Whitney Laughlin
Chief Legal Officer and Corporate Secretary at AMN
Executive
About Whitney Laughlin
Whitney M. Laughlin is AMN Healthcare’s Chief Legal Officer and Corporate Secretary, promoted on August 19, 2023 after joining AMN in 2006 and serving as Deputy General Counsel since 2011; she is 55 as of the 2025 proxy, with a J.D. from Georgetown University Law Center and dual bachelor’s degrees from Southern Methodist University, licensed in CA and TX . 2024 company outcomes tied to executive incentives included Pre-Bonus Adjusted EBITDA below threshold (no financial bonus payouts) but strong leadership results; cash from operations was $320 million and debt was reduced by $250 million in 2024 . For long-term incentives, AMN’s 2024 Relative TSR would have measured at the 7th percentile (implying 0% earned under the TSR PRSU if measured on 12/31/2024), while October 2024 Absolute TSR PRSU awards require a 33.1% TSR (10% CAGR) for target payouts and measured above threshold for the initial stub period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMN Healthcare | Deputy General Counsel | 2011–2023 | Supported legal, governance, compliance functions; progression to CLO |
| AMN Healthcare | Chief Legal Officer & Corporate Secretary | 2023–present | Oversees legal, corporate governance, ESG, privacy/compliance, government/community affairs, risk management, real estate, equity compensation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SafeHaven of Tarrant County | Executive Committee Member | Current | Community safety and advocacy; governance exposure |
| International Esperanza Project | Board Member | Current | International development; network expansion |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $425,000 | $500,000 (18% increase effective 9/29/2024) |
| Target Bonus (% of Salary) | 65% | 70% (raised in Sep 2024) |
| Target Bonus ($) | $276,250 | $350,000 |
| Actual Bonus Paid ($) | — | $147,300 (50% of target driven by Leadership component; Financial 0%) |
Performance Compensation
Annual Bonus Plan Structure and Outcomes (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Pre-Bonus Adjusted EBITDA | 70% | $364,400 (85%) | $428,700 (100%) | $493,100 (115%) | $347,122 | 0% |
| Leadership Component | 30% | — | — | — | — | 167% of target for Laughlin |
| Total Bonus Outcome (Laughlin) | — | — | — | — | — | 50% of target; $147,300 |
Notes:
- Pre-Bonus AEBITDA excludes bonuses, acquisitions not in plan, and certain legal accrual increases; see Exhibit A in proxy for reconciliation methodology .
Long-Term Equity Awards (2024 Grants)
| Award Type | Grant Date | Performance Metric | Threshold | Target | Maximum | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| TSR PRSU (Relative TSR vs Russell 2000) | 1/15/2024 | Relative TSR percentile | 486 sh (25% of target) | 1,946 sh (50th percentile) | 3,405 sh (175% of target) | $203,085 | Committee determination within 30 days after 12/31/2027; 2024 Relative TSR would have been 7th percentile (0% earn if measured 12/31/2024) |
| Adjusted EBITDA PRSU | 1/15/2024 | Multi-year Adjusted EBITDA | 567 sh | 2,270 sh | 4,540 sh | $174,926 | Earned based on multi-year EBITDA schedule; CIC payout rules described below |
| RSU (time-based) | 2024 (annual awards) | Time-based service | — | — | — | $574,897 intended aggregate 2024 RSU fair value | Time-based vesting; some RSUs have two-year vest schedule (Oct awards) |
| Absolute TSR PRSU | 10/15/2024 | Absolute TSR | 10% of target shares | 9,952 sh (target); target TSR 33.1% at 10% CAGR | 2x target shares | Included in 2024 TSR PRSU total fair value $685,358 | Performance period ends 12/31/2027; stub performance through 12/31/2024 at 7.47% (>threshold; reported at 30% of target for Hagan/Laughlin under SEC instructions) |
Design features:
- Double-trigger change-in-control mechanics for equity; retirement-eligibility allows continued vesting of awards granted after 1/1/2024 except Absolute TSR PRSUs and Two-Year RSUs; Laughlin meets retirement eligibility (age 55 and 15 years of service) .
Aggregate intended grant-date fair values for 2024 annual awards:
| Component | Intended 2024 AGD Fair Value ($) |
|---|---|
| TSR PRSU(s) | $685,358 |
| Adjusted EBITDA PRSU | $174,926 |
| RSU(s) | $574,897 |
| Total | $1,435,182 |
Equity Ownership & Alignment
| Date | Beneficial Shares | Percent of Class | Ownership Guideline | Shares Held as Multiple of Salary | Compliance Status | Pledging/Hedging |
|---|---|---|---|---|---|---|
| Feb 21, 2024 | 13,627 | <1% | 2x base salary for NEOs | 1.8x (below requirement) | Must retain 50% of net vested shares until compliant | Prohibited; none pledged |
| Mar 4, 2025 | 15,992 | <1% | 2x base salary | 0.8x (below requirement) | In compliance via 50% retention rule; not yet at multiple | Prohibited; none pledged |
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance | Bonus Component | Benefits (COBRA) | Accelerated Equity Value | Triggers & Definitions |
|---|---|---|---|---|---|
| Involuntary termination absent Change-in-Control | $500,000 | $220,853 (prorated “Average Bonus”) | $356 | $281,293 | “Cause” includes failure to perform, policy violations, misconduct, fraud, felony; “Good Reason” includes material pay cuts, adverse duty changes, relocation >50 miles (Dallas move carved out pre-CIC) |
| Involuntary termination within 1 year of Change-in-Control (double trigger) | $1,000,000 | $220,853 | $356 | $690,810 | CIC severance equals 2x salary + Average Bonus; equity acceleration set per award agreements (TSR PRSU target shares; EBITDA PRSU earned + remaining at 100% of target for uncompleted years) |
Additional policies:
- Clawback consistent with Exchange Act Rule 10D-1 and NYSE listing standards (recoup incentive compensation upon restatement) .
- No tax gross-ups and double-trigger CIC across the program; no pledging/hedging allowed .
Say-On-Pay & Compensation Governance
- Say-on-pay approval: 90% in 2022 , 92% in 2023 , 94% in 2024 .
- Independent compensation consultant: Frederic W. Cook; balanced pay mix with PRSUs tied to TSR and adjusted EBITDA over three years; capped payouts; meaningful stock ownership requirements .
Investment Implications
- Retention risk: Laughlin satisfies retirement eligibility, enabling continued vesting for many awards; combined with below-guideline ownership multiples (0.8x in 2025 vs 2x requirement), this can increase vesting-related selling pressure near settlement dates despite mandatory retention of 50% of net vested shares .
- Pay-for-performance alignment: 2024 financial metric underperformed (0% financial bonus payout), while leadership outcomes drove 50% of target payout; TSR PRSU relative performance would have earned 0% if measured, but Absolute TSR PRSU awards require robust compounding (10% CAGR) for target, supporting long-term alignment .
- Governance quality: Double-trigger CIC, robust clawback, no tax gross-ups, and no pledging/hedging indicate shareholder-friendly structures; independent consultant use is consistent with best practice .
- Ownership alignment: Beneficial holdings remain below guideline multiples; enforced share retention and prohibition on hedging/pledging mitigate misalignment, but low multiple may limit downside alignment until guideline is met .