National Health Investors (NHI) Proxy Filing summary

Executive summary

• Achieved a return to growth in 2024, with increases in Nareit FFO, Normalized FFO, and Funds Available for Distribution, surpassing initial expectations.

• Total Shareholder Return (TSR) for 2024 was 30.6%, outperforming the Nareit Healthcare REIT Index and continuing multi-year outperformance.

• Portfolio optimization led to $11 million in deferral repayments and a 32% increase in Senior Housing Operating Portfolio NOI.

• Over $235 million invested at an average yield of 8.6%, with leverage improved to a net debt-to-adjusted EBITDA of 4.1x.

• Raised $262 million in equity, with $119 million remaining available; closed a $67.5 million acquisition in January and have $106 million under LOI.

Voting matters and shareholder proposals

• Proposal 1: Election of four directors for one-year terms if Proposal 2 passes, or two/three-year terms if not.

• Proposal 2: Amendment to declassify the Board, moving to annual director elections by 2027.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Ratification of BDO USA, P.C. as independent auditor for 2025.

• Proposal 5: Stockholder proposal from Land & Buildings (L&B) to declassify the Board, which the Board recommends voting against in favor of Proposal 2.

• L&B is nominating two dissident directors; the Board recommends voting for its own four nominees.

Board of directors and corporate governance

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

• Recent retirements of two founding members; five new independent directors added in five years.

• Special Committee of Non-Interested Directors established to oversee NHC lease negotiations.

• Board leadership separated between Chair (McCabe) and CEO (Mendelsohn); six of eight directors are independent.

• Enhanced governance guidelines, including strengthened director qualification standards and stock ownership requirements.