National Health Investors, Inc. · NYSE:NHI
National Health Investors — Proxy Contest (May 2025)
16 slides from National Health Investors's proxy contest presentation, May 2, 2025
Slide 1: Rebuttal Investor Presentation, May 2025
LANI Dand., ; SLEAONG CLAS N SSN MAY 2025 LéB www.NHIBoardRx. NH ————— os os ATION! AL HEALTY 'H INV ESTORS
Slide 2: L&B urges shareholders to vote the GOLD proxy card
• • • • • L&B urges shareholders to see through NHI’s misleading claims and vote the GOLD proxy card today for the election of its independent and exceptionally qualified nominees: Jim Hoffmann and Adam Troso 1. See NHI presentation titled “NHI Executing On its Winning Strategy and Delivering Stockh
Slide 3: What NHI Did Not Respond To
WHAT NHI DID NOT RESPOND TO NEY NHIBoardRx.com WHAT THE COMPANY SEEMINGLY FAILED TO ADDRESS IS MOST TELLING Why the Company thinks it is appropriate to compare its performance to other REITs in completely different and irrelevant property types such as Medical Office and Lab Space Why the Company is
Slide 4: NHI ignores the unaffected end date for relative TSR
NHI cites L&B yet conveniently ignores the key unaffected end date of 02/18/25 - the day prior to L&B publicly announcing its director nominations – for its relative TSR It seems clear that NHI is relying on a hodge podge Healthcare REIT index and a broad REIT index as peer groups as it knows direct
Slide 5: Pandemic response slide fails to mention value destroyed
The Company’s pandemic response slide fails to mention the outsized number of rent cuts, abatements, and lease restructurings that destroyed value for NHI shareholders – we believe NHI’s historically weaker cost of capital and poor capital allocation oversight led to inferior legacy acquisitions and
Slide 6: NHI's justification for its poor valuation is flawed
NHI’s justification for its poor valuation is flawed in several ways 1) The graph is a point in time and fails to show that NHI previously traded in parity with VTR/WELL before the past decade of underperformance 2) Using “NFFO” as opposed to “AFFO” overstates the cash flow of REITs with operating a
Slide 7: Board's role in hindering SHOP portfolio growth
The Company admits its much smaller “SHOP” portfolio may explain some of the underperformance and undervaluation to VTR/WELL but fails to acknowledge the Board’s role in hindering gaining this exposure The Board has clearly not “[understood] the importance of growing the SHOP portfolio”: “But just c
Slide 8: Board expansion and reactive governance changes
When citing the Board’s expansion from four directors to six in May of 2020, the Company fails to mention the two directors appointed were Robert Adams (NHC Chair) and Charlotte Swafford (Former NHC SVP/Treasurer) While the Board apparently failed to look outside of its inner circle when appointing
Slide 9: Director compensation during NHC lease renewal
While director compensation has been more appropriate following L&B’s involvement, outsized compensation in 2021 ($441k) and 2022 ($361k) while the NHC lease renewal was ongoing was egregious and deeply concerning in our view 9
Slide 10: L&B and nominees have outlined a clear plan
No matter how many times NHI claims otherwise, L&B and its nominees have outlined a clear plan to enhance shareholder value and help make NHI a best-in-class REIT 10
Slide 11: L&B settlement discussions with the Board
L&B never made the addition of one of our nominees the only option for a resolution L&B nominees each participated in one interview scheduled for 30 minutes with only two members of the Board (Robert McCabe and Tracy Colden) L&B was dismayed with Robert Chapin’s apparent lack of knowledge of the NHI
Slide 12: NHC lease renewal did not represent Fair Rental Value
Repeatedly, the Company has made clear that it does not even believe there is a conflict of interest between the NHI Board and NHC, so how can it solve it? NHI cannot realize its full potential, in our view, without eliminating these conflicts altogether, and the culture that has allowed them to per
Slide 13: NHC Board tenure, age and governance concerns
NHC Board has excessively long tenure, has an average age of 79, includes both Adams brothers, and appears to be comprised exclusively of Murfreesboro, Tennessee affiliated directors NHC directors have received low shareholder support at annual meetings NHC has a staggered board NHC has no Wall Stre
Slide 14: Vote the GOLD universal proxy card today
VOTE THE GOLD UNIVERSAL PROXY CARD TODAY NEY NHIBoardRx.com B’S HIGHLY QUALIFIED NOMINEES WOULD BRING MUCH NEEDED INDEPENDENCE AND EXPERTISE Jim Hoffmann Adam Troso EXPERT REIT INVESTOR AND ANALYST REIT ADVISOR AND EXECUTIVE FOR 25+ YEARS Universally respected REIT investor and analyst at top REIT-d
Slide 15: For additional information
FOR ADDITIONAL INFORMATION NY NATIONAL HEALTH NHIBoardRx.com LONGACRE SQUARE PARTNERS Longacre Square Partners Dan Zacchei / Miller Winston dzacchei@longacresquare.com mwinston@longacresquare.com Saratoga me Saratoga Proxy Consulting, LLC John Ferguson / Mike Coronato (888) 368-0379 or (212) 257-131
Slide 16: Legal disclosures
LEGAL DISCLOSURES Ae NHIBoardRx.com 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 availa