Land & Buildings Sends Letter to National Health Investors Stockholders and Files Definitive Proxy Materials Detailing Urgent Need for Boardroom Change

Rhea-AI Summary

Land & Buildings Investment Management, a significant stockholder of National Health Investors (NHI), has filed definitive proxy materials and sent a letter to stockholders advocating for boardroom change at the upcoming 2025 Annual Meeting on May 21, 2025.

The activist investor is nominating two independent candidates - Adam Troso and Jim Hoffmann - citing concerns over NHI's corporate governance and conflicts of interest, particularly regarding ongoing lease renewal negotiations with major tenant National Healthcare Corp (NHC).

Key issues highlighted include:

• NHI's significant underperformance: -61% vs peers over 5 years, -19% over 3 years, and -27% over 1 year
• Potential 60% upside in NHC lease renewal, representing approximately $0.55/share or 12% FFO/share increase
• Forecast of $1 billion in senior housing acquisitions over next 12-24 months, potentially increasing FFO/share by 10%
• Board conflicts including multiple directors' significant stock ownership in tenant NHC

Positive

• Potential 60% upside in NHC lease renewal ($0.55/share FFO increase)
• $1 billion acquisition pipeline could increase FFO/share by 10%
• Strong EBITDAR coverage estimated over 2x at facility-level
• Company has strong assets and secular tailwinds in its business

Negative

• Significant underperformance vs peers (-61% over 5 years)
• Board conflicts of interest with major tenant NHC
• Archaic corporate governance structure including staggered board
• Previous NHC lease amendment resulted in declining base rents

Insights

Financial Analyst

Land & Buildings' proxy contest against NHI represents a significant governance challenge that could substantially impact shareholder value. The activist investor has identified several critical issues that have likely contributed to NHI's substantial underperformance compared to senior housing REIT peers (-61% over 5 years).

The most compelling financial catalyst centers on the upcoming NHC lease renewal negotiations. Land & Buildings estimates these negotiations could yield 60% higher rent from NHC, potentially adding $0.55 per share to FFO (a 12% increase). This estimate appears credible given recent comparable transactions in the sector, particularly CareTrust REIT's recent lease signing for similar skilled nursing assets.

The alleged conflicts of interest are financially material - Robert Adams (NHI director) owns $45 million in NHC stock and serves as NHC's Chairman, creating a clear economic incentive to negotiate lower rents that would benefit NHC at NHI shareholders' expense. This governance structure has likely contributed to the valuation discount.

Additionally, Land & Buildings projects NHI could acquire $1 billion in senior housing properties over 24 months, potentially boosting FFO per share by 10%. The market appears to be pricing in continued governance challenges that prevent these value-creation opportunities from materializing.

Overall, this proxy contest represents a potentially significant inflection point for NHI, as improved governance could address the substantial valuation gap to peers while unlocking multiple growth catalysts.

Outlines Current Board’s Serious Conflicts of Interest Regarding Ongoing Lease Renewal Negotiations With Major Tenant National Healthcare Corp (NHC)

Details How NHI’s Archaic Corporate Governance, Interlocked Board and Lack of True Independence Have Directly Led to Underperformance

Believes Land & Buildings’ Independent Candidates – Adam Troso and Jim Hoffmann – Possess the REIT Expertise and Qualifications to Maximize Stockholder Value and Help Realize NHI’s True Potential

Urges NHI Stockholders to Vote FOR Land & Buildings’ Two Highly Qualified Nominees on the GOLD Proxy Card

STAMFORD, Conn.--(BUSINESS WIRE)-- Today, Land & Buildings Investment Management, LLC (together with its affiliates, “Land & Buildings”), a significant stockholder of National Health Investors, Inc. (NYSE: NHI) (“NHI” or the “Company”), sent a letter to the Company’s stockholders outlining the case for change and how Land & Buildings’ independent and experienced nominees – Adam Troso and Jim Hoffmann – can instill true independence on the NHI Board of Directors (the “Board”) and help maximize stockholder value. Land & Buildings also filed definitive proxy materials in connection with its nomination of Messrs. Troso and Hoffmann for election to the Board at NHI’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), scheduled for May 21, 2025.

Image 1: Historically Wide Discount to Senior Housing REIT Peers

The full text of the letter follows:

Dear Fellow National Health Investors Stockholders,

Land & Buildings Investment Management, LLC (together with its affiliates, “Land & Buildings” or “L&B”) has closely followed and analyzed National Health Investors, Inc. (“NHI” or the “Company”) and the healthcare REIT sector for decades. We invested in NHI because we believe it is a fundamentally valuable company with strong assets, secular tailwinds in its business, and a capable management team.

Unfortunately, the Company’s stockholder returns have meaningfully underperformed, and the stock is substantially undervalued compared to its Senior Housing REIT Peers.¹ This underperformance stems, in our view, from an archaic corporate governance structure, including a staggered board (which NHI only committed to declassify following our engagement) and a Board of Directors (“Board”) rife with conflicts of interest – such as multiple Board members’ significant stock ownership in one of NHI’s largest tenants, National Healthcare Corp. (“NHC”).

Further, despite our sincere efforts to engage constructively with the Company over the past year to enhance governance and avoid a costly proxy contest, the Company has chosen instead to make reactive and one-sided changes that we believe fall well short of what is needed to fix the broken governance at NHI. Notably, NHI unilaterally hand-picked new directors for the Board, rather than consider stockholders’ input by working collaboratively with us to reach alignment on the skillsets needed in the boardroom. As a result, this marks the second year in a row where we have had to take our concerns directly to stockholders.

We are seeking your support to elect our two highly qualified nominees – Adam Troso and Jim Hoffmann – at the Company’s upcoming 2025 Annual Meeting of Stockholders (the “Annual Meeting”). We believe these candidates would collectively bring much-needed independence, leadership, and real estate investment expertise – free from conflicts – to the boardroom.

Archaic Corporate Governance Has Directly Led to Underperformance

The long-tenure of certain Board members, concerning web of interlocking relationships, lack of true independence, and troubling conflicts of interest with large tenant NHC are directly responsible for the Company’s significant undervaluation and underperformance, in our view.

NHI Total Stockholder Return Underperformance	Trailing 5 Years	Trailing 3 Years	Trailing 1 Year
vs. Senior Housing REIT Peers	-61%	-19%	-27%
Source: Bloomberg

Land & Buildings seriously questions whether the majority of “independent” NHI directors, including Robert Adams and Jimmy Jobe – who are up for election at this year’s Annual Meeting – can faithfully execute their fiduciary duties to stockholders given their longstanding professional/personal relationships and clear conflicts of interest. Specifically, there is a deeply connected web of interlocks that is plainly evident among numerous Board members:

• Educational backgrounds (e.g., Middle Tennessee State)
  
  
• Employment histories (e.g., NHC)
  
  
• Financial entanglements (e.g., banking/accounting relationships)
  
  
• Residency (Murfreesboro, TN)

NHI’s Board has historically embodied this “country club” style arrangement – which we fear prioritizes its members over its stockholders. This approach to board composition needs to become a relic of the past for NHI, like it has across the vast majority of corporate America.

Urgent Change Required Given Serious Conflicts of Interest with Ongoing Major Lease Renewal

The upcoming lease renewal with NHC represents the single greatest source of upside for NHI cash flows and stockholder value, in our view. We see potentially 60% or more upside to the current rent NHC is paying NHI, equating to approximately $0.55/share or about 12% upside to Company FFO/share.²

We have confidence in this upside potential based on a recent precedent transaction and lease signing by healthcare peer CareTrust REIT, Inc. (“CTRE”) for similar skilled nursing assets with substantial geographic overlap, as well as the strong EBITDAR coverage we estimate to be well over 2x at the facility-level. Following the CTRE announcement, management frequently cited this transaction in sell-side and investor meetings as an appropriate comp and highly indicative of potential upside. NHI’s proxy materials now have the fingerprints of this conflicted Board as they state the upside is not as great.

When the NHI/NHC lease was last amended in 2022, base rents declined over the life of the lease to the detriment of stockholders of NHI at a time when there was no guarantee of increasing percentage rents. Further, NHC has not disclosed rent coverage ratios by property to allow NHI to make informed decisions about appropriate rent adjustments for asset sales. Point-in-time asset sales would not have caused rents to decline each year of the lease, including this year and next.

We have no confidence that the current Board, including Robert Adams and Jimmy Jobe, will act in the best interest of all stockholders given clear conflicts and competing economic interests:

• Robert Adams is up for election as an NHI director and is the current NHC Chairman. Adams owns ~$45 million of NHC stock and his brother and former NHI Chairman, W. Andrew Adams, is an NHC director and former NHC Chairman, and owns ~$71 million of NHC stock. Each has a greater investment in NHC than NHI.³
  
  
• Jimmy Jobe is up for election and served on the Board of the predecessor to NHC, and we believe owes his NHI Board seat to his allegiance to the Adams brothers, not stockholders, which has earned him millions of dollars in board fee compensation.
  
  
• Charlotte Swafford, another Board director, is the former SVP/Treasurer at NHC and appears to maintain a significant investment in NHC.⁴

Such deep-rooted affiliations raise serious concerns regarding the ability to prioritize stockholder value over tenant relationships.

Land & Buildings nominees, Jim Hoffmann and Adam Troso, would bring sorely needed independent perspective and objectivity to these negotiations, untainted by competing economic interests, professional obligations, or other relationships.

The Company’s Large Acquisition Pipeline Needs Better-Qualified Oversight

Further fueling our sense of urgency, we believe the Company has an extraordinary opportunity today to drive substantial earnings accretion through acquisitions. The opportunity to improve cost of capital with better governance and lease terms, combined with a lack of private competition to buy senior housing assets, sets the stage for NHI to create meaningful stockholder value through external growth. We believe this strategic advantage has gone unrealized due to the current Board’s poor governance.

We forecast the Company may acquire upwards of $1 billion of senior housing properties over the next 12 – 24 months, increasing earnings power (FFO/share) by nearly 10%.⁵ We are excited about this opportunity but deeply concerned by the lack of real estate and capital markets expertise on the Board to properly evaluate such a large scale of transactions.

Our nominees have spent their decades-long careers analyzing real estate investment opportunities at some of the most respected and influential firms in the REIT sector.

• Mr. Hoffmann is a former Partner and Senior Vice President of Wellington Management Company LLP, previously managing one of the largest REIT dedicated investment portfolios in the U.S.
  
  
• Mr. Troso is a former Managing Director at J.P. Morgan and Greenhill in Real Estate Investment Banking, where he advised on tens of billions of dollars of M&A and capital markets transactions across healthcare and other REIT sectors.

These qualifications and REIT expertise are much needed and would be highly additive to the Board’s current skillset.

With Better Governance We Believe Substantial Valuation Upside is Likely

NHI is one of only three public REITs with a majority of its income derived from senior housing facilities – Ventas, Inc. (“VTR”) and Welltower Inc. (“WELL”) are the other two REITs. Many of the Company’s key metrics closely resemble these Senior Housing REIT Peers but NHI’s valuation and performance have disconnected over the past several years we believe due to:

• A highly conflicted governance structure with overlapping Board members with one of their largest tenants NHC – these Board members have an incentive to keep rents low at NHI stockholders’ expense;
  
  
• A staggered Board, which has disenfranchised stockholders and entrenched management;
  
  
• The NHC lease historically serving as an anchor on growth; and
  
  
• Smaller size and slower external growth, hampered by the Board’s apparent lack of sophistication in understanding NHI’s better cost of capital relative to the private market and ability to drive substantial earnings accretion through acquisitions.

We believe NHI has well more than 50% upside by increasing the NHC rent to market and closing half the multiple gap to Senior Housing REIT peers.⁶ (See Image 1)

Instilling True Independence in the Boardroom

We believe our independent and exceptionally qualified and experienced nominees, Adam Troso and Jim Hoffmann, are the right individuals to help maximize stockholder value and realize NHI’s true potential.

A. Adam Troso possesses decades of experience working in capital markets and advising boards and CEOs, including healthcare REITs, on major capital allocation and strategic decision-making. If elected, we believe Mr. Troso would be ideally positioned to help NHI enhance its corporate governance, gain credibility with the investment community, advise on lease negotiations free from conflicts, and drive stockholder value through capital allocation.

• Former Managing Director at J.P. Morgan in the Real Estate Investment Banking group, where he advised companies in numerous REIT sectors, including healthcare, on tens of billions of dollars of both M&A and capital markets transactions.
  
  
• Former Managing Director and Head of Real Estate Corporate Advisory for North America at Greenhill & Co.
  
  
• Former real estate banker and advisor across a number of highly respected firms, including Bear, Stearns & Co., ING, and PaineWebber Group Inc.
  
  
• Current CEO and Founder of Next Century Self Storage, a real estate investment firm specializing in the acquisition and strategic transformation of self-storage facilities.

Jim Hoffmann possesses nearly 40 years of experience analyzing and investing in publicly traded real estate companies, as well as significant leadership and boardroom experience. If elected, we believe Mr. Hoffmann would be ideally positioned to help NHI enhance its corporate governance, improve the Company’s investor outreach, and instill independence in the boardroom free from conflicts, bringing his decades of experience assessing and implementing value-maximizing strategies in the REIT sector.

• Former Partner and Senior Vice President of Wellington Management Company LLP, also serving as Global Industry Analyst and REIT Portfolio Manager for one of the largest REIT dedicated investment portfolios in the United States.
  
  
• Extensive experience on REIT boards undergoing significant governance enhancements and strategic changes:
  
  
  • Former board director at healthcare REIT HCP, Inc., New York REIT, Inc., First Potomac Realty Trust and International Market Centers, L.P.
    
    
• Former REIT and real estate analyst across a number of highly respected firms and agencies, including Everen Securities, LaSalle Street Capital Management LLC, the Washington State Investment Board, and Eastdil Realty.
  
  
• Currently serves on the Advisory Board of Peaceable Street Capital, a specialty finance platform, a position he has held since September 2020.
  
  
• Currently the Managing Partner of Hopville Farms LLC, a family-owned farming and agriculture company, which he founded in 2012.

Your vote is crucial to bringing the much-needed change NHI deserves. Voting for Adam Troso and Jim Hoffmann is a vote for true independence and renewed accountability in the NHI boardroom. It is a vote for a stronger, more transparent future for NHI and its stockholders.

We strongly urge you to vote on the GOLD proxy card or GOLD voting instruction form TODAY to elect Jim Hoffmann and Adam Troso. Together, we can ensure that NHI is positioned for long-term success and value creation.

Should you have any questions or need assistance with voting, please contact Saratoga Proxy Consulting, LLC at (888) 368-0379 or (212) 257-1311 or by email at info@saratogaproxy.com. Copies of our definitive proxy materials and other important information relating to our solicitation can be found at www.NHIBoardRx.com.

PROTECT YOUR INVESTMENT. PLEASE SIGN, DATE, AND MAIL THE GOLD PROXY CARD OR GOLD VOTING INSTRUCTION FORM TODAY!

Thank you for your continued support.

Sincerely,
Jonathan Litt
Land & Buildings Investment Management, LLC

***

Additional Information

Land & Buildings Investment Management, LLC, together with the other participants in its proxy solicitation (collectively, “Land & Buildings”), has filed a definitive proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit proxies with respect to the election of Land & Buildings’ slate of highly qualified director candidates at the 2025 annual meeting of stockholders (the “Annual Meeting”) of National Health Investors, Inc., a Maryland corporation (“NHI” or the “Company”). Stockholders are advised to read the proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the Annual Meeting because they contain important information, including information relating to the participants in Land & Buildings’ proxy solicitation. These materials and other materials filed by Land & Buildings with the SEC in connection with the solicitation of proxies are available at no charge on the SEC’s website at http://www.sec.gov. The definitive proxy statement and other relevant documents filed by Land & Buildings with the SEC are also available, without charge, by directing a request to Land & Buildings’ proxy solicitor, Saratoga Proxy Consulting, at its toll-free number (888) 368-0379 or via email at info@saratogaproxy.com.

Disclaimer
The views expressed are those of Land & Buildings as of the date referenced and are subject to change at any time based on market or other conditions. These views are not intended to be a forecast of future events or a guarantee of future results. These views may not be relied upon as investment advice. The information provided in this material should not be considered a recommendation to buy or sell any of the securities mentioned. It should not be assumed that investments in such securities have been or will be profitable.

____________________

1 Defined by Land & Buildings as Ventas, Inc. (NYSE: VTR) and Welltower Inc. (NYSE: WELL); all pricing in this letter is as of 2/18/25, the day prior to Land &Buildings’ public announcement of its nomination of Adam Troso and Jim Hoffmann to the NHI Board of Directors.

2 Based on 2024 total rent NHC paid to NHI and increased share count as disclosed in the Company’s 2024 Annual report.

3 Bloomberg, 2025 NHI Proxy Statement filed March 28, 2024

4 Based on last NHC public filing disclosing her ownership

5 Land & Buildings’ estimates

6 Bloomberg

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20250409198464/en/

Media Contact

Longacre Square Partners

Dan Zacchei / Miller Winston

dzacchei@longacresquare.com / mwinston@longacresquare.com

Investor Contact

Saratoga Proxy Consulting

John Ferguson

(212) 257-1311

Source: Land & Buildings Investment Management, LLC

FAQ

What is the potential upside from NHI's lease renewal with National Healthcare Corp?

Land & Buildings estimates 60% upside potential in the NHC lease renewal, equating to approximately $0.55/share or 12% increase in NHI's FFO/share.

How has NHI stock performed compared to its Senior Housing REIT peers?

NHI has underperformed peers by -61% over 5 years, -19% over 3 years, and -27% over 1 year.

What acquisition opportunities does NHI have in the next 12-24 months?

NHI is forecasted to acquire up to $1 billion in senior housing properties, potentially increasing FFO/share by nearly 10%.

Who are Land & Buildings' nominees for NHI's board?

Adam Troso, former J.P. Morgan Managing Director, and Jim Hoffmann, former Wellington Management Partner, are nominated for their REIT expertise and independence.

When is NHI's 2025 Annual Meeting scheduled?

The Annual Meeting is scheduled for May 21, 2025.