National Health Investors (NHI) Proxy Filing summary

Executive summary

• Strategic repositioning during the pandemic led to a 30.6% one-year TSR and long-term outperformance versus healthcare REIT peers and the broader REIT sector.

• Portfolio optimization included $400M+ in asset dispositions, creation of a SHOP platform, and a return to growth in 2024 with strong liquidity and leverage within target range.

• Sell-side analysts and investors are supportive, with price targets at the high end of historical ranges and strong demand for recent equity offerings.

• Senior housing sector fundamentals are favorable, with limited new supply and accelerating demand from the aging population.

Voting matters and shareholder proposals

• Proposal to declassify the Board is included for consideration at the 2025 Annual Stockholder Meeting.

• Board recommends voting for its nominees and declassification to enhance governance.

Board of directors and corporate governance

• Five independent directors added in the last five years, with two in the past six months; two longest-tenured members retired recently.

• Board diversity increased to 37.5%, and average tenure declined to seven years.

• Special Committee of Non-Interested Directors established to oversee NHC lease renegotiations, advised by an independent consultant.

• Board refreshment process included a national search and third-party engagement for new directors with real estate and capital markets expertise.

• Board compensation is below peer averages and includes annual option grants vesting over three years.