National Health Investors, Inc. · NYSE:NHI

National Health Investors — Proxy Contest (April 2025)

68 slides from National Health Investors's proxy contest presentation, Apr 24, 2025

  1. Slide 1: A Governance Cure for a Healthier Future

    NATIONAL HEALTH INVESTORS (NHI: LAN D af) d A GOVERNANCE CURE FOR A HEALTHIER FUTURE OE DINGS APRIL 2025 | L&B]— www.NHIBoardRx.com NHY NATIONAL HEALTH INVESTORS

  2. Slide 2: Table of Contents

    TABLE OF CONTENTS NY NHIBoardRx.com 1. Executive Summary 3 2. Urgent Change is Required — Shareholders Cannot Trust this Board 15 3: NHI is a Senior Housing REIT and Substantially Undervalued 21 4. Country Club Style Board With a Deeply Connected Web of Interlocks 30 5: Instilling True Independence

  3. Slide 3: Executive Summary

    EXECUTIVE SUMMARY LANDand BUILDINGS www.NHIBoardRx.com

  4. Slide 4: Land & Buildings Overview

    LAND & BUILDINGS OVERVIEW NATIONAL HEALT DECADES OF EXPERTISE IN THE REIT INDUSTRY NHIBoardRx. eon ¢ Firm Background ¢ Land & Buildings Investment Management, LLC (together with its affiliates, “Land & Buildings”, “L&B”, “we” or “us”) is an SEC-registered investment advisor founded in 2008 and locat

  5. Slide 5: L&B Has Been a Constructive Partner

    L&B HAS BEEN A CONSTRUCTIVE PARTNER NY NHIBoardRx.com NHI HAS REFUSED TO MEANINGFULLY ENGAGE WITH L&B ON POTENTIAL GOVERNANCE SOLUTIONS OR NEW DIRECTORS NHI never meaningfully consulted with Land & Buildings on any of the reactive governance tweaks or director appointments the Company made, preferri

  6. Slide 6: Company Overview

    COMPANY OVERVIEW NATIONAL HEALTH INVESTORS, NHIBoardRx.com UNDERVALUED SENIOR HOUSING REIT WITH SUBSTANTIAL UPSIDE POTENTIAL Majority Senior Housing: 64% of Total NOI National Health Investors, Inc. (“NHI” or the “Company”) owns a portfolio of healthcare properties consisting primarily of Other 5% i

  7. Slide 7: • • • • • • • • • >ΘďĞůŝĞǀĞƐŽƵƌŝŶĚĞƉĞŶĚĞŶƚĂŶĚĞdžĐĞƉƚŝŽŶĂůůLJƋƵĂůŝĨŝĞĚŶŽŵŝŶĞĞƐ͕:ŝŵ,ŽĨĨŵĂŶŶĂŶĚĚĂŵdƌŽƐŽ͕ĂƌĞƚŚĞ ƌŝŐŚƚŝŶĚŝǀŝ…

    • • • • • • • • • >ΘďĞůŝĞǀĞƐŽƵƌŝŶĚĞƉĞŶĚĞŶƚĂŶĚĞdžĐĞƉƚŝŽŶĂůůLJƋƵĂůŝĨŝĞĚŶŽŵŝŶĞĞƐ͕:ŝŵ,ŽĨĨŵĂŶŶĂŶĚĚĂŵdƌŽƐŽ͕ĂƌĞƚŚĞ ƌŝŐŚƚŝŶĚŝǀŝĚƵĂůƐƚŽŚĞůƉƌĞĂůŝnjĞE,/͛ƐƚƌƵĞƉŽƚĞŶƚŝĂů ʹ ĨƌĞĞ ĨƌŽŵĐŽŶĨůŝĐƚƐŽĨŝŶƚĞƌĞƐƚ 7

  8. Slide 8: NHI Has Consistently and Persistently Underperformed

    NHI HAS CONSISTENTLY AND PERSISTENTLY UNDERPERFORMED Ne NHIBoardRx.com NHI BOARD HAS FAILED TO DELIVER FOR SHAREHOLDERS NHI’s total shareholder return (“TSR”) has substantially underperformed the Healthcare REIT Index, its Proxy Peers, and its Senior Housing REIT Peers on a consistent and persistent

  9. Slide 9: Playing Games with Proxy Peers

    PLAYING GAMES WITH PROXY PEERS Ne NHIBoardRx.com NHI CHANGING PROXY PEERS TO MAKE ITSELF LOOK BETTER IN OUR VIEW Since we began our engagement with the Board, the Board has continually changed its proxy peer company comparison to exclude strong performing Senior Housing REIT Peers and include inferi

  10. Slide 10: NHI Most Comparable to Senior Housing REIT Peers

    NHI MOST COMPARABLE TO SENIOR HOUSING REIT PEERS Ne NHIBoardRx.com NHI'S MAJORITY SENIOR HOUSING PORTFOLIO ONLY HAS TWO CLOSE PEERS NHI is a senior housing REIT and should be valued like one and compared to other senior housing REITs ¢ Ventas (VTR) and Welltower (WELL) are the only two healthcare RE

  11. Slide 11: Good Governance Requires Change

    GOOD GOVERNANCE REQUIRES CHANGE Robert Adams ~ Has been Chairman of NHC, one of NHI’s largest tenants, since 2009 and was at NHC for 51 years, including 32 years on the Board and 12 years as CEO, currently age 78 ~ Board is populated with conflicted directors with direct ties to Robert Adams, includ

  12. Slide 12: NHI Shareholders Deserve a Truly Independent Board

    • • • • E,/ƐŚĂƌĞŚŽůĚĞƌƐĚĞƐĞƌǀĞĂƚƌƵůLJŝŶĚĞƉĞŶĚĞŶƚ ŽĂƌĚƚŚĂƚǁŝůůƉƵƚƚŚĞŝƌŝŶƚĞƌĞƐƚƐĨŝƌƐƚ 12

  13. Slide 13: Instilling True Independence in the Boardroom

    INSTILLING TRUE INDEPENDENCE IN THE BOARDROOM NATIONAL HEALTH INVESTORS. NHIBoardRx.com L&B’S HIGHLY QUALIFIED NOMINEES WOULD BRING MUCH NEEDED INDEPENDENCE AND EXPERTISE Jim Hoffmann Ex?erT REIT INVESTOR AND ANALYST Universally respected REIT investor and analyst at top REIT-dedicated investment fu

  14. Slide 14: What Hoffmann and Troso Would Seek to Do From Day One

    WHAT HOFFMANN AND TROSO WOULD SEEK T0 DO FROM DAY ONE NY NHIBoardRx.com COLLABORATE WITH THE BOARD TO HELP MAKE NHI A BEST-IN-CLASS REIT Modernize governance policies free from conflicts of interest [e-] Ensure NHC lease value is maximized al Enhance capital allocation oversight and accelerate growt

  15. Slide 15: Urgent Change Required — Shareholders Cannot Trust This Board

    URGENT CHANGE REQUIRED — SHAREHOLDERS CANNOT TRUST THIS BOARD LANDand BUILDINGS www.NHIBoardRx.com

  16. Slide 16: Time for Change Is Now — NHC Lease Renewal

    • • • dŝŵĞĨŽƌĐŚĂŶŐĞŝƐŶŽǁʹ E,ůĞĂƐĞƌĞŶĞǁĂů ĞdžƉĞĐƚĞĚƚŽďĞĨŝŶĂůŝnjĞĚƚŚŝƐLJĞĂƌ͊ 16

  17. Slide 17: Current Lease Terms Plainly Lopsided in Favor of NHC

    CURRENT LEASE TERMS PLAINLY LOPSIDED IN FAVOR OF NHC Ne NHIBoardRx.co NHC HAS TAKEN ADVANTAGE OF NHI FOR DECADES WHILE BOARD STOOD IDLY BY S os os 6 s ree 3 Adams, Jobe and the remaining Board we believe cannot be trusted to maximize MASTER AGREEMENT'TO Lease the value of the NHC lease extension giv

  18. Slide 18: NHC Lease — Substantial Upside Opportunity

    NHC LEASE — SUBSTANTIAL UPSIDE OPPORTUNITY NATIONAL HEALTH INVESTORS, NHIBoardRx.com CARETRUST TRANSACTION WE BELIEVE ILLUSTRATES POTENTIAL 60% RENTAL LIFT Substantial upside to NHC lease as indicated by high rent coverage (4.1x corporate coverage) disclosed in NHI filings corroborated by recent lar

  19. Slide 19: NHC Lease — Substantial Upside Opportunity (Cont)

    NHC LEASE — SUBSTANTIAL UPSIDE OPPORTUNITY (CONT) NATIONAL HEALTH INVESTORS, NHIBoardRx.com CARETRUST TRANSACTION ILLUSTRATES POTENTIAL 60% RENTAL LIFT CTRE October 2024 Transaction Purchase Price $500,000,000 Lease Yield 9.0% Rent $45,000,000 Licensed Beds 3,290 Rent/Bed $13,678 NHI Lease to NHC 20

  20. Slide 20: • • • • :ŝŵ,ŽĨĨŵĂŶŶĂŶĚĚĂŵdƌŽƐŽ ǁŽƵůĚďƌŝŶŐƚŚĞ ďĂĐŬŐƌŽƵŶĚĂŶĚ ĞdžƉĞƌƚŝƐĞŝŶƌĞĂůĞƐƚĂƚĞŝŶǀĞƐƚŵĞŶƚĂŶĂůLJƐŝƐĂŶĚĚĞĂůŵĂŬŝŶŐƚŚĂƚŝƐ…

    • • • • :ŝŵ,ŽĨĨŵĂŶŶĂŶĚĚĂŵdƌŽƐŽ ǁŽƵůĚďƌŝŶŐƚŚĞ ďĂĐŬŐƌŽƵŶĚĂŶĚ ĞdžƉĞƌƚŝƐĞŝŶƌĞĂůĞƐƚĂƚĞŝŶǀĞƐƚŵĞŶƚĂŶĂůLJƐŝƐĂŶĚĚĞĂůŵĂŬŝŶŐƚŚĂƚŝƐ ƐŽƌĞůLJůĂĐŬŝŶŐŽŶƚŚĞŽĂƌĚ 20

  21. Slide 21: NHI Is a Senior Housing REIT and Substantially Undervalued

    NHIIS A SENIOR HOUSING REIT AND SUBSTANTIALLY UNDERVALUED LANDand BUILDINGS www.NHIBoardRx.com

  22. Slide 22: NHI Should Be Valued as Senior Housing REIT

    NHI SHOULD BE VALUED AS SENIOR HOUSING REIT Ne NHIBoardRx.com POOR GOVERNANCE AND LEGACY DECISION-MAKING HAVE SEVERELY HURT VALUATION IN OUR VIEW NHI has operating metrics that closely resemble those of Ventas and Welltower, however NHI is valued half as much as its peers because of poor governance

  23. Slide 23: NAREIT Healthcare Index Is a Poor Comp

    NAREIT HEALTHCARE INDEX IS A POOR COMP NY NHIBoardRx.com NHI APPEARS TO BE IGNORING THE SIGNIFICANT DIVERSITY ACROSS HEALTHCARE REAL ESTATE NHI’s preferred peer group — FTSE NAREIT Equity Health Care Index — is comprised almost exclusively of REITs whose primary property type is NOT senior housing S

  24. Slide 24: NHI's Smaller Size Is Self-Inflicted

    NHI'S SMALLER SIZE IS SELF-INFLICTED NATIONAL HEALT IE NHIBoardRx.com NHI'S SMALLER SIZE THAN SENIOR HOUSING PEERS IS REFLECTIVE OF BOARD'S FAILURES NHI’s smaller size than VTR/WELL appears indicative of Board’s failures — not a valid reason why these peers are poor comps ¢ 25years ago, NHI, WELL, a

  25. Slide 25: NHI Has Well More Than 50% Upside

    н tĞďĞůŝĞǀĞE,/ŚĂƐǁĞůůŵŽƌĞƚŚĂŶϱϬйƵƉƐŝĚĞƐŝŵƉůLJďLJŝŶĐƌĞĂƐŝŶŐƚŚĞE, ƌĞŶƚƚŽŵĂƌŬĞƚĂŶĚĐůŽƐŝŶŐŚĂůĨƚŚĞŵƵůƚŝƉůĞŐĂƉƚŽ^ĞŶŝŽƌ,ŽƵƐŝŶŐZ/dƉĞĞƌƐ 25

  26. Slide 26: Senior Housing: The Silver Wave Is Finally Here

    SENIOR HOUSING THE SILVER WAVE IS FINALLY HERE Ne NHIBoardRx.co CLEAR RUNWAY FOR SEVERAL YEARS OF OUTSIZED GROWTH FOR THE SECTOR 80+ US Population Growth Surging Senior Housing Starts Down 75% US 80+ Population Growth 40k Seniors Housing TTM Construction Starts > The megatrend of hn aging US populat

  27. Slide 27: NHI Deeply Discounted to Senior Housing REIT Peers

    NHI DEEPLY DISCOUNTED TO SENIOR HOUSING REIT PEERS NY NHIBoardRx.com NHI UNDERVALUATION HAS WIDENED TO CHEAPEST LEVELS EVER NHI Multiple Has Not Expanded With Senior Housing Peers Historically Wide Discount to Senior Housing REIT Peers 35.0x 4.0x 2.0x 30.0x 0.0x 25.0x 2.0% -4.0x 20.0x -6.0x -8.0x 15

  28. Slide 28: NHI FFO Estimates Have Been on a Freefall

    NHI FFO ESTIMATES HAVE BEEN ON A FREEFALL NY NHIBoardRx.com DECISIVELY REVERSING THIS TREND WILL HELP CLOSE THE VALUATION GAP TO PEERS Poor Board oversight and legacy decisions led to NHI FFO/Share Consensus Expectations Have Only Recently Bottomed disappointing earnings trends, in our view $7.00 ¢

  29. Slide 29: NHI Is Uninvestable for Many Institutional Investors

    NHI IS UNINVESTABLE FOR MANY INSTITUTIONAL INVESTORS Ne NHIBoardRx.com CONFLICTS AND POOR GOVERNANCE WE BELIEVE HAVE MADE NHI AN “ORPHAN REIT” Top Extel/II REIT Analysts Top REIT Mutual Funds Shareholder Cohen & Steers CSCIX Principal PRCEX — yEtorenie ts x Fidaiity FRIOX x ayer : x Wanner EKGGN x 3

  30. Slide 30: Country Club Style Board with a Deeply Connected Web of Interlocks

    COUNTRY CLUB STYLE BOARD WITH A DEEPLY CONNECTED WEB OF INTERLOCKS LANDand BUILDINGS www.NHIBoardRx.com

  31. Slide 31: Country Club Boards

    ountry Clu C b 8 ore Bo No M 8 ards 8 8 31

  32. Slide 32: Close Ties and Proximity Compromise Independence

    CLOSE TIES AND PROXIMITY COMPROMISE INDEPENDENCE NY NHIBoardRx.com Map of Murfreesboro, TN Catholic Church Ascension St “— Thomas Rutherford ; Crossings at Hazelw oe Demos’ Restaurant @ L< | é < Mecca igetheory Fitness. SCOTTLAND ACRES Te at's Bi Stree’ (v4) Oaklands Mansion =) enmiate NHI (National

  33. Slide 33: NHC Is at the Center of the Web of Interlocks

    NHC IS AT THE CENTER OF THE WEB OF INTERLOCKS NUY¢ NATIONAL HEALTH INVESTORS NHIBoardRx.com NHC NATIONAL HEALTHCARE CORPORATION

  34. Slide 34: Adams and Jobe — Neighbors

    ADAMS AND JOBE — NEIGHBORS NATIONAL HEALTH INVESTORS NHIBoardRx.com ADAMS AND JOBE WORK AND LIVE A STONE'S THROW FROM EACH OTHER NHC headquarters is conspicuously located right down the road from Jobe’s accounting firm, a 4-minute drive Robert Adams and Jimmy Jobe’s residences, according to our rese

  35. Slide 35: University Ties Run Deep at NHI

    UNIVERSITY TIES RUN DEEP AT NHI NATIONAL HEALTH INVESTORS, NHIBoardRx.com ADAMS FAMILY’S FAVORITISM TO MTSU APPEARS PLAIN TO SEE TENNESSEE STATE UNIVERSITY The NHI Board has historically been populated disproportionately, in our view, by directors who attended Middle Tennessee State University (MTSU

  36. Slide 36: Board Treatment of Jobe Highlights His Conflicts

    BOARD TREATMENT OF JOBE HIGHLIGHTS HIS CONFLICTS Ne NHIBoardRx.com JOBE’S COMMITTEE PLACEMENTS ARE TELLING Jobe was removed as Chair of the Nominating & Jobe was not placed on the Special Committee of Non- Corporate Governance Committee in May 2024 “after Interested Directors which is directly respo

  37. Slide 37: Board Needs Directors with Oversight and Capital Allocation Expertise

    • • tĞďĞůŝĞǀĞƚŚĞŽĂƌĚ ŶĞĞĚƐĚŝƌĞĐƚŽƌƐǁŚŽĐĂŶƉƌŽǀŝĚĞŵĂŶĂŐĞŵĞŶƚŽǀĞƌƐŝŐŚƚ͕ĐĂƉŝƚĂůĂůůŽĐĂƚŝŽŶ ŐƵŝĚĂŶĐĞ͕ĂŶĚƐƚƌĂƚĞŐŝĐĚĞĐŝƐŝŽŶͲŵĂŬŝŶŐ͕ ŶŽƚŚĞůƉǁŝƚŚƚŚĞďĂƐŝĐƐŽĨŵĂŝŶƚĂŝŶŝŶŐZ/dƚĂdžƐƚĂƚƵƐ 37

  38. Slide 38: Better Investment Oversight Is Needed

    BETTER INVESTMENT OVERSIGHT IS NEEDED NY NHIBoardRx.co LACK OF INVESTMENT AND PUBLIC MARKETS EXPERTISE ON BOARD NOT SOLVED BY CHAPIN AND TODD IN OUR VIEW Robert Chapin’s unilateral appointment to the NHI Board, hand-picked by the current conflicted Board, is not sufficient to fill the need for bette

  39. Slide 39: Rich Compensation May Compromise Directors

    RICH COMPENSATION MAY COMPROMISE DIRECTORS NATIONAL HEALTH INVESTORS, NHIBoardRx.com DIRECTOR COMPENSATION OUTSIZED AT EXPENSE OF EXECUTIVES AND NHI SHAREHOLDERS NHI directors Adams and Jobe were awarded total compensation that is significantly higher than similarly-sized healthcare REITs, potential

  40. Slide 40: Mr. McCabe Is Compromised by Old Boy Network

    tĞďĞůŝĞǀĞDƌ͘DĐĂďĞŝƐĐŽŵƉƌŽŵŝƐĞĚďLJƚŚŝƐƌĞůĂƚŝŽŶƐŚŝƉĂŶĚƚŚĂƚŝƚŝƐĞŵďůĞŵĂƚŝĐŽĨƚŚĞŽůĚ ďŽLJ͛ƐŶĞƚǁŽƌŬŵĞŶƚĂůŝƚLJƚŚĂƚŚĂƐƉĞƌŵĞĂƚĞĚƚŚŝƐŽĂƌĚĨŽƌĚĞĐĂĚĞƐ 40

  41. Slide 41: Shareholder Frustration Continues to Build

    SHAREHOLDER FRUSTRATION CONTINUES TO BUILD Ne NHIBoardRx.com WEAK SUPPORT AT RECENT ANNUAL MEETINGS SHOWS LACK OF SHAREHOLDER CONFIDENCE The Board has failed to proactively address shareholder concerns Votes For votes Abstentions| % Support Against ¢ Shareholders showed a lack of confidence in Jobe

  42. Slide 42: Entrenched NHI Board Commitment to Governance Is Conditional

    • • • • • dŚĞĞŶƚƌĞŶĐŚĞĚE,/ŽĂƌĚŚĂƐƐŚŽǁŶƚŚĂƚŝƚƐĐŽŵŵŝƚŵĞŶƚƚŽŐŽǀĞƌŶĂŶĐĞŝƐŚŝŐŚůLJĐŽŶĚŝƚŝŽŶĂůĂŶĚ ƌĞĂĐƚŝǀĞ͘dŚĞŽĂƌĚŶĞĞĚƐĚŝƌĞĐƚŽƌƐĐŽŵŵŝƚƚĞĚƚŽƚĂŬŝŶŐƉƌŽĂĐƚŝǀĞŵĞĂƐƵƌĞƐƚŽŝŵƉƌŽǀĞE,/͘ 42

  43. Slide 43: Governance Changes Insufficient and Purely Reactive

    GOVERNANCE CHANGES INSUFFICIENT AND PURELY REACTIVE TOO LITTLE, TOO LATE AND ONLY DRIVEN BY L&B PUBLIC ENGAGEMENT IN OUR VIEW Governance actions fall well short of what we believe is needed to fix the broken governance at NHI Director resignations are insufficient ¢ The deeply concerning influence o

  44. Slide 44: NHI Governance Remains Worst in Class

    NHI Governance Remains Worst in Class Reality E,/ƐĞĞŵƐĨŽĐƵƐĞĚŽŶĚŽŝŶŐƚŚĞďĂƌĞŵŝŶŝŵƵŵƚŽĂƉƉĞĂƌƌĞƐƉŽŶƐŝǀĞƚŽƐŚĂƌĞŚŽůĚĞƌƐ͛ŝŶƚĞƌĞƐƚƐ͕ŶŽƚŽŶ ŵĂŬŝŶŐŵĞĂŶŝŶŐĨƵůŐŽǀĞƌŶĂŶĐĞŝŵƉƌŽǀĞŵĞŶƚƐƚŚĂƚǁŝůůĞŶŚĂŶĐĞǀĂůƵĞĂŶĚƉƌŽŵŽƚĞĂĐĐŽƵŶƚĂďŝůŝƚLJ 44

  45. Slide 45: Virtual-Only Annual Meeting Unusual for NHI

    VIRTUAL-ONLY ANNUAL MEETING UNUSUAL FOR NHI NATIONAL HEALTH INVESTORS, NHIBoardRx.com WHAT IS THE COMPANY TRYING TO HIDE? NHI will hold a virtual-only Annual Meeting this year for the first and only time outside of the COVID-19 pandemic ¢ NHI Board appears unwilling to risk hearing direct feedback f

  46. Slide 46: Poor Governance Well-Documented by Sell-Side

    POOR GOVERNANCE WELL-DOCUMENTED BY SELL-SIDE NY NHIBoardRx.com BOARD'S CONFLICTS OF INTEREST CLEAR AS DAY TO WALL STREET ANALYSTS “The Adams Family: We have been covering NHI since the days of its clear conflicts of interest with SNF operator, NHC. The master lease that currently covers 35 facilitie

  47. Slide 47: 13D Monitor commentary quote

    “Occasionally an activist engages with a company and the company sees the error of their ways and makes the appropriate changes to remedy the situation. This is not that. As L&B states, this is the company “doing the bare minimum to appear responsive to shareholders’ interests, not on making meaning

  48. Slide 48: NHI Has Been Unresponsive for Decades

    NHI HAS BEEN UNRESPONSIVE FOR DECADES Nut JON LITT HAS BEEN AN ADVOCATE FOR BETTER GOVERNANCE AND CHANGE AT NHI FOR 25 YEARS SALOMON SMITH BARNEY Aigainiia National Health Investors =n (NHI)# REAL ESTATE INVESTMENT TRUSTS _ Jonathan Litt” NHI: Liquidity Still A Concern -- Reducing 212-816-0231 Estim

  49. Slide 49: The Company's Nominees Are the Wrong Choice

    THE COMPANY'S NOMINEES ARE THE WRONG CHOICE NEY NATIONAL HEALTH INVESTORS NHIBoardRx.com WE BELIEVE ROBERT ADAMS’ AND JIMMY JOBE'S DIRECT CONNECTIONS TO EACH OTHER, OTHER DIRECTORS, AND NHC CLEARLY COMPROMISE BOTH THEIR INDEPENDENCE AND ABILITY TO FULFILL THEIR FIDUCIARY DUTIES TO NHI SHAREHOLDERS |

  50. Slide 50: • Member of Nominating and Corporate Governance Committee

    8 8 8 8 • Member of Nominating and 8 Corporate Governance Committee 8 50

  51. Slide 51: • Member of Audit Committee • Chair of Compensation Committee

    8 8 8 8 8 8 • Member of Audit Committee • Chair of Compensation Committee 8 51

  52. Slide 52: Instilling True Independence in the Boardroom

    INSTILLING TRUE INDEPENDENCE IN THE BOARDROOM LANDand BUILDINGS www.NHIBoardRx.com

  53. Slide 53: What Hoffmann and Troso Would Seek to Do From Day One

    WHAT HOFFMANN AND TROSO WOULD SEEK T0 DO FROM DAY ONE NY NHIBoardRx.com COLLABORATE WITH THE BOARD TO HELP MAKE NHI A BEST-IN-CLASS REIT Modernize governance policies free from conflicts of interest [e-] Ensure NHC lease value is maximized al Enhance capital allocation oversight and accelerate growt

  54. Slide 54: The Path Forward

    THE PATH FORWARD NATIONAL HEALTH IN NHIBoardRx.com L&B NOMINEES WOULD BRING MUCH-NEEDED INDEPENDENCE AND CRE EXPERTISE FREE FROM CONFLICTS TO BOARDROOM We believe our independent and exceptionally qualified and experienced nominees, James “Jim” Hoffmann and Adam Troso, are the right individuals in o

  55. Slide 55: Vote for James "Jim" Hoffmann

    VOTE FOR JAMES “JIM” HOFFMANN NY NHIBoardRx.com UNIVERSALLY RESPECTED REIT INVESTOR AT TOP INVESTMENT FUNDS AND EXPERIENCED REIT BOARD DIRECTOR Y¥ Currently serves on the Advisory Board of Peaceable Street Capital, a specialty finance platform, a position he has held since September 2020 v Former Pa

  56. Slide 56: Healthcare REIT Case Study (HCP)

    HEALTHCARE REIT CASE STUDY (HCP) NATIONAL HEALTY as NHIBoardRx.co MR. HOFFMANN HAS DIRECT EXPERIENCE SPEARHEADING COMPLEX NEGOTIATIONS AT HEALTHCARE REITS Healthpeak Properties board tenure (fka HCP) illustrates Mr. Hoffmann’s ability to make independent, value-creating decisions with skilled nursin

  57. Slide 57: Vote for Adam Troso

    VOTE FOR ADAM TROSO NY NHIBoardRx.com PROVEN INDEPENDENCE AND DEALMAKING ACUMEN ADVISING REIT BOARDS ON CAPITAL MARKETS AND GOVERNANCE ISSUES v Current CEO and Founder of Next Century Self Storage, a real estate investment firm specializing in the acquisition and strategic transformation of self-sto

  58. Slide 58: Mr. Troso Has Direct Experience with Major Healthcare REIT Negotiations

    NH NATIONAL HEALTH INVESTORS NHIBoardRx.com MR. TROSO HAS DIRECT EXPERIENCE WITH MAJOR HEALTHCARE REIT NEGOTIATIONS AND RELATED PARTY TRANSACTIONS HIGHLY RELEVANT AND MUCH NEEDED EXPERTISE Advised on Billions of Dollars Healthcare Real Estate Capital Markets Transactions Advised on Complex Real Esta

  59. Slide 59: Curing NHI: Corporate Governance

    CURING NHI: CORPORATE GOVERNANCE NY NHIBoardRx.com HOFFMANN AND TROSO WOULD BRING TRUE INDEPENDENCE TO THE BOARDROOM Seek to modernize governance across all areas of corporate governance to raise franchise value QO Advocate for increased Board engagement with shareholders, an accelerated transition

  60. Slide 60: Curing NHI: NHC Lease

    CURING NHI: NHC LEASE NY NHIBoardRx.com HOFFMANN AND TROSO WOULD BRING REAL ESTATE EXPERTISE FREE FROM CONFLICTS OF INTEREST Advocate to ensure the value of the NHC lease renewal is maximized QO Engage in negotiations with the highest standard of objectivity and independence — free from ties or conf

  61. Slide 61: Curing NHI: Capital Allocation

    CURING NHI: CAPITAL ALLOCATION Ne NHIBoardRx.com HOFFMANN AND TROSO WOULD SEEK TO ACCELERATE ACQUISITION-DRIVEN VALUE CREATION Improved governance and higher investor trust should lead to better cost of capital to accelerate growth QO Establish credibility, integrity, transparency, and accountabilit

  62. Slide 62: Curing NHI: A Blue-Chip REIT

    CURING NHI: A BLUE-CHIP REIT NY NHIBoardRx.com HOFFMANN AND TROSO WOULD FOCUS ON TRANSFORMING NHI FROM AN “ORPHAN REIT” TO BEST-IN-CLASS Broaden REIT-dedicated ownership and increase sell-side analyst coverage Q) Establish the institutional credibility NHI always lacked, allowing for a renewed focus

  63. Slide 63: Better Governance Critical for Better Returns

    BETTER GOVERNANCE CRITICAL FOR BETTER RETURNS NHI CAN BE A BEST-IN-CLASS REIT Jim Hoffmann and Adam Troso’s election we believe will lead to tangible shareholder benefits Maximize value of NHC lease renewal Modernize governance and raise franchise value Improve cost of capital for faster growth Enha

  64. Slide 64: For Additional Information

    FOR ADDITIONAL INFORMATION NATIONAL HEALTH INVESTORS, LONGACRE SQUARE PARTNERS Longacre Square Partners Dan Zacchei / Miller Winston dzacchei@longacresquare.com mwinston@longacresquare.com NHIBoardRx.com Saratoga xia” Saratoga Proxy Consulting, LLC John Ferguson / Mike Coronato (888) 368-0379 or (21

  65. Slide 65: Appendix

    APPENDIX LANDand BUILDINGS www.NHIBoardRx.com

  66. Slide 66: Proxy Peer Details

    PROXY PEER DETAILS NY NHIBoardRx.com Trailing Trailing Trailing Equity Market Trailing Trailing Trailing Equity Market Trailing Trailing Trailing Equity Market 5 Years 3Years 1Year Cap ($B) 5 Years 3Years 1Year Cap ($B) 5 Years 3Years 1Year Cap ($B) NHI 5% 51% 35% $3.1 NHI 5% 51% 35% $3.41 NHI 5% 51

  67. Slide 67: Relative TSR Performance to Senior Housing REIT Peers

    RELATIVE TSR PERFORMANCE TO SENIOR HOUSING REIT PEERS NY NHIBoardRx.com NHI Trailing Total Shareholder Return BVears|4 Years|SYears| Years. 1Year Underperformance | vs. Welltower (WELL) -91% _-121% -47% -74% —-31% | [ vs. Ventas (VTR) “32% _-22% 10% -11% -23% | Source: Company Filings.and Bloomberg

  68. Slide 68: Disclaimer

    NATIONAL HEALTH L NHIBoard DISCLAIMER The materials contained herein (the “Materials”) represent the opinions of Land & Buildings Investment Management, LLC and the other participants named in its proxy solicitation (collectively, “Land & Buildings” or “we”) and are based on publicly available infor

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