National Health Investors (NHI) Proxy Filing summary

Executive summary

• 2024 marked a return to growth with increases in Nareit FFO, Normalized FFO, and Funds Available for Distribution, surpassing initial expectations and outperforming the Nareit Healthcare REIT Index in TSR over 1-, 3-, and 5-year periods.

• Over $235 million was invested at an average yield of 8.6%, the most active year since 2019, with $262 million raised in equity markets and leverage improved to a net debt-to-adjusted EBITDA of 4.1x.

• Portfolio optimization, including $11 million in deferral repayments and a 32% increase in SHOP NOI, contributed to improved financial performance.

• The company is positioned for future growth, having already closed $136.4 million in real estate investments in 2025 and maintaining an active investment pipeline.

Voting matters and shareholder proposals

• Four directors are up for election; the board recommends Robert G. Adams, Robert W. Chapin, Jr., James R. Jobe, and Candice W. Todd.

• Proposal to declassify the board, moving from staggered three-year terms to annual elections, is recommended for approval.

• Advisory vote on executive compensation (say-on-pay) and ratification of BDO USA, P.C. as independent auditor are on the agenda.

• Land & Buildings Investment Management (L&B) has nominated two dissident candidates; the board does not endorse them and urges shareholders to vote for the company’s nominees using the WHITE proxy card.

Board of directors and corporate governance

• The board expanded from four to eight members since 2020, with female representation rising to 37.5% and average tenure dropping to seven years.

• Recent appointments include Candice W. Todd and Robert W. Chapin, Jr. as independent directors.

• A Special Committee of Non-Interested Directors was created to oversee master lease negotiations with National HealthCare Corporation (NHC).

• The board restructured its committees in 2025, with new chairs for the Audit, Nominating and Corporate Governance, and Compensation Committees.

• Amendments to corporate governance guidelines include strengthened director qualification standards, stock ownership requirements, and restrictions on board service and pledging company stock.