2024, except Absolute TSR PRSUs and Two-Year RSUs .
Compensation Structure Analysis
- Cash vs equity mix: For 2024 Hagan’s total comp $4,195,993 included $550,000 salary, $247,500 bonus (leadership-only payout), and $3,313,521 in stock awards; the equity-heavy structure indicates high at-risk pay and alignment with long-term performance . In 2023 total comp $2,303,132 with $1,355,624 stock awards; in 2022 total comp $2,905,456 with $1,263,328 stock awards .
- Performance awards weighting: Committee kept performance equity at 65% of LTI in both 2024 and 2025 (TSR and Adjusted EBITDA PRSUs), reflecting emphasis on TSR and EBITDA outcomes .
- Bonus metrics tightened: 2024 financial component focused solely on Pre-Bonus AEBITDA (70%) vs broader revenue/EBITDA mix in 2023; poor 2024 financial performance zeroed the financial component, with payouts driven by leadership achievements .
- Special grants: October 2024 Absolute TSR PRSUs and Two-Year RSUs ($1.65 million AGD FV combined) suggest targeted retention/incentive amid market challenges .
- Pay-versus-performance: Compensation actually paid to Non-PEO NEOs averaged $554,387 in 2024 versus Summary Compensation average $2.83 million, reflecting negative equity value adjustments amid stock underperformance .
Risk Indicators & Red Flags
- Hedging/pledging prohibited: No pledged shares; policy prohibits hedging and pledging by executives and directors .
- Clawback policy: Recoupment aligned to SEC Rule 10d-1 and NYSE standards for restatements; applies to incentive comp earned on/after Dec 1, 2023 .
- Say-on-pay: ~94% support at 2024 Annual Meeting indicates shareholder endorsement of pay program design .
- Performance risk: 2022 TSR PRSUs earned 0%; 2024 financial bonus component paid 0%, reflecting operating/market headwinds and potential realized-value risk for PRSUs .
Multi-Year Compensation Summary
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary ($) | $510,000 | $524,423 | $550,000 | $550,000 |
| Stock Awards ($) | $2,841,104 | $1,263,328 | $1,355,624 | $3,313,521 |
| Non-Equity Incentive ($) | $918,000 | $946,000 | $222,800 | $247,500 |
| All Other Compensation ($) | $137,868 | $171,705 | $174,708 | $84,972 |
| Total ($) | $4,406,972 | $2,905,456 | $2,303,132 | $4,195,993 |
Equity Ownership Details
| Metric | 2024 (Feb 21) | 2025 (Mar 4) |
|---|---|---|
| Beneficial Ownership (Shares) | 28,049 | 32,708 |
| Ownership Guidelines Multiple | 2.7x (Complies) | 1.5x (Does not meet; retention in place) |
| 2024 Vesting Realized | 14,287 shares; $995,192 | — |
Employment Terms (Additional)
- Double-trigger vesting on change-in-control for equity awards; retirement-eligibility continued vesting rules (most post-1/1/2024 awards) .
- Good Reason/Cause definitions include compensation reductions, adverse duty changes, relocation thresholds, with tighter protections post-CIC .
Investment Implications
- Alignment and pay-for-performance: A high proportion of performance-based equity (TSR and Adjusted EBITDA PRSUs) plus 2024’s zero financial bonus payout shows discipline; however, negative TSR outcomes (2022 PRSUs 0% earned) and 2024 underperformance raise execution risk on equity realizations .
- Retention and selling pressure: October 2024 special grants and two-year vesting provide near-term retention hooks; 2025 ownership shortfall vs guideline (1.5x vs 2x) and the policy to retain 50% of net vested shares temper selling pressure risk, though guideline shortfall warrants monitoring .
- Change-in-control economics: CIC severance could reach ~$3.25 million with substantial equity acceleration, making event risk material; absent CIC, severance ~$1.19 million, providing downside protection without excessive guarantees .
- Governance signals: Strong say-on-pay support (~94%) and formal clawback/anti-hedging suggest investor-friendly policies; ongoing reliance on TSR/EBITDA PRSUs ties outcomes to shareholder value but exposes pay to market cyclicality .