NATIONAL HEALTH INVESTORS, INC. (NYSE:NHI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

NATIONAL HEALTH INVESTORS, INC. (NYSE:NHI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers: Election of Directors: Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.‬‬‬

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(e) Compensatory Arrangements of Certain Officers

Incentive bonuses

On February 15, 2019, the Compensation Committee approved the payment of incentive bonuses for 2018 results.

Named Executive Officer

2018 Bonus

Eric Mendelsohn

$880,000

Roger Hopkins

$345,000

Kristin S. Gaines

$380,000

Kevin Pascoe

$485,000

John Spaid

$280,000

Equity Grant

On February 15, 2019, the Compensation Committee approved the following stock option grants for its named executive officers:

Named Executive Officer

Option Grant

Eric Mendelsohn

125,000

Roger Hopkins

50,000

Kristi Gaines

55,000

Kevin Pascoe

55,000

John Spaid

47,500

The exercise price for each of the options will be the closing price of NHI’s common stock on February 21, 2019. All of the options granted will vest 1/3 on the date of grant and 1/3 on each of the first and second anniversary of the date of grant.

2019 Base Salaries

On February 15, 2019, the Compensation Committee approved 2019 base salaries for the named executive officers.

Named Executive Officer

2019 Base Salary

Eric Mendelsohn

$375,000

Roger Hopkins

$303,000

Kristin S. Gaines

$180,250

Kevin Pascoe

$211,150

John Spaid

$173,150

In addition, Mr. Mendelsohn and the Company entered into an amended and restated employment agreement (the “Agreement”) effective February 15, 2019. The Agreement has an initial term until December 31, 2019, automatically renews each year unless 90 days’ notice of intention not to renew is given by either party. The Agreement is substantially the same as the prior agreement, but provides an initial base salary of $350,000 and provides a Cash Performance Incentive Plan which is driven by the Company’s normalized adjusted funds from

operation (“AFFO”) and recurring dividend growth as well as a discretionary bonus. The Agreement also provides that Mr. Mendelsohn is subject to a 24 month non-compete and non-solicitation period following termination of his employment. The Agreement further provides that if his employment is terminated due to a Without Cause Termination or Constructive Discharge (each as defined in the Agreement), the Company will pay Mr. Mendelsohn a monthly fee equal to his then current base salary divided by 12 for up to 24 months provided Mr. Mendelsohn has not accepted new employment. A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Index

NATIONAL HEALTH INVESTORS INC Exhibit
EX-10.1 2 ex10_1x2019comp-01.htm EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit Exhibit 10.1Execution Version AMENDED AND RESTATEDEMPLOYMENT AGREEMENTThis Amended and Restated Employment Agreement (“Agreement”) made effective as of February 15,…
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About NATIONAL HEALTH INVESTORS, INC. (NYSE:NHI)

National Health Investors, Inc. is a self-managed real estate investment trust (REIT) specializing in sale-leaseback, joint-venture, mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments. The Company is engaged in the business of owning and financing healthcare properties. Its portfolio consists of real estate investments in independent living facilities, assisted living facilities, entrance-fee communities, senior living campuses, skilled nursing facilities, specialty hospitals and medical office buildings. Its other investments include mortgages and notes, and marketable securities. It has investments in real estate and mortgage, and other notes receivable involving approximately 190 facilities located in over 30 states. These investments involve approximately 120 senior housing properties, over 70 skilled nursing facilities, approximately three hospitals, over two medical office buildings and other notes receivable.

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