National Health Investors, Inc. (NYSE: NHI) has recently made significant changes to its board of directors, aiming to enhance strategic and independent guidance. Robert A. McCabe, Jr. has been appointed as the new chair of the board following the retirement of W. Andrew Adams on December 31, 2024. Additionally, Candice W. Todd has been appointed to fill the vacancy left by Mr. Adams.
D. Eric Mendelsohn, the President, CEO, and board member, has taken on the newly created role of vice-chair of the board. Ms. Todd has also been appointed as the chair of the audit committee and as a member of the nominating and corporate governance committee. Moreover, she has been appointed as a member of the special committee.
The company's board has undertaken further measures to increase accountability and transparency. This includes appointing Tracy M.J. Colden as chair of the nominating and corporate governance committee in May 2024 and committing to proposing an amendment to the company's articles of incorporation to remove the classified board structure at the 2025 annual meeting.
In terms of corporate governance, a special committee of non-interested directors has been created to advise the company on its ongoing master lease negotiations with National Healthcare Corporation. Furthermore, a management ESG committee has been established, with the company expecting to publish its first annual sustainability report in the first quarter of 2025.
The company has also revised its corporate governance guidelines to include additional requirements regarding the selection of director candidates, limitations on the number of public boards directors may sit on, stock ownership requirements, and a requirement that directors offer to resign upon material changes in circumstances.
Since 2020, the board has expanded from four directors to eight, leading to a notable increase in female representation from 0.0% to 37.5%. The average board tenure has decreased from approximately 21 years to around 11 years, while the average age of board members has remained at approximately 70 years.
National Health Investors, Inc., established in 1991, is a real estate investment trust specializing in various senior housing and medical investments, including independent living, assisted living and memory care communities, entrance-fee retirement communities, skilled nursing facilities, and specialty hospitals. The market has reacted to these announcements by moving the company's shares 0.8% to a price of $67.71. For more information, read the company's full 8-K submission here.
