NATIONAL HEALTH INVESTORS INC
For the period ended May 27, 2026. Filed Apr 3, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 27, 2026 · Filed Apr 3, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ x ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
| [ ] | Preliminary Proxy Statement |
|---|---|
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [ x ] | Definitive Proxy Statement |
| [ ] | Definitive Additional Materials |
| [ ] | Soliciting Material Pursuant to §240.14a-12 |
| National Health Investors, Inc. | |
| (Name of Registrant as Specified in its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | |
| Payment of Filing Fee (Check the appropriate box): | |
| [ x ] | No fee required. |
| [ ] | Fee paid previously with preliminary materials. |
| [ ] | Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Letter from our President and CEO
Dear Fellow Stockholders –
On behalf of our Board of Directors and everyone at NHI, I want to thank you for your continued investment and confidence in the Company. In 2025, net income attributable to common stockholders per diluted share declined 3.5% compared to 2024 which included the impact of gains on property sales and a gain related to derivative accounting. At the same time, our underlying operating performance strengthened. We increased Normalized FFO (“NFFO”) per share and Funds Available for Distribution (“FAD”) by 10.6% and 13.7%, respectively, compared to 2.5% and 8.7%, respectively, in the prior year period. This growth is reflected in NHI’s Total Shareholder Return (“TSR”) which increased by 15.7% in 2025. Over the 3-year and 5-year periods, TSR has increased by 72.9% and 47.7%, respectively.
The 2025 NFFO per share and FAD performance exceeded the midpoints of our initial annual guidance by approximately 6% and 5%, respectively, as we strive to under promise and over deliver. Performance was solid across the portfolio. The Senior Housing Operating Portfolio (“SHOP”) NOI increased by approximately 57% compared to 2024 with 7.6% same-store growth and $6.0 million from transitions and acquisitions. Our cash rental revenue increased by approximately 10% year over year with contributions both internally and externally. We announced investments of $392 million in 2025, which was well above our initial guidance of $225 million, and was our most active year since 2016. This included investments of $218 million in the fourth quarter alone, setting the Company up for strong acquisition growth in 2026. In fact, we have already closed on one deal this year for $105.5 million, our largest SHOP acquisition to-date, and have an active pipeline.
The senior housing industry is at an inflection point as demand is far out pacing supply, positioning NHI for strong growth for the foreseeable future. NHI’s financial strength is very conducive to supporting this growth and bolstered by our fortress balance sheet. Our leverage improved throughout the year as our net debt to adjusted EBITDA decreased from 4.1x in 2024 to 3.8x in 2025. Our demonstrated ability to access attractive debt and equity capital creates a real competitive advantage for NHI in maintaining and growing the pipeline as market participants can be confident in our ability to finance deals quickly and with limited closing risk.
The Board remains committed to acting on the feedback we receive from our stockholders. Over the past several years, we have implemented meaningful governance enhancements that reflect our dedication to strong oversight, effective leadership, and long-term value creation. These improvements demonstrate both our responsiveness to our stockholders and our continued focus on aligning our governance structure with prevailing best practices.
Since first expanding in 2020, the Board has grown from four directors to nine with female representation increasing from 0% to 44.4% and average director tenure decreasing from twenty-one years to seven years. As part of this year’s refreshment process, the Board is nominating seven directors for election at the annual meeting. These changes reflect deliberate efforts to broaden our expertise, diversify perspectives, and ensure thoughtful Board refreshment. In 2025 through this year, we continued our progress by making several significant improvements that include:
Declassifying the Board following stockholder approval at last year’s annual meeting, an important step towards enhanced accountability and continued Board refreshment;
Updating all Board committee charters, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics to reflect current governance best practices and further strengthen the Board’s oversight framework; and
Appointing Lilly H. Donohue to the Board as an additional independent director, ensuring we maintain the skillsets necessary to support the Company’s strategic direction.
We would like to thank Robert G. Adams and Charlotte A. Swafford, two of our directors who are not standing for election at this year’s annual meeting, for their invaluable leadership and service to the Company.
Looking ahead, we remain focused on continuous improvement and adherence to high standards of governance, transparency, and accountability.
We are pleased to present the 2026 proxy statement and invite you to join our Annual Meeting of Stockholders on May 27, 2026. We appreciate your support and investment in NHI, and we look forward to updating you regularly on our progress.
Best,
Eric Mendelsohn
President and Chief Executive Officer
222 Robert Rose Drive
Murfreesboro, TN 37129
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
We cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of National Health Investors, Inc. (“NHI” or the “Company”). The Annual Meeting will be held both virtually at www.virtualshareholdermeeting.com/NHI2026 and in person at The View at Fountains, 1500 Medical Center Parkway, Suite 4D, Murfreesboro, Tennessee 37129 on Wednesday, May 27, 2026, at 1:00 p.m. CDT, for the following purposes:
(1) To elect seven directors to serve until the 2027 annual meeting of stockholders;
(2) To approve, on a non-binding, advisory basis, the compensation paid to our named executive officers;
(3) To ratify the selection of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and
(4) To transact such other business as may properly come before the Annual Meeting or any continuance or postponement of it.
Stockholders of record as of the close of business on March 27, 2026 are entitled to vote at the Annual Meeting and any postponement or continuance thereof. Please see page 52 for additional information on how to attend, participate in and vote at the Annual Meeting. You do not need to attend the Annual Meeting in order to vote your shares.
Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to attend the Annual Meeting. You can vote by Internet, by telephone, or by using the enclosed proxy card. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, trustee or nominee to see which voting methods are available to you.
We appreciate your continued confidence in our Company and look forward to you joining us on May 27, 2026.
By order of the Board of Directors,
/s/ Beth J. Blankenship
Corporate Secretary
Murfreesboro, Tennessee
April 3, 2026
REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
VIA THE INTERNET IN ADVANCE Visit www.proxyvote.com
AT THE MEETINGAttend the Annual Meeting virtually or in person. See page 52 for additional details on how to attend.
BY TELEPHONECall the number on your proxy card or voting instruction form
BY MAILSign, date, and return the enclosed proxy card or voting instruction form.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 27, 2026: This Notice of Annual Meeting of Stockholders, the proxy statement, and the 2025 Annual Report to Stockholders are available at www.nhireit.com.
Table of Contents
| Page | |
|---|---|
| Proxy Summary | 1 |
| Meeting Details | 1 |
| Voting Matters and Board Recommendations | 1 |
| 2025 Business Highlights | 3 |
| Corporate Governance Highlights | 5 |
| Corporate Sustainability | 5 |
| Proposal 1 Election of Directors | 7 |
| Nominee Qualifications | 7 |
| Director Nominee Biographies | 9 |
| Vote Required and Board Recommendation | 15 |
| Corporate Governance | 16 |
| Board Leadership Structure | 16 |
| Board Oversight of Risk | 16 |
| Board Evaluations | 17 |
| Board Nomination Procedures | 17 |
| Board Refreshment and Succession Plan | 18 |
| Director Independence | 18 |
| Committees of the Board | 18 |
| Stockholder Engagement | 20 |
| Corporate Governance Policies | 20 |
| Director Compensation | 21 |
| Executive Officers | 23 |
| Equity Ownership Requirements | 25 |
| Compensation Discussion and Analysis | 26 |
| Compensation Objectives and Philosophy | 26 |
| Say-on-Pay-Results | 27 |
| Compensation Program Enhancements | 27 |
| Our Compensation Process | 27 |
| 2025 Compensation Program | 29 |
| 2026 Compensation Program | 31 |
| Other Benefits | 33 |
| Clawback Policy | 34 |
| Policies and Practices Related to the Timing of Grants of Certain Equity Awards | 34 |
| Tax and Accounting Considerations | 34 |
| Compensation Committee Report | 34 |
| 2025 Compensation Tables | 35 |
| 2025 Summary Compensation Table | 35 |
| Grants of Plan-Based Awards in 2025 | 36 |
|---|---|
| 2025 Option Exercises and Stock Vested at Fiscal Year-End | 36 |
| 2025 Outstanding Equity Awards at Fiscal Year-End | 37 |
| Potential Payments upon Termination or Change-in-Control | 37 |
| Pay Ratio Disclosure | 40 |
| Pay Versus Performance Disclosure | 40 |
| Equity Compensation Plan Information | 44 |
| Compensation Committee Interlocks and Insider Participation | 45 |
| Certain Relationships and Related Party Transactions | 45 |
| Policy Regarding Related Party Transactions | 45 |
| National HealthCare Corporation | 45 |
| Pinnacle Financial Partners | 46 |
| Beneficial Ownership | 46 |
| Proposal 2 Advisory Vote on Compensation of our Named Executive Officers | 48 |
| Vote Required and Board Recommendation | 48 |
| Proposal 3 ratification of Selection of Independent Registered Public Accounting Firm | 49 |
| Vote Required and Board Recommendation | 49 |
| Independent Registered Public Accounting Firm Fees and Service | 50 |
| Audit Committee Pre-Approval Policies | 51 |
| Audit Committee Report | 51 |
| Voting and Meeting Information | 52 |
| Stockholder Communications | 55 |
| Additional Information | 56 |
| How We Count the Votes | 56 |
| Householding | 57 |
| Appendix A - Reconciliation of Non-GAAP Financial Measures | 58 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.