Share-Based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

(a) Equity Award Plans

Equity Plan

The Company established the AMN Healthcare Equity Plan (as amended or amended and restated from time to time, the “Equity Plan”), which has been approved by the Company’s stockholders. At the time of the Equity Plan’s original adoption in 2006, equity awards, based on the Company’s common stock, could be issued for a maximum of 723 shares plus the number of shares of common stock underlying any grants under the Stock Option Plan (under which there are no longer any outstanding awards) that were forfeited, canceled or terminated (other than by exercise) from and after the effective date of the Equity Plan. Pursuant to the Equity Plan, stock options and stock appreciation rights (“SARs”) granted have a maximum contractual life of ten years and have exercise prices that will be determined at the time of grant, which will be no less than fair market value of the underlying common stock on the date of grant. Any shares to be issued under the Equity Plan will be issued by the Company from authorized but unissued common stock or shares of common stock reacquired by the Company. On April 18, 2007, April 9, 2009, April 18, 2012 and April 19, 2017, the Company amended the Equity Plan, with stockholder approval, to increase the number of shares authorized under the Equity Plan by 3,000, 1,850, 2,400 and 1,400, respectively. At December 31, 2019 and 2018, 2,930 and 3,051 shares of common stock were reserved for future grants under the Equity Plan, respectively.

Other Plans

From time to time, the Company grants, and has granted, key employees inducement awards outside of the Equity Plan (collectively, “Other Plans”), which have consisted of SARs, options or RSUs. Although these awards are not made under the Equity Plan, the key terms and conditions of the grant are typically the same as equity awards made under the Equity Plan.

Additionally, in February 2014, the Company established the 2014 Employment Inducement Plan, which reserves for issuance 200 shares of common stock for prospective employees of the Company. As of December 31, 2019, 175 shares of common stock remained available for future grants under the 2014 Employment Inducement Plan.

(b) Share-Based Compensation

Restricted Stock Units

RSUs and PRSUs (subject to a PRSU being earned) granted under the Equity Plan generally entitle the holder to receive, at the end of a vesting period, a specified number of shares of the Company’s common stock. The following table summarizes RSU and PRSU activity for non-vested awards for the years ended December 31, 2019, 2018 and 2017:



	Number of Shares		Weighted Average Grant Date Fair Value per Share
Unvested at January 1, 2016	1,075		$	22.14
Granted—RSUs	166		$	40.73
Granted—PRSUs (1)	317		$	27.51
Vested	(637	)	$	16.88
Canceled/forfeited/expired	(66	)	$	30.02
Unvested at December 31, 2017	855		$	30.98
Granted—RSUs	279		$	53.73
Granted—PRSUs (1)	266		$	35.28
Vested	(499	)	$	23.04
Canceled/forfeited/expired	(83	)	$	42.32
Unvested at December 31, 2018	818		$	43.84
Granted—RSUs	191		$	54.99
Granted—PRSUs (1)	201		$	48.32
Vested	(400	)	$	35.46
Canceled/forfeited/expired	(52	)	$	41.09
Unvested at December 31, 2019	758		$	52.45

(1) PRSUs granted included both the PRSUs granted during the year at the target amount and the additional shares of prior period granted PRSUs vested during the year in excess of the target shares.

As of December 31, 2019, there was $14,762 unrecognized compensation cost related to non-vested RSUs and PRSUs. The Company expects to recognize such cost over a period of 1.6 years. As of December 31, 2019 and 2018, the aggregate intrinsic value of the RSUs and PRSUs outstanding was $47,242 and $46,336, respectively.

Stock Options and SARs

Stock options entitle the holder to purchase, at the end of a vesting period, a specified number of shares of the Company’s common stock at a price per share set at the date of grant. SARs entitle the holder to receive, at the end of a vesting period, shares of the Company’s common stock equal in value to the difference between the exercise price of the SAR, which is set at the date of grant, and the fair market value of the Company’s common stock on the date of exercise.

A summary of stock option and SAR activity under the Equity Plan and Other Plans are as follows:



	Number Outstanding		Weighted- Average Exercise Price per Share
Outstanding at December 31, 2016	286		$	9.67
Granted	—		$	—
Exercised	(24	)	$	18.85
Canceled/forfeited/expired	—		$	—
Outstanding at December 31, 2017	262		$	8.81
Granted	—		$	—
Exercised	(35	)	$	10.12
Canceled/forfeited/expired	—		$	—
Outstanding at December 31, 2018	227		$	8.61
Granted	—		$	—
Exercised	(215	)	$	8.67
Canceled/forfeited/expired	—		$	—
Outstanding at December 31, 2019	12		$	7.51
Vested and expected to vest at December 31, 2019	12		$	7.51
Exercisable at December 31, 2019	12		$	7.51

As of December 31, 2019, all SARs were fully vested, and there were no stock options outstanding. The total intrinsic value of stock options and SARs exercised was $9,177, $1,535 and $555 for 2019, 2018 and 2017, respectively. At December 31, 2019 and 2018, the total intrinsic value of stock options and SARs outstanding and exercisable was $645 and $10,841, respectively.

Share-Based Compensation

Total share-based compensation expense for the years ended December 31, 2019, 2018 and 2017 was as follows:



	Years Ended December 31,
	2019			2018			2017
Share-based employee compensation, before tax	$	16,241		$	10,815		$	10,237
Related income tax benefits	(4,223		)	(2,812		)	(3,985		)
Share-based employee compensation, net of tax	$	12,018		$	8,003		$	6,252