DEF 14A of National Health Investors Inc
Filed Apr 3, 2026 · FY20250000877860-26-000098
Table of Contents
| 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 |
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Company’s Articles of Incorporation and Amended and Restated Bylaws (as amended and/or restated to date, the “Bylaws”) provide that the number of directors to be elected by the stockholders shall be at least three and not more than nine, as established by the Board from time to time. NHI is currently managed by a nine-person Board. Seven of the directors are standing for re-election at the Annual Meeting. During the 2025 annual meeting of stockholders, NHI stockholders approved an amendment to the Company’s Articles of Incorporation to declassify the Board. Robert A. McCabe, Jr. and Tracy M. J. Colden were elected at the 2023 annual meeting of stockholders for a three-year term expiring at the Annual Meeting. Each of Robert W. Chapin, Jr., James R. Jobe and Candice W. Todd were elected at the 2025 annual meeting of stockholders for a one-year term expiring at the Annual Meeting. Additionally, on February 17, 2026, D. Eric Mendelsohn, the President and Chief Executive Officer (“CEO”) and a director of the Company, provided notice of his resignation as a director in order to align his term with the Company’s newly declassified Board structure. Mr. Mendelsohn was immediately reappointed to the Board with a term expiring at the Annual Meeting. On February 17, 2026, the Board increased the size of the Board to nine directors and appointed Lilly H. Donohue to the Board. The Company previously announced that Robert G. Adams determined not to stand for re-election at the Annual Meeting and Charlotte Swafford will retire from the Board effective immediately prior to the Annual Meeting. On February 16, 2026, the Nominating and Corporate Governance Committee of the Board recommended, and, on February 17, 2026, the Board nominated, Robert W. Chapin, Jr., Tracy M. J. Colden, Lilly H. Donohue, James R. Jobe, Robert A. McCabe, D. Eric Mendelsohn and Candice W. Todd for re-election to the Board. The Board reduced the size of the Board from nine to seven members effective at the Annual Meeting. Our Bylaws require that directors be elected by a majority of the votes cast with respect to their election at the Annual Meeting. Each director nominee has indicated that he or she will serve if elected. If your proxy does not specifically instruct the proxy holder to vote against the election of a director nominee, your proxy holder intends to vote for the election of the director nominees We do not anticipate that any director nominee will be unable or unwilling to stand for re-election, but if that happens, your proxy may be voted for another person nominated by the Board or the Board may reduce the number of directors to be elected. If elected at the Annual Meeting, the director nominees will hold office until the 2027 annual meeting of stockholders and until their successors have been elected and qualified.
Nominee Qualifications
Nominee Qualifications The Board believes that each of the director nominees is qualified to serve as a director of NHI and possesses the qualities and skills described herein.
Nominee Qualifications
| Director Nominee Name | Age | Director Since | Position | Expiration of term | | Robert A. McCabe, Jr. | 75 | 2001 | Chair of the Board | 2026 | | Robert W. Chapin, Jr. | 64 | 2025 | Director | 2026 | | Tracy M. J. Colden | 64 | 2022 | Director | 2026 | | Lilly H. Donohue | 54 | 2026 | Director | 2026 | | James R. Jobe | 64 | 2013 | Director | 2026 | | Candice W. Todd | 61 | 2025 | Director | 2026 | | D. Eric Mendelsohn | 64 | 2021 | Director, President & Chief Executive Officer | 2026 |
Nominee Qualifications
The following matrix provides information regarding the members of our Board, including demographic information for, and certain qualifications and experience possessed by, the members of our Board, which our Board believes are relevant to our business and industry and provide a range of viewpoints that are invaluable for our Board’s discussions and decision-making processes. In addition, each of our current directors, other than Mr. Mendelsohn, is considered independent by our Board based on the independence standards of the NYSE. The matrix does not encompass all of the qualifications, experiences or attributes of the members of our Board, and the fact that a particular qualification, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular qualification, experience or attribute with respect to any of the members of our Board does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of qualification and experience listed below may vary among the members of the Board.
Nominee Qualifications
| Skills and Experience | Chapin | Colden | Donohue | Jobe | McCabe | Mendelsohn | Todd | | Public Company Board Experience | X | X | X | X | X | X | X | | C-Suite Leadership | X | X | X | | X | X | X | | Financial Literacy/Accounting | X | X | X | X | X | X | X | | Healthcare | X | | X | X | | X | | | Risk Management/Strategic Planning | X | X | X | X | X | X | X | | Corporate Governance/Legal | X | X | X | X | X | X | X | | Background | | | | | | | | | Gender | Male | Female | Female | Male | Male | Male | Female | | Race/Ethnicity | White | African American | Asian | White | White | White | White | | Age | 64 | 64 | 54 | 64 | 75 | 64 | 61 | | Tenure (years) | 1 | 4 | <1 | 12 | 25 | 5 | 1 |
Director Nominee Biographies
Director Nominee Biographies
Director Nominee Biographies
| | Robert W. Chapin, Jr. | | | Age: 64 | | | Director since 2025 | | | Committees: | | | None | | Background Mr. Chapin joined NHI as a director in March 2025. He has served in various executive and leadership positions for private equity and real estate investment platforms over the past three decades. Mr. Chapin has served as the executive chairman of Channel Marker Advisors, LLC since 2024. From 2013 until December 2023, he served as founder, chief executive officer and co-chief investment officer of Bridge Seniors Housing Fund Manager LLC, a fund manager for private equity real estate funds focused on investments in senior housing and medical properties. Earlier in his career, Mr. Chapin served as chief executive officer of Servant Capital Group and Servant Healthcare Group, a sub-advisor to a non-traded public REIT investing and managing senior housing assets nationally. From 1998 until 2006, Mr. Chapin was a founding member of CNL Retirement Properties, a non-traded public REIT. Currently, Mr. Chapin is a voting member of the investment committee for all Bridge Investment Group senior housing funds. Mr. Chapin also serves on the board of several other private and non-profit companies affiliated with the healthcare and senior housing industry including KARE, Nona Scientific, Vayyar Care and Jobs Partnership. Mr. Chapin also serves on the Executive Board of the American Seniors Housing Association and a PAC member. From 2021 until 2025, he served on the board of trustees of Apollo Diversified Real Estate Funds, a management investment company that is operated as an interval fund and is comprised of a diversified portfolio of private real estate funds and publicly traded real estate securities. Mr. Chapin also previously also served on the board of directors of National Investment Center for Seniors Housing, the board of trustees of Griffin International Access Credit Fund and the board of trustees of Griffin International Access Real Estate Fund. He received his Bachelor of Business Administration from Appalachian State University and MBA-One year course completion Finance at Crummer Graduate School of Business, Rollins College. Qualifications The Board concluded that Mr. Chapin is qualified to serve as a director of the Company based on his extensive healthcare and senior housing experience, previous leadership experience and his independence from the Company. | |
Director Nominee Biographies
| | Tracy M. J. Colden | | | Age: 64 | | | Director since 2022 | | | Committees: | | | Nominating and Corporate Governance Committee (Chair) Compensation Committee | | Background Ms. Colden joined NHI as a director in June 2022. Ms. Colden most recently served as general counsel, executive vice president and corporate secretary of Playa Hotels & Resorts N. V., a former publicly traded company (NASDAQ: PLYA). Ms. Colden has more than 30 years of experience in the hospitality and lodging industry. Ms. Colden previously served as general counsel, executive vice president and corporate secretary of Highland Hospitality Corporation and Crestline Capital Corporation. Prior to joining Crestline Capital, Ms. Colden was an assistant general counsel for Host Marriott Corporation (now Host Hotels & Resorts, Inc.) and was previously in the private practice of law. Ms. Colden received her Bachelor of Business Administration from the University of Michigan and a Juris Doctor degree from the University of Virginia School of Law. Ms. Colden is a certified public accountant (inactive) and is a member of the District of Columbia, Florida and Michigan (emeritus status) bar associations. Qualifications The Board concluded that Ms. Colden is qualified to serve as a director of the Company based on her public company experience, legal background, real estate background, corporate governance experience and independence from the Company. | |
Director Nominee Biographies
| | Lilly H. Donohue | | | Age: 54 | | | Director since 2026 | | | Committees: | | | None | | Background Ms. Donohue joined NHI as a director in February 2026. Ms. Donohue is currently President and CEO of Everstory Partners (formerly StoneMor Inc.). Prior to joining Everstory Partners in November 2022, Ms. Donohue served as the CEO of Holiday Retirement, formerly the largest independent senior living owner and operator in the United States. Prior to Holiday Retirement, Ms. Donohue was responsible for setting up Fortress Investment Group’s China investment office and was the President of Fortress Investment Group China. During her time in China, Ms. Donohue also built the leading senior living company and home care business (Starcastle (Xingbao) Senior Living) in Shanghai, China for Fortress Investment Group and was the CEO of Starcastle from its inception in 2013. Before moving to China in 2011, Ms. Donohue was a managing director and member of the management committee at Fortress Investment Group since its inception in May 1998. Prior to Fortress Investment Group, Ms. Donohue worked at BlackRock Financial Management Inc. from May 1992 to May 1997 where she was involved in all facets of raising capital, investing and managing BlackRock Asset Investors, a private equity fund. Ms. Donohue serves on the board of directors of Sonida Senor Living (NYSE:SNDA) and serves on its audit committee. Ms. Donohue received a Bachelor of Science in Business Administration from Boston University. Qualifications The Board concluded that Ms. Donohue is qualified to serve as a director of the Company based on her extensive healthcare and senior housing experience, previous leadership and public company board experience and her independence from the Company. | |
Director Nominee Biographies
| | James R. Jobe | | | Age: 64 | | | Director since 2013 | | | Committees: | | | Audit Committee | | | Compensation Committee (Chair) | | Background Mr. Jobe joined NHI as a director in April 2013. Mr. Jobe is a partner in the accounting firm of Jobe, Hastings & Associates, CPA’s, established in 1984 in Murfreesboro, Tennessee. In that capacity, he has provided accounting and consulting services in the healthcare and long-term care industries for over 35 years. Mr. Jobe previously served as an independent director of NHR until its merger with NHC in 2007. He received his Bachelor of Business Administration in Accounting from Middle Tennessee State University in 1984 and became a certified public accountant in 1986. Qualifications The Board concluded that Mr. Jobe is qualified to serve as a director of the Company based on his public company director experience, his accounting experience within the long-term care industry, and his independence from the Company. | |
Director Nominee Biographies
| | Robert A. McCabe | | | Age: 75 | | | Chair of the Board | | | Director since 2001 | | | Committees: | | | Audit Committee | | | Nominating and Corporate Governance Committee | | | Compensation Committee | | Background Mr. McCabe joined NHI as a director in 2001 and was appointed Chair of the Board in January 2025. Mr. McCabe has served as the Chief Banking Officer and vice chairman of the board of directors of Pinnacle Financial Partners, Inc. (“Pinnacle”) (NASDAQ:PNFP) since January 2026. He previously served as chairman of the board of directors of Pinnacle since August 2000. He began his banking career with the former Park National Bank of Knoxville, Tennessee (“PNB”) and held numerous executive positions with PNB and its successor, First American National Bank. In 1994, Mr. McCabe was appointed vice chair of First American Corporation. In March 1999, he was appointed by First American to manage all banking and non-banking operations, a position he held until First American’s merger with AmSouth Bancorporation in October 1999. Mr. McCabe previously served as chair of the board of the Nashville Chamber of Commerce and board chair of Nashville Electric Service, a municipal electric distribution company. Mr. McCabe was a director of Diversicare Healthcare Services, Inc. from 2015 until it was sold in November 2021. He was also a director of Goldleaf Financial Solutions, Inc. from 2004 until its sale in 2009 and a director of SSC Services of Knoxville, Tennessee until 2010. Mr. McCabe has been active in various civic organizations within his community, including Leadership Knoxville and Leadership Nashville. He is a member of the World Presidents’ Organization and the Chief Executives Organization, and served as the past chair of the board of trustees of The Ensworth School and Cheekwood Botanical Gardens and Museum of Art. He is also the past chair of the board of the Middle Tennessee Boy Scout Council, the Nashville Symphony and the Nashville Downtown Partnership. Mr. McCabe received his Master of Business Administration degree from the University of Tennessee and completed the Advanced Management Program of Harvard Business School. Qualifications The Board concluded Mr. McCabe is qualified to serve as a director of the Company because of his extensive leadership experience, his understanding of finance, accounting and the banking industry, and his independence from the Company. | |
Director Nominee Biographies
| | D. Eric Mendelsohn | | | Age: 64 | | | Director since 2021 | | | Committees: | | | None | | Background Mr. Mendelsohn joined NHI in January 2015 as Executive Vice President of Corporate Finance. He was named interim CEO in August 2015 and CEO and President in October 2015. Mr. Mendelsohn became a director in February 2021. He has over 25 years of healthcare real estate and financing experience. Previously, Mr. Mendelsohn was with Emeritus Senior Living (“Emeritus”) for nine years, most recently as a senior vice president of corporate development where he was responsible for the financing and acquisition of assisted living properties, home health care companies, administration of joint venture relationships and executing corporate finance strategies. Prior to Emeritus, Mr. Mendelsohn was with the University of Washington as a transaction officer where he worked on the development, acquisition and financing of research, clinic and medical properties. Prior to that, Mr. Mendelsohn was a practicing transactional attorney, representing lenders and landlords. Mr. Mendelsohn has a Bachelor of Science degree from American University in International Relations, a Juris Doctor degree from Pepperdine University, and a Masters of Laws (LLM) in Banking and Finance from Boston University. Mr. Mendelsohn is a member of the Florida and Washington State bar associations. Qualifications Mr. Mendelsohn is the only management member of the Board and as such the Board concluded that his perspective is important in developing the strategic and operational direction of the Company and that Mr. Mendelsohn is qualified to serve as a director of the Company based on his role as CEO and his executive experience in the senior care industry. | |
Director Nominee Biographies
| | Candice W. Todd | | | Age: 61 | | | Director since 2025 | | | Committees: | | | Audit Committee (Chair) Nominating and Corporate Governance Committee | | Background Ms. Todd joined NHI as a director in January 2025. Ms. Todd served as Managing Director/Global Chief Financial Officer of Morgan Stanley Real Estate Investing from 2019 until her retirement in February 2023. Ms. Todd first joined a predecessor of Morgan Stanley in 1994 and served in a variety of real estate investment, finance and accounting roles, including Global Chief Financial Officer of Morgan Stanley’s open-end funds (Prime Property Fund U.S., Prime Property Fund Europe, and Prime Property Fund Asia). Ms. Todd is currently a member of the Board of Directors at Highwoods Properties, Inc. (NYSE:HIW), a fully-integrated office real estate investment trust, where she serves as a financial expert and on the audit committee. Ms. Todd also serves as a member of the Board of Directors QuadReal Property Group. She earned a Master of Accountancy and a Bachelor of Science in Human Resources from the University of Alabama. Qualifications The Board concluded that Ms. Todd is qualified to serve as a director of the Company based on her public company experience, extensive accounting and financial background and independence from the Company. | |
Director Nominee Biographies
Director nominees receiving an affirmative vote of a majority of the votes cast at the Annual Meeting will be elected. For purposes of the vote on this proposal, abstentions and broker non-votes will not affect the vote. The Board Recommends a Vote “FOR” the Election of Each Director Nominee.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION During 2025, the independent directors received compensation for their Board service including an annual retainer of $75,000. A $7,500 per meeting fee was paid for all meetings held through August 5, 2025. On August 5, 2025, the Board revised director compensation to eliminate the per meeting fee and to add $5,000 in cash compensation for members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Chair of the Board received an annual retainer of $70,000, each committee chair received an annual retainer of $20,000 and the Audit Committee Chair received an additional retainer of $5,000. In 2025, each director received a fully vested option to purchase 10,000 shares of Company stock based on the closing price of NHI’s shares on March 3, 2025, the fourth business day following the Company’s annual earnings release (except for Mr. Webb, who retired on February 7, 2025, and Mr. Chapin, who was appointed as a director on March 26, 2025 and was granted a fully vested option to purchase 10,000 shares of Company stock based on the closing price of NHI’s shares on May 8, 2025). Our option grants only have value if the Company’s stock price increases. We believe our director compensation package is reasonable. Additionally, the Company reimburses all directors for travel expenses incurred in connection with their duties as directors of the Company.
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards (1)($) | All Other Comp. ($) | Total ($) | | Robert G. Adams | 117,500 | 88,380 | — | 205,880 | | Robert W. Chapin, Jr. | 86,250 | 90,110 | — | 176,360 | | Tracy M.J. Colden | 137,500 | 88,380 | — | 225,880 | | James R. Jobe | 137,500 | 88,380 | — | 225,880 | | Robert A. McCabe, Jr. | 202,500 | 88,380 | — | 290,880 | | Charlotte Swafford | 122,500 | 88,380 | — | 210,880 | | Candice W. Todd | 152,500 | 88,380 | — | 240,880 | | Robert T. Webb(²) | 31,250 | 88,380 | — | 119,630 |
2025 Director Compensation
(1) This represents the grant date fair value on March 3, 2025 for the annual grant of options to purchase 10,000 shares of Company stock to each independent director then serving. For Mr. Chapin, this represents the grant date fair value on May 8, 2025 for the grant of options to purchase 10,000 shares of Company stock. The exercise price of the options is the closing price of our common stock on the NYSE on the day the options are granted. The options vest immediately upon grant. At year-end, the aggregate number of outstanding option awards held by each independent director was as follows: Mr. Adams, 35,000; Mr. Chapin, 10,000; Ms. Colden 10,000; Mr. Jobe, 10,000; Mr. McCabe, 35,000; and Ms. Todd, 10,000. (2) Mr. Webb retired from the Board effective February 7, 2025.
Compensation Objectives and Philosophy
Compensation Objectives and Philosophy Our executive compensation program is designed to align with a strong pay-for-performance philosophy and ties a substantial portion of executive compensation to the achievement of annual and long-term performance, as demonstrated by the following: •Our annual incentive program is 100% tied to pre-established performance metrics •Approximately 81% of our CEO’s compensation is variable and at-risk (78% for our other NEOs) •All equity awards are subject to a one-year post-vesting holding period to strengthen stockholder alignment •Established a new long-term incentive plan that ties equity compensation to the achievement of performance goals Additionally, our compensation philosophy reflects our belief that strong and consistent leadership is the key to long-term success in our industry. Accordingly, our compensation program is designed around the following three objectives:
Peer Group
Peer Group The Compensation Committee annually reviews the composition of our peer group (the “Peer Group”) to ensure that each company’s relevant attributes remain comparable to ours. In 2025, Ferguson Partners helped the Compensation Committee established a Peer Group to assess competitive pay levels that was constructed based on (i) size, (ii) asset/investment type, and (iii) competition for talent, as follows: •Other healthcare REITs should comprise the majority of the Peer Group, including healthcare REITs up to 2.5 times NHI’s implied equity market capitalization and total capitalization •Select similarly sized peers from the larger REIT universe which (i) have a net‐lease focus; (ii) are approximately 0.5 times to 2.0 times NHI’s implied equity market capitalization and total capitalization; and (iii) exclude operationally intensive REITs with more than 1,000 properties •Overall, the Peer Group is designed so that NHI approximates the median in terms of size, with NHI ranking at the approximate 58th in terms of implied equity market capitalization and 50th in terms of total capitalization The Compensation Committee reviewed the Peer Group that was established in early 2025 and determined to use the same Peer Group, consisting of nine healthcare REITs and six similarly sized net-lease REITs, in evaluating the 2025 program and informing the 2026 compensation decisions.
EXECUTIVE COMPENSATION PEER GROUP
EXECUTIVE COMPENSATION PEER GROUP
EXECUTIVE COMPENSATION PEER GROUP
| Company Name | Ticker | Implied Equity Market Cap ($M) | Total Cap ($M) | | American Healthcare REIT, Inc. | AHR | $8,478.7 | $10,217.0 | | CareTrust REIT, Inc. | CTRE | $8,074.5 | $8,991.4 | | Terreno Realty Corporation | TRNO | $6,070.3 | $7,093.2 | | Healthcare Realty Trust Incorporated | HR | $6,043.2 | $10,815.5 | | Sabra Health Care REIT, Inc. | SBRA | $4,722.7 | $7,321.5 | | EPR | EPR | $3,799.4 | $7,142.0 | | National Health Investors, Inc. | NHI | $3,638.2 | $4,764.8 | | Broadstone Net Lease, Inc | BNL | $3,431.1 | $5,781.4 | | LXP Industrial Trust | LXP | $2,933.1 | $4,546.4 | | LTC Properties, Inc. | LTC | $1,637.0 | $2,671.6 | | NETSTREIT Corp | NTST | $1,481.4 | $2,586.3 | | Sila Realty Trust, Inc. | SILA | $1,284.8 | $1,999.9 | | Easterly Government Properties, Inc. | DEA | $1,080.3 | $2,720.9 | | National Healthcare Properties, Inc. (1) | | $913.5 | $1,962.5 |
EXECUTIVE COMPENSATION PEER GROUP
| Chiron Real Estate Inc. (f/k/a Global Medical REIT Inc.) | XRN | $467.3 | $1,268.1 | | Community Healthcare Trust Incorporated | CHCT | $442.6 | $976.7 |
EXECUTIVE COMPENSATION PEER GROUP
(1)National Healthcare Properties is a public non-listed REIT with publicly filed financial and compensation data.
2025 Compensation Program
2025 Compensation Program The three primary components of our NEO compensation are: base salary, annual incentive awards, and long-term equity awards. For 2025, the Compensation Committee provided market-based increases to the magnitude of pay opportunities for our NEOs to provide more competitive pay levels (which for Messrs. Mendelsohn and Pascoe were meaningfully below the 25th percentile). In addition, the Compensation Committee also approved changes to the annual incentive plan to strengthen the alignment of executive compensation with Company performance and investor returns. The following is a discussion of the primary elements of the 2025 compensation for each of our NEOs.
Base Salary
Base Salary Base salaries are reviewed by the Compensation Committee on an annual basis. The Compensation Committee seeks to establish base salaries at levels that reflect the responsibilities and duties of our executives and are competitive relative to the market. In determining an individual executive’s actual base salary, the Compensation Committee considers other factors, which may include the executive’s past performance, relative importance, future potential, contributions to our past success, and compensation paid for similar positions within our Peer Group (including other comparable companies, as applicable). In 2025, as a result of the Peer Group analysis, conducted by Ferguson Partners, the Compensation Committee concluded that the salaries for Messrs. Mendelsohn, Spaid, and Pascoe were substantially less than the salaries of persons in similar positions within its Peer Group, including meaningfully below the 25th percentile for the CEO and CIO. Accordingly, market-based increase were provided for the NEOs to bring their salaries to a more competitive level. The following table summarizes base salary approved by the Compensation Committee for 2025:
Annual Incentive Awards
Annual Incentive Awards Annual incentive awards are designed to focus management attention on key operational goals for the current fiscal year and are paid in cash. The 2025 Incentive Plan for each of the NEOs was revised to enhance the transparency of the plan and be more consistent with typical market design including to: (i) reduce the number of metrics to three key measures that the Compensation Committee considers to be the most important measures of our short-term success, but contribute to increasing our long-term value, (ii) use defined hurdles with corresponding payouts for each metric, including an overall cap equal to 150% of each NEO’s target, and (iii) adjust the target amounts for select NEOs to be more competitive, including that of our CEO whose compensation was below the 25th percentile of the Peer Group. In order to align executive compensation with Company performance and investor returns, the 2025 Incentive Plan for each of the NEOs provided incentive compensation based on the following categories: •Normalized FAD per share (60% weighting). Normalized FAD per share is important measure of the Company’s overall operating performance. The Compensation Committee approved the following 2025 performance targets and award levels. In the event the result achieved was between target levels in the chart, the award paid is adjusted accordingly through straight-line interpolation.
Annual Incentive Awards
| Normalized FAD Per Share | Award (% of Target) | | <=$4.63 | 0% | | $4.68 | 33% |
Annual Incentive Awards
| $4.73 | 67% | | $4.81 | 100% | | $4.86 | 150% | | >$4.86 per $0.01 change | (1) |
Annual Incentive Awards
(1) For performance above $4.86 per share, per each $0.01 change, payout increases by $66,000 for Mr. Mendelsohn, $30,000 for Messrs. Pascoe and Spaid, $22,500 for Ms. Gaines and $16,500 for Mr. Travis. Actual 2025 Normalized FAD Results: $4.93 per diluted common share •Normalized FAD payout ratio (20% weighting). Normalized FAD payout ratio is an important measure of the Company’s ability to fund payment of dividends and distributions to our stockholders. For purposes of this calculation, the Compensation Committee approved the payout ratio as dividends of $3.60 for the year, which represents the annualized quarterly dividend rate in place as of January 1, 2025 divided by Normalized FAD as reported. The Compensation Committee approved the following 2025 performance targets and award levels. In the event the result achieved was between target levels in the chart, the award paid is adjusted accordingly through straight-line interpolation.
Annual Incentive Awards
| Normalized FAD Payout Ratio | Award (% of Target) | | >=90% | 0% | | 85% | 50% | | 80% | 100% | | <80% per each 1.0% change | (1) |
Annual Incentive Awards
(1) For performance below 80%, per each 1.0% change, payout increases by $22,000 for Mr. Mendelsohn, $10,000 for Messrs. Pascoe and Spaid, $7,500 for Ms. Gaines and $5,000 for Mr. Travis. Actual 2025 Normalized FAD Payout Ratio Results: 73.6% •Leverage Ratio (20% weighting). Leverage measures the quality of our balance sheet and is critical to ensure that we can access the capital markets at favorable rates and fund accretive investments consistent with our business plan. The Compensation Committee approved the following 2025 performance targets and award levels. In the event the result achieved was between target levels in the chart, the award paid is adjusted accordingly through straight-line interpolation.
Annual Incentive Awards
| Leverage Ratio | Award (% of Target) | | >5.0x | 0% | | 5.0x | 50% | | 4.5x | 100% | | <4.5x per 0.1x change | (1) |
Annual Incentive Awards
(1) For performance below 4.5x, per each 0.1x change, payout increases by $22,000 for Mr. Mendelsohn, $10,000 for Messrs. Pascoe and Spaid, $7,500 for Ms. Gaines and $5,000 for Mr. Travis. Actual 2025 Leverage Ratio Results: 3.8x The individual 2025 Incentive Plans contained target and maximum payout amounts as noted in the table below:
Annual Incentive Awards
| Named Executive Officer | Target Payout Amount | Maximum Payout Amount | | D. Eric Mendelsohn | $1,100,000 | $1,650,000 | | Kristin S. Gaines | $375,000 | $562,500 | | Kevin C. Pascoe | $500,000 | $750,000 | | John L. Spaid | $500,000 | $750,000 | | David L. Travis | $275,000 | $412,500 |
Annual Incentive Awards
In February 2026, the Compensation Committee reviewed performance compared to the three performance goals and approved the 2025 Incentive Plan as follows:
Annual Incentive Awards
| Named Executive Officer | Payout (% of Target) | Actual Payout | | D. Eric Mendelsohn | 150% | $1,650,000 | | Kristin S. Gaines | 150% | $562,500 | | Kevin C. Pascoe | 150% | $750,000 | | John L. Spaid | 150% | $750,000 | | David L. Travis | 150% | $412,500 |
Long-Term Equity Awards
Long-Term Equity Awards Long-term equity awards are granted to align the executives’ financial interests with those of our stockholders. We believe that long-term compensation should motivate and reward the creation and preservation of long-term stockholder value through both price increases and dividends. Long-term equity awards typically vest over two to five years and are subject to forfeiture if the executive leaves the Company prior to vesting. Long-term equity awards are made under our Amended and Restated 2019 Stock Incentive Plan, as amended (the “2019 Plan”).
Stock Option Awards
Stock Option Awards The Company has historically relied solely on stock options for equity awards to all employees, including the NEOs. Such grants provide our executive officers the opportunity to purchase shares of NHI common stock at some future date at the fair market value of the stock on the date of the stock option grant. Stock option grants are designed to provide long-term (up to ten years) incentives linked directly to the price of our common stock and only add value to the recipient only when stockholders benefit from stock price appreciation. Stock option awards vest one-third on the date of grant and one-third on each of the first and second annual anniversaries of the date of grant. As discussed further under “2026 Compensation Program,” beginning in 2026, the Compensation Committee determined to no longer include stock options as part of executive officer compensation.
Restricted Stock Awards
Restricted Stock Awards Beginning in 2023, the Company began making grants of restricted stock to the NEOs. The restricted stock vests over five years, with 20% vesting on each of the first five annual anniversaries of the date of grant. Restricted stock grants encourage recipients to maintain equity ownership in the Company, which helps align their interest with those of our stockholders. The restricted stock grants also encourage recipients to remain with the Company until the restriction periods lapse. Awards of restricted stock are also subject to a one-year post vesting holding period.
2026 Compensation Program
2026 Compensation Program In recommending the compensation program for 2026, Ferguson Partners prepared an executive compensation analysis that reviewed market data including: (i) base salary; (ii) annual cash bonus; (iii) long‐term incentives; (iv) total annual compensation; and (v) mix between compensation elements. As part of the continued efforts to enhance the competitiveness of our compensation program and further align total target compensation with market levels, the Compensation Committee in collaboration with Ferguson Partners evaluated the overall compensation program and the competitiveness of each component and the program as a whole. Following this comprehensive review, our CEO’s total target compensation was determined to be below the 25th percentile of the peer group. Accordingly, the Compensation Committee increased his compensation opportunity to better position his total target compensation closer to the market median, with the majority of the increase delivered through long-term incentive awards, including performance-vesting equity awards for 2026. The Compensation Committee also approved adjustments for the other NEOs to ensure their total compensation opportunities remained competitive and aligned with the market.
Annual Incentive Awards
Annual Incentive Awards The Compensation Committee reviewed annual incentive awards for 2026 and considered, among other things, a market analysis performed by Ferguson Partners. The 2026 Incentive Plan will continue to be based on the three key financial performance metrics used in 2025, using defined hurdles with corresponding payouts for each metric. For 2026, the Compensation Committee increased the overall cap on the payout amount under the 2026 Incentive Plan to 175% of each NEO’s target. The Compensation Committee has the discretion to adjust the total payout amount by up to 30% subject to the cap.
Annual Incentive Awards
| Metric | Weighting | | Normalized FAD Per Share | 60% | | Normalized FAD Payout Ratio | 20% | | Leverage Ratio | 20% |
Annual Incentive Awards
The following reflects target and maximum payout amounts under the 2026 Incentive Plan:
Annual Incentive Awards
| Named Executive Officer | Target Payout Amount | Maximum Payout Amount | | D. Eric Mendelsohn | $1,150,000 | $2,012,500 | | Kevin C. Pascoe | $500,000 | $875,000 | | John L. Spaid | $500,000 | $875,000 | | David L. Travis | $350,000 | $612,500 |
2026 Long-Term Incentive
2026 Long-Term Incentive As part of the Company’s ongoing efforts to adopt a more market-aligned compensation program, the Compensation Committee worked with Ferguson Partners to enhance the structure of the Company’s long-term equity awards to further strengthen pay-for-performance alignment. In consideration of Ferguson Partners’ advice and market practice, the Compensation Committee determined to no longer grant stock option awards in favor of equity awards intended to better align executive incentives with long-term stockholder value creation, including dividend income. To support this approach, the Compensation Committee also established a new 2026 Long-Term Incentive Plan (“2026 LTIP”). Under this framework, each NEO will be granted an annual long‑term incentive award based on a predetermined target value. This target value will be allocated equally between time‑based restricted stock and performance‑based restricted stock units (“PSUs”), as further described below:
2026 Long-Term Incentive
| Vehicle | Weighting | Key Features | | Time-Based Restricted Stock | 50% | •Vest ratably over three years, which is consistent with prevailing market practice •Subject to a one-year post vest holding period to strengthen alignment with shareholders | | Performance-Based Restricted Stock Units | 50% | •May be earned between 0% and 200% of target •Earned solely based on relative TSR performance versus our healthcare REIT peers (FTSE Nareit Equity Health Care Index) and broader REIT market (MSCI US REIT Index) •Targets above median performance to achieve a target payout •Earned units are subject to an additional one-year post-vest holding period |
2026 Long-Term Incentive
The approved performance targets and award levels are as follows:
2026 Long-Term Incentive
| 50% TSR vs. MSCI US REIT Index | Award (% of Target) | 50% TSR vs. FTSE Nareit Equity Health Care Index | Award (% of Target) | | <30% | 0% | <30% | 0% | | 30% | 50% | 30% | 50% | | 55% | 100% | 55% | 100% | | 80% | 200% | 80% | 200% |
2026 Long-Term Incentive
In the event the result achieved is between target levels in the chart, the award is adjusted accordingly through straight-line interpolation. If the Company achieves a relative TSR of at least 55% for the performance period but its absolute TSR is negative for the performance period, the payout of the award will be reduced by 25% (but in no event will it be reduced below target). Any earned PSUs are subject to a one-year holding period after the end of the performance period. In February 2026, the Compensation Committee, in consultation with Ferguson Partners and Mr. Mendelsohn, with respect to the executives that report to him, approved restricted stock awards and PSUs with the target values set forth below, with the number of units determined by dividing the target value by the closing share price on the date of grant, March 3 2026:
2026 Long-Term Incentive
| Named Executive Officer | 2026 Restricted Stock Award | 2026 Target PSU Award | 2026 LTIP Total Target Payout Amount | | D. Eric Mendelsohn | $1,250,000 | $1,250,000 | $2,500,000 | | John L. Spaid | $440,000 | $440,000 | $880,000 | | Kevin C. Pascoe | $410,000 | $410,000 | $820,000 | | David L. Travis | $300,000 | $300,000 | $600,000 |
2026 Long-Term Incentive
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Policies and Practices Related to the Timing of Grants of Certain Equity Awards
Policies and Practices Related to the Timing of Grants of Certain Equity Awards It is the Compensation Committee’s practice to approve ordinary course annual equity grants at its regularly scheduled meeting held in February of each year. At this meeting, the Compensation Committee approves the portion of each NEO’s annual equity award that will be granted as stock options. Following approval by the Compensation Committee, all annual equity grants for the fiscal year are made on the third business day following the Company’s annual earnings release. The Compensation Committee does not take MNPI into account when determining the timing and terms of equity awards. The Company has not timed the disclosure of MNPI for the purpose of affecting the value of executive compensation.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth the compensation earned by the NEOs for their services in all capacities to the Company for the 2025, 2024 and 2023 fiscal years.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Comp. ($)(3) | All Other Comp. ($)(4) | Total ($) | | D. Eric Mendelsohn CEO and President | 2025 | 700,000 | — | 586,720 | 705,575 | 1,650,000 | 10,500 | 3,652,795 | | | 2024 | 525,000 | — | 173,280 | 315,220 | 1,222,746 | 10,350 | 2,246,596 | | | 2023 | 500,000 | — | 246,500 | 453,123 | 875,044 | 9,900 | 2,084,567 | | Kristin S. Gaines Chief Transaction Officer | 2025 | 225,000 | — | 293,360 | 235,192 | 562,500 | 10,500 | 1,326,552 | | | 2024 | 216,300 | — | 173,280 | 197,013 | 375,000 | 10,350 | 971,943 | | | 2023 | 206,000 | 83,667 | 197,200 | 283,204 | 271,333 | 9,900 | 1,051,304 | | Kevin C. Pascoe Chief Investment Officer | 2025 | 400,000 | — | 403,370 | 423,345 | 750,000 | 10,500 | 1,987,215 | | | 2024 | 249,532 | — | 173,280 | 200,953 | 500,000 | 10,350 | 1,134,115 | | | 2023 | 242,265 | — | 197,200 | 288,865 | 450,000 | 9,900 | 1,188,230 | | John L. Spaid Chief Financial Officer | 2025 | 520,000 | — | 476,710 | 423,345 | 750,000 | 10,500 | 2,180,555 | | | 2024 | 420,000 | — | 173,280 | 200,953 | 450,000 | 10,350 | 1,254,583 | | | 2023 | 400,000 | 54,272 | 197,200 | 288,865 | 345,728 | 9,900 | 1,295,965 | | David L. Travis Chief Accounting Officer | 2025 | 330,000 | — | 403,370 | 282,230 | 412,500 | 10,500 | 1,438,600 | | | 2024 | 315,000 | — | 173,280 | 197,013 | 275,000 | 10,350 | 970,643 | | | 2023 | 300,000 | 23,829 | 197,200 | 283,203 | 201,171 | 9,900 | 1,015,303 |
2025 Summary Compensation Table
(1) The dollar value of the restricted stock grants is based on the grant date fair value. The grant date fair value is determined in accordance with ASC Topic 718. For additional information on the valuation assumptions with respect to the grant date fair value, refer to the notes of NHI’s consolidated financial statements in its Annual Reports on Form 10-K for the years ended December 31, 2025, 2024 and 2023, as filed with the SEC. The grant date fair value does not represent cash received by the executive. (2) The dollar value of the stock option grants is based on the grant date fair value. The grant date fair value is determined in accordance with ASC Topic 718. For additional information on the valuation assumptions with respect to the grant date fair value, refer to the notes to NHI’s consolidated financial statements in its Annual Reports on Form 10-K for the years ended December 31, 2025, 2024 and 2023, as filed with the SEC. The grant date fair value does not represent cash received by the executive. (3) Represents the amount earned under the Incentive Plans described above and in each case was paid in February of the year following the reporting year. (4) Represents employer contributions to NHI’s 401(k) Plan.
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025
| Name | Approval Date | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | | Threshold ($) | Target ($)(1) | Maximum ($) (1) | | | | | | D. Eric Mendelsohn | 2/27/2025 | 3/3/2025 | — | 1,100,000 | $1,650,000 | — | 75,000 | 73.34 | $705,575 | | D. Eric Mendelsohn | 2/27/2025 | 3/3/2025 | — | — | — | 8,000 | — | — | $586,720 | | Kristin S. Gaines | 2/27/2025 | 3/3/2025 | — | 375,000 | 562,500 | — | 25,000 | 73.34 | $235,192 | | Kristin S. Gaines | 2/27/2025 | 3/3/2025 | — | — | — | 4,000 | — | — | $293,360 | | Kevin C. Pascoe | 2/27/2025 | 3/3/2025 | — | 500,000 | 750,000 | — | 45,000 | 73.34 | $423,345 | | Kevin C. Pascoe | 2/27/2025 | 3/3/2025 | — | — | — | 5,500 | — | — | $403,370 | | John L. Spaid | 2/27/2025 | 3/3/2025 | — | 500,000 | 750,000 | — | 45,000 | 73.34 | $423,345 | | John L. Spaid | 2/27/2025 | 3/3/2025 | — | — | — | 6,500 | — | — | $476,710 | | David L. Travis | 2/27/2025 | 3/3/2025 | — | 275,000 | 412,500 | — | 30,000 | 73.34 | $282,230 | | David L. Travis | 2/27/2025 | 3/3/2025 | — | — | — | 5,500 | — | — | $403,370 |
Grants of Plan-Based Awards in 2025
(1) Amounts represent 2025 Incentive Plan bonus target and maximum payouts for 2025. The amounts shown in these columns represent the range of possible payouts based on the achievement of applicable performance goals. The actual 2025 Incentive Plan amounts paid for 2025 are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. (2) Represents shares of restricted stock granted, which stock vests 20% on each of the first five annual anniversaries of the date of grant. Restricted stock is entitled to vote and eligible to receive dividends; however restricted stock may not be sold until the restrictions lapse and will be forfeited if the recipient leaves the Company prior to the vesting date. (3) The grant date fair value is determined in accordance with ASC Topic 718 and does not represent cash received by the NEOs in 2025.
2025 Option Exercises and Stock Vested at Fiscal Year-End
2025 Option Exercises and Stock Vested at Fiscal Year-End The following table shows information regarding exercises of options to purchase our common stock and vesting of restricted stock awards held by each of our NEOs during the fiscal year ended December 31, 2025.
2025 Option Exercises and Stock Vested at Fiscal Year-End
| | Option Awards | | Stock Awards | | | Name | Number of Options Exercised (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | D. Eric Mendelsohn | — | — | 1,600 | 117,416 | | Kristin S. Gaines | — | — | 1,400 | 102,208 | | Kevin C. Pascoe | — | — | 1,400 | 102,208 | | John L. Spaid | — | — | 1,400 | 102,208 | | David L. Travis | 23,000 | 249,780 | 1,400 | 102,208 |
2025 Option Exercises and Stock Vested at Fiscal Year-End
(1)The value realized is the difference between the exercise price and the closing market price of our common stock on the date of exercise multiplied by the number of options exercised. (2)The value realized is the number of shares that vested multiplied by the closing market price of our common stock as reported by the NYSE on the vesting date for the restricted common stock.
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End
| | Options Awards | | | | Restricted Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | D. Eric Mendelsohn | 125,000 | — | 69.20 | 2/25/2026 | 13,400 | 1,023,358 | | | 13,334 | — | 54.73 | 2/24/2028 | — | — | | | 13,333 | 13,334 | 57.76 | 2/23/2029 | — | — | | | 25,000 | 50,000 | 73.34 | 3/3/2030 | — | — | | Kristin S. Gaines | 55,000 | — | 53.41 | 2/25/2027 | 8,800 | 672,056 | | | 25,000 | — | 54.73 | 2/24/2028 | — | — | | | 16,666 | 8,334 | 57.76 | 2/23/2029 | — | — | | | 8,333 | 16,667 | 73.34 | 3/3/2030 | — | — | | Kevin C. Pascoe | 8,500 | — | 54.73 | 2/24/2028 | 10,300 | 786,611 | | | 8,500 | 8,500 | 57.76 | 2/23/2029 | — | — | | | 15,000 | 30,000 | 73.34 | 3/3/2030 | — | — | | John Spaid | 8,500 | — | 54.73 | 2/24/2028 | 11,300 | 862,981 | | | 8,500 | 8,500 | 57.76 | 2/23/2029 | — | — | | | 15,000 | 30,000 | 73.34 | 3/3/2030 | — | — | | David L. Travis | 12,200 | — | 53.41 | 2/25/2027 | 10,300 | 786,611 | | | 25,000 | — | 54.73 | 2/24/2028 | — | — | | | 16,666 | 8,334 | 57.76 | 2/23/2029 | — | — | | | 10,000 | 20,000 | 73.34 | 3/3/2030 | — | — |
2025 Outstanding Equity Awards at Fiscal Year-End
(1) All options granted to the NEOs vest one-third on the date of grant and one-third on each of the first and second annual anniversary of the date of grant. (2) All restricted stock granted to the NEOs vest 20% on each of the first five annual anniversaries of the date of grant. (3) Market value calculated using the closing market price of the Company’s common stock on December 31, 2025 of $76.37.
Potential Payments upon Termination or Change-in-Control
Potential Payments upon Termination or Change-in-Control
Payments upon Termination
Payments upon Termination We do not have a formal severance policy for payments upon termination of employment, whether through voluntary or involuntary termination, other than as specifically set forth in our 2019 Plan, 401(k) Plan, or as required by law. Except as otherwise provided in CIC Severance Agreements and the Amended Agreement, the 2019 Plan provides for the following treatment of equity awards upon a termination of employment: •Upon an individual’s termination for any reason, any unvested restricted stock will automatically be deemed to have been reacquired by the Company at its original purchase price (if any) and any unvested restricted stock units will automatically be forfeited. •Upon an individual’s termination for any reason (other than disability, death or for cause termination), (i) the unvested portion of any option will be forfeited without consideration as of the last date of employment and (ii) any outstanding vested options must be exercised within 90 days of the last date of employment (but before the termination date of the option), and only to the extent that the individual could have otherwise exercised such option as of such date, or will be forfeited. •Upon an individual’s termination due to death or disability, the unexercised portion of any option must be exercised within 180 days of the date of death, or for disability, the last date of employment (but in each case before the termination date of the option), and only to the extent that the individual could have otherwise exercised such option as of such date, or will be forfeited. •Upon an individual’s termination for “cause,” all unexercised options, whether vested or unvested, are forfeited. The 2019 Plan further provides that a dissolution or liquidation of the Company or a merger, consolidation or acquisition in which the Company is not the surviving corporation shall cause the vesting date of each outstanding option to accelerate. The following table sets forth information concerning the payments that would be received by each NEO upon various termination of employment scenarios, assuming the termination occurred on December 31, 2025. The table below only shows additional amounts that the NEOs would be entitled to receive upon termination and does not show other items of compensation that may be earned and payable at such time such as earned but unpaid base salary, bonuses or benefits. These amounts are estimates only and are based on the assumption that the terminating event or a change in control, as applicable, occurred on December 31, 2025, the last trading day of the Company’s fiscal year. The closing price of the Company’s common stock was $76.37 on that date.
Payments upon Termination
| Equity Incentive Plan Awards | | | | | | | Named Executive Officer | Cash Severance ($) | Acceleration of Options ($) | Acceleration of Restricted Stock ($) | Health and Welfare Benefits ($) | Total ($) | | D. Eric Mendelsohn | | | | | | | Voluntary termination | — | — | — | — | — | | Termination without cause or for good reason | — | — | — | — | — | | For cause | — | — | — | — | — | | Death or disability | — | — | — | — | — | | Change in control of the company(1) | 6,146,619 | 399,645.74 | 1,023,358 | 55,871 | 7,625,494 | | Kristin S. Gaines | | | | | | | Voluntary termination | — | — | — | — | — | | Termination without cause or for good reason | — | — | — | — | — | | For cause | — | — | — | — | — | | Death or disability | — | — | — | — | — | | Change in control of the company(1) | 1,034,100 | 50,501 | 305,480 | 36,267 | 1,426,348 | | Kevin C. Pascoe | | | | | | | Voluntary termination | — | — | — | — | — | | Termination without cause or for good reason | — | — | — | — | — | | For cause | — | — | — | — | — | | Death or disability | — | — | — | — | — | | Change in control of the company(1) | 1,899,532 | 249,085 | 786,611 | 36,267 | 2,971,495 | | John L. Spaid | | | | | | | Voluntary termination | — | — | — | — | — | | Termination without cause or for good reason | — | — | — | — | — | | For cause | — | — | — | — | — | | Death or disability | — | — | — | — | — | | Change in control of the company(1) | 2,140,000 | 249,085 | 862,981 | 39,208 | 3,291,274 | | David L. Travis | | | | | | | Voluntary termination | — | — | — | — | — | | Termination without cause or for good reason | — | — | — | — | — | | For cause | — | — | — | — | — | | Death or disability | — | — | — | — | — | | Change in control of the company(1) | 999,375 | 215,696 | 786,611 | 19,604 | 2,021,286 |
Payments upon Termination
(1) A change in control payment is a double trigger event and only gets paid if the executive’s employment is terminated by the Company without “Cause” or by the executive for “Good Reason” within two years following a “Change in Control” or is terminated without “Cause” within 30 days prior to a “Change in Control”.
Pay Ratio Disclosure
Pay Ratio Disclosure The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires a reporting company to disclose the ratio of the annual compensation of the company's median employee to the annual compensation of its principal executive officer. We believe our executive compensation program must be internally consistent and equitable to motivate our employees to create stockholder value. For 2025, the total compensation of our CEO as reported in the Summary Compensation Table was $3,652,795 and for the median employee was $206,619. The resulting ratio of our CEO’s pay to the pay of our median employee for fiscal year 2025 was approximately 18 to 1. Our CEO to median pay ratio is calculated in accordance with SEC requirements pursuant to Item 402(u) of Regulation S-K. We identified the median employee by examining the 2025 total compensation for our 32 individual employees, excluding our CEO, who were employed by us on December 1, 2025, the first day of the last month of our fiscal year. We did not make any assumptions, adjustments or estimates with respect to total compensation. We believe the total compensation for all employees is a consistently applied compensation measure. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Normalized Funds Available for Distribution ($ Millions)5 | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 3,652,795 | 3,803,963 | 1,733,227 | 1,853,594 | 148.30 | 137.53 | 141 | 232 | | 2024 | 2,246,596 | 2,672,083 | 1,082,821 | 1,370,141 | 128.02 | 133.59 | 137 | 204 | | 2023 | 2,084,567 | 1,981,719 | 1,137,701 | 1,073,457 | 97.76 | 122.84 | 134 | 188 | | 2022 | 2,664,983 | 1,839,729 | 1,134,515 | 799,629 | 85.46 | 108.00 | 66 | 201 | | 2021 | 2,567,353 | 2,103,364 | 1,112,834 | 937,282 | 88.38 | 143.06 | 112 | 209 |
Pay Versus Performance Disclosure
(1) D. Eric Mendelsohn was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are Kristin S. Gaines, Kevin C. Pascoe, John L. Spaid, and David L. Travis. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid for reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column reflect the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. (4) The Peer Group TSR set forth in this table utilizes the MSCI US REIT Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2025 Form 10-K. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the MSCI US REIT Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined Normalized FAD to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. See Appendix A for a description of Normalized FAD and how it is calculated.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for PEO | Exclusion of Stock and Option Awards for PEO | Inclusion of Equity Values for PEO | Compensation Actually Paid to PEO | | | ($) | ($) | ($) | ($) | | 2025 | 3,652,795 | (1,292,295) | 1,443,463 | 3,803,963 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Stock and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | | ($) | ($) | ($) | ($) | | 2025 | 1,733,227 | (735,227) | 855,594 | 1,853,594 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO | Total - Inclusion of Equity Values for PEO | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 1,079,708 | 125,230 | 220,950 | 17,575 | — | — | 1,443,463 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 642,542 | 93,952 | 106,792 | 12,308 | — | — | 855,594 |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, TSR and Cumulative TSR Comparison
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, TSR and Cumulative TSR Comparison The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s cumulative TSR over the five most recently completed fiscal years. The chart also compares the Company’s cumulative TSR to that of the MSCI US REIT Index over the same period.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Funds Available for Distribution
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Funds Available for Distribution The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Funds Available for Distribution during the five most recently completed fiscal years.
What happens if a director nominee fails to receive a majority vote in an uncontested election at the Annual Meeting?
What happens if a director nominee fails to receive a majority vote in an uncontested election at the Annual Meeting? In accordance with our Bylaws, the Board will nominate for election or re-election as a director only candidates who agree to promptly tender, following a failure to receive the required vote for election or re-election at the next annual meeting at which they would face election or re-election, an irrevocable resignation that will be effective upon acceptance by the Board. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender the same form of resignation. If an incumbent director fails to receive the required vote for re-election, then, within 90 days following certification of the stockholder vote, the Nominating and Corporate Governance Committee will act to recommend to the Board whether to accept the director’s resignation and will submit the recommendation for prompt consideration by the Board, and the Board will act on the Nominating and Corporate Governance Committee’s recommendation. Thereafter, the Board will promptly disclose its decision-making process and decision regarding whether to accept the director’s resignation offer (or the reason(s) for rejecting the resignation offer, if applicable) in a Form 8-K furnished to the SEC. Any director who tenders his or her resignation pursuant to this provision of our Bylaws may not participate in the Nominating and Corporate Governance Committee recommendation or Board action regarding whether to accept the resignation offer.