Sylvia Trent-Adams
Director at AMN
Board
About Sylvia Trent-Adams
Rear Admiral Dr. Sylvia Trent-Adams, PhD, RN, FAAN, age 59, has served as an independent director of AMN since 2020, currently sitting on the Talent and Compensation Committee and the Corporate Governance and Compliance Committee . She is recognized for senior healthcare leadership and public policy expertise, including service as Acting Surgeon General and Deputy Surgeon General of the United States, bringing clinical and governance experience aligned with AMN’s strategy and regulatory oversight needs . The Board has determined she is independent under NYSE rules and AMN’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Public Health Service | Deputy Surgeon General; Acting Surgeon General of the United States | 1992–2020 | Senior federal health leadership; public policy and regulatory oversight |
| U.S. Dept. of Health & Human Services | Principal Deputy Assistant Secretary for Health | Jan 2019–Sept 2020 | Senior policy and health systems leadership |
| University of North Texas Health Science Center | President | Sept 2022–Jan 2025 | C-suite leadership of academic health center |
| University of North Texas Health Science Center | Executive Vice President & Chief Strategy Officer | Oct 2020–Sept 2022 | Strategy leadership; organizational development |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Masonite International Corp. | Director; Corporate Governance & Nominating Committee | Feb 2018–sale in 2024 |
| Institute for Healthcare Improvement | Board member | 2022–present |
| One Safe Place (nonprofit) | Board member | 2022–present |
| University of Minnesota School of Nursing | Board of Visitors | 2020–2023 |
| Thurgood Marshall College Fund | Board role | Jan 2017–Oct 2018 |
Board Governance
- Committee assignments: Member, Talent & Compensation; Member, Corporate Governance & Compliance .
- Independence: Board determined Dr. Trent-Adams meets categorical independence standards; CEO is the only non-independent director .
- Attendance: Board met 6 times in 2024; directors attended 98% of aggregate Board and committee meetings; all then-serving directors attended the 2024 Annual Meeting; executive sessions are held at each regular Board meeting without management present .
- Committee activity context: Talent & Compensation met 6 times (100% attendance overall); Corporate Governance & Compliance met 7 times (97% attendance overall) .
- Onboarding and education: AMN provides structured onboarding, NACD membership, and continuing education resources; directors may attend external programs at company expense with pre-approval .
- Ownership alignment: Non-management directors must hold 5x annual cash retainer ($450,000); Dr. Trent-Adams stands at 1.9x and is in compliance via retention of at least 50% of net vested shares until target is met .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Independent Director retainer; paid quarterly; no meeting fees |
| All other compensation | $1,000 | Charitable donation via AMN Impact Fund; no personal benefit to director |
| Total cash + other | $91,000 | Sum of cash retainer and charity donation |
Director retainer schedule (current):
| Position | Annual Retainer ($) |
|---|---|
| Independent Director | $90,000 |
| Chairperson of the Board | $150,000 |
| Audit Chair | $30,000 |
| Talent & Compensation Chair | $20,000 |
| Corporate Governance & Compliance Chair | $15,000 |
Performance Compensation
| Equity Component (FY 2024) | Detail | Grant/Value | Vesting | Notes |
|---|---|---|---|---|
| Time-vested RSUs | Annual director grant | 3,019 RSUs; $169,970 grant-date fair value | Earlier of one-year from grant (Apr 19, 2024) or 2025 Annual Meeting, subject to continued service | Directors may elect to defer receipt of shares until separation from Board; no options outstanding as of Dec 31, 2024 |
AMN weights director compensation towards equity (62% of Independent Directors’ average total compensation in 2024), promoting long-term alignment rather than performance-conditioned awards; directors do not receive performance-based equity (no PSU metrics apply to directors) .
Other Directorships & Interlocks
- Compensation Committee Interlocks: The Talent & Compensation Committee (Harris, Foletta, Trent-Adams, Hinton) consists exclusively of independent, non-employee directors; no interlocking relationships requiring SEC proxy disclosure .
- Shared directorships/conflicts: Proxy related-party review highlights Orlando Health and Director Fontenot; no related-party disclosures involving Dr. Trent-Adams .
Expertise & Qualifications
- Healthcare industry leadership; Government/Policy advocacy; C-suite leadership; Human capital management .
- Clinical credentials and honors: PhD, RN, FAAN; senior federal health service experience (Acting Surgeon General) .
Equity Ownership
Beneficial ownership (as of March 4, 2025):
| Holder | Total Beneficially Owned | % of Class | Breakdown |
|---|---|---|---|
| Sylvia Trent-Adams | 9,669 shares | <1% | 5,453 directly owned; 4,216 deemed beneficial via right to acquire within 60 days (1,197 vested RSUs deferred until separation; 3,019 RSUs vest Apr 19, 2025) |
RSUs held (as of Dec 31, 2024):
| Director | RSUs (incl. deferred) |
|---|---|
| Sylvia Trent-Adams | 4,216 |
Ownership guidelines (as of March 4, 2025):
| Director | Multiple of Cash Retainer | Meets 5x Requirement? |
|---|---|---|
| Sylvia Trent-Adams | 1.9x | — (must retain 50% of net vested shares until compliant) |
Policy on pledging/hedging:
- Directors and NEOs are prohibited from pledging or hedging AMN equity; no shares pledged by named executive officers or directors .
Governance Assessment
- Alignment and independence: Dr. Trent-Adams is independent and serves on key governance and compensation committees, enhancing oversight of human capital, ethics/compliance, and board refreshment .
- Engagement: Board-level engagement is strong (98% aggregate attendance; executive sessions at each regular meeting), supporting robust oversight; all directors attended the 2024 Annual Meeting .
- Ownership alignment: Her ownership multiple is below the 5x guideline (1.9x), but she is in compliance via required share retention, and director pay is equity-heavy (62%), indicating long-term alignment; continued accumulation will close the gap over time .
- Compensation structure: No meeting fees; modest fixed cash retainer; annual RSUs time-vested with deferral option; no options outstanding—reduces risk of option repricing red flags and supports pay-for-stewardship, not pay-for-performance at the director level .
- Conflicts and related-party exposure: Proxy related-party analysis flags only Orlando Health/Fontenot; there are no disclosed related-party transactions involving Dr. Trent-Adams, mitigating conflict risk .
- Shareholder sentiment: 2024 say-on-pay support was ~94%, reflecting investor confidence in compensation governance overseen by the Talent & Compensation Committee on which she serves .
RED FLAGS to monitor
- Ownership guideline shortfall (1.9x vs 5x) persists; track progress to full compliance and any deferral patterns that delay share settlement .
- Time commitments: While her UNT Health presidency ended Jan 2025, ongoing external boards should be monitored for potential overboarding risk; no overboarding concerns disclosed in proxy .