SEC Form DEF 14A filed by National HealthCare Corporation

It is our pleasure to invite you to attend National HealthCare Corporation’s 2025 Annual Meeting of Shareholders (“Meeting”) on Thursday, May 8, 2025, at 3:30 PM CDT on the 14^th Floor of the City Center building located at 100 E. Vine Street, Murfreesboro, Tennessee 37130.

Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy in advance of the Meeting by one of the methods described in the proxy materials for the Meeting.

The Notice of Meeting and Proxy Statement in this mailing describe the business items we plan to address at the Meeting. We will also present a brief report on our business and respond to your questions. Our 2024 Annual Report to Shareholders, which is not a part of our proxy solicitations materials, is also enclosed. We encourage you to read our Annual Report.

Your vote is very important. Please take the time to cast your vote regardless of the number of shares you own. You have the option to cast your proxy vote by telephone (1-800-690-6903) or online at www.proxyvote.com as provided by Broadridge Financial Solutions. These are quick, cost-effective and easy ways for you to submit your proxy. If you vote by telephone or via the internet, you do not need to return the enclosed proxy card by mail. If you prefer to vote by mail, please promptly sign, date and return the enclosed proxy card in the postage-paid envelope provided.

We look forward to seeing you on Thursday, May 8, 2025.

The 2025 Annual Meeting of the Shareholders of National HealthCare Corporation (“NHC”) will be held on the 14^th Floor of the City Center located at 100 East Vine Street, Murfreesboro, TN 37130 on Thursday, May 8, 2025, at 3:30 PM CDT (the “Meeting”).

A list of shareholders of record as of the record date is available for inspection by shareholders at the principal executive offices of the Company located at 100 East Vine Street, Murfreesboro, TN 37130, and will be available for inspection by shareholders at the Meeting. All requests to access the list prior to the Meeting should be directed to Josh A. McCreary, Senior Vice President and General Counsel, at [email protected].

Whether or not you plan to attend the Meeting, we urge you to vote and submit your proxy in advance of the Meeting by one of the methods described in the proxy materials for the Meeting.

At the 2025 Meeting of the Shareholders, we will vote on the following items and any other matters that are properly presented:

The Board has chosen the close of business on Friday, March 14, 2025, as the record date for the determination of shareholders who must be notified of and who are eligible to vote at the Meeting or at any postponement or adjournment thereof.

It is NHC’s desire to conduct a safe and informative Meeting. In that interest, and in the interest of conducting a fair and orderly Meeting, NHC intends to observe its rules of conduct. A copy of the rules of conduct will be made available on the NHC website (www.nhccare.com) and at the Meeting. Any deliberate violation of these rules of conduct or an attempt to disrupt the Meeting will be considered cause for expulsion from the Meeting or the question-and-answer session. The Chairman will exercise his judgment on any procedural matters not addressed in these rules of conduct.

Thank you for your cooperation and for joining NHC at the Meeting.

Please use the toll-free phone number 1-800-690-6903 or vote online at www.proxyvote.com (provided by Broadridge Financial Solutions) or sign, date, and return the proxy card promptly in the enclosed envelope. All proxy materials are also available via the website at www.nhccare.com. If you attend the Meeting, you may vote in person even if you have previously mailed a proxy card.

We are providing these proxy materials to you because National HealthCare Corporation’s Board of Directors (the “Board”) is asking (or soliciting) shareholders to provide proxies to be voted at our 2025 Annual Meeting of the Shareholders (the “Meeting”). The Meeting is scheduled for Thursday, May 8, 2025, and will be held at NHC’s principal executive office, located on the 14^th Floor of the City Center at 100 E. Vine Street, Murfreesboro, Tennessee. Your proxy will be used at the Meeting or at any adjournment or postponement of the Meeting. In this Proxy Statement, we refer to National HealthCare Corporation as “NHC,” “we,” “our” or the “Company.”

A proxy is a legal designation of another person to vote your shares. You may authorize the other person by phone or via an Internet website. You also may do so in writing by filling out your proxy card if you hold shares in your own name. If you hold shares through a broker or other nominee, you may instruct your broker or other nominee to vote your shares by following the instructions that the broker or nominee provides to you with these materials. Most brokers offer voting by mail, by completion of a voting instruction card, by telephone or via the Internet.

This Proxy Statement and the proxy card are first being sent to shareholders on or near March 28, 2025. A copy of the Annual Report on Form 10-K for the Company for the year ended December 31, 2024, including audited financial statements, is also enclosed.

A full set of proxy materials is available on the NHC website at www.nhccare.com. Just click on the button labeled “2025 Proxy Materials” after clicking on the “Investor Relations” and “Annual Meeting” tabs. Our Company maintains the confidentiality of shareholders who use our website. We do not utilize “cookies” or other tracking features on the NHC website.

If you are a shareholder of record, you may vote by using the toll-free number 1-800-690-6903 or via the Internet at www.proxyvote.com. Your proxy card includes instructions for using these quick, cost-effective and easy voting methods. You also may simply fill out, sign and date your proxy card and mail it in the prepaid envelope included with these proxy materials. If you vote by telephone or the Internet, DO NOT return your proxy card by mail. You will need to follow the instructions when you vote using any of these methods to make sure your vote will be counted at the Meeting. You also may vote at the Meeting; however, we encourage you to vote by proxy card, by telephone, or via the Internet even if you plan to attend the Meeting.

If you hold shares through a broker or other nominee, you may instruct your broker or other nominee to vote your shares by following the instructions that the broker or nominee provides to you with these materials. Most

brokers offer voting by mail (with the completion of a voting instruction card), by telephone and the Internet. If you hold shares through a broker or other nominee and wish to vote your shares at the Meeting, you must obtain a legal proxy from your broker or nominee and, present it to the inspector of election with your ballot when you vote at the Meeting.

You have the power and right to revoke the proxy or change your vote at any time before the Meeting. If you are a shareholder of record, you may change or revoke your proxy by filing with the Secretary of the Company (i) a written revocation or (ii) your proxy with a later date than the prior proxy. Furthermore, if you attend the Meeting, you may elect to vote during the Meeting, thereby canceling the proxy. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request at the Meeting.

If you hold your shares through a broker or other nominee, you may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker or other nominee. If you have obtained a legal proxy from your bank, broker or other nominee you may cancel your prior proxy by attending the Meeting and voting in person. Attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request at the Meeting.

All shareholders who held shares of Common Stock at the end of the business day on Friday, March 14, 2025, (the “Record Date”) are entitled to receive notice of and to vote at the Meeting.

Shareholders (or their authorized representatives) and our guests are invited to attend the Meeting.

At the Meeting, the officers named in the proxy card will vote your shares in the manner you requested if you correctly submitted your proxy. If you sign your proxy card and return it without indicating how you would like to vote your shares, your proxy will be voted as our Board recommends, which is:

“FOR” the re-election of each of the nominees for director named in this Proxy Statement (Proposal I); and

“FOR” the approval of the Company’s compensation of the Named Executive Officers as disclosed in the Compensation Discussion and Analysis section and accompanying compensation tables contained in this Proxy Statement (Proposal II).

We know of no other matters to be brought before the Meeting, but if other matters are properly brought up before or at the Meeting, the officers named in your proxy would take action in their judgment in the best interests of our Company and its shareholders, to the extent permitted under the U.S. Securities Laws.

All shareholders who hold shares of Common Stock at the end of the business day on the Record Date are entitled to vote at the Meeting. As of March 14, 2025, there were 15,461,829 shares of Common Stock, par value $0.01 per share (“Common Stock”) outstanding. Each holder of shares of Common Stock is entitled to one vote per share on all matters properly brought before the Meeting. Shareholders are not permitted to cumulate votes for the purpose of electing directors or otherwise.

The holders of a majority of the voting power of the shares of Common Stock outstanding on the Record Date will constitute a quorum at the Meeting. Shares of Common Stock represented in person or by proxy at the Meeting (including shares which abstain, “withhold” authority, or do not vote with respect to one or more of the matters presented at the Meeting) will be tabulated by the Company’s Secretary who will determine whether or not a quorum is present.

The affirmative vote of a majority of the votes cast at the Meeting is required for a Proposal to be approved.

Abstentions will be counted as shares that are present and entitled to vote for purposes of determining the number of shares that are present and entitled to vote with respect to any particular matter but will not be counted as votes cast on such matter. As a result, once a quorum is established, abstentions will have no effect on such matters.

If a broker holding stock in “street name” indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter. Each of the proposals to be voted on at the Meeting is a non-routine matter. Consequently, without your voting instructions, your brokerage firm cannot vote your shares on any of the proposals. These unvoted shares, called “broker non-votes,” refer to shares held by brokers who have not received voting instructions from their clients and who do not have discretionary authority to vote on non-routine matters. Accordingly, a “broker non-vote” may affect establishment of a quorum, but, once a quorum is established, will have no effect on the voting on such matters.

There are no rights of appraisal or similar dissenter’s rights with respect to any matter to be acted upon pursuant to this Proxy Statement.

The Company will announce preliminary or final voting results at the Meeting and publish final results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) within four business days of the completion of the Meeting.

The following information is based upon filings made by the persons or entities identified below with the SEC. Except as set forth below, as of the close of business on March 14, 2025, no person or entity was known to us to beneficially own more than 5% of the outstanding Common Stock.

NHC currently has a seven-person Board. As disclosed on a Current Report on Form 8-K filed with the SEC on July 11, 2024, Ernest G. Burgess retired from the Board effective July 31, 2024. On November 7, 2024, W. Andrew Adams notified the Company of his intent to retire from the Board effective at the conclusion of the 2025 Annual Meeting, which was subsequently disclosed on a Current Report on Form 8-K filed with the SEC on November 13, 2024. Directors each serve a three-year term (except that directors appointed or elected to fill a vacancy may serve a shorter initial term) and may be removed from office for cause only. The following table gives information about our directors:

J. Paul Abernathy, M.D. (Independent Director) joined the Board in 2003 and is a retired board-certified general surgeon. He was in private practice at Murfreesboro Medical Clinic from 1971 until retirement in 1995. Previously, he served as a general practice physician for Hazard Memorial Hospital in Hazard, Kentucky. Lt. Col. Abernathy additionally served as a flight surgeon for the Homestead Air Force Base in Florida and Chief of Surgery for the United States Air Force at Keesler Air Force Base in Mississippi. Dr. Abernathy twice served as President of the Rutherford County Stones River Academy of Medicine and is a member of the American College of Surgeons. Dr. Abernathy has a B.S. degree from Middle Tennessee State University and an M.D. degree from the University of Tennessee. From his many years as a practicing physician, Dr. Abernathy brings a unique perspective to the Board on physician matters and the business of health care. He currently serves on the Company’s Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee.

Robert G. Adams (Chairman & Independent Director) has served NHC for 51 years - 20 years as Senior Vice President, 11 years as Chief Operating Officer, 5 years as President, 12 years as CEO and 32 years on the Board. He became Chairman of the Board on January 1, 2009 and served as Chief Executive Officer from November 1, 2004 until December 31, 2016. Mr. Adams retired from his position as CEO effective December 31, 2016 but remains non-executive Chairman of the Board. He has extensive long-term health care experience, including serving NHC as a healthcare center administrator and Regional Vice President. Mr. Adams joined the Board of National Health Investors, Inc. (“NHI”) in May 2020. As the former CEO, Mr. Adams provides a valuable perspective regarding the business and strategic direction of the Company and brings his experience in all aspects of the Company’s business to the Board’s deliberations. Mr. Adams has a B.S. degree from Middle Tennessee State University. He also served on the board of National Health Realty, Inc. from December 1997 through October 2007. He is the brother of W. Andrew Adams.

W. Andrew Adams (Independent Director) served NHC as a full-time employee and director for 32 years and served as its President and CEO until he resigned those positions in 2004, remaining as Chairman of the Board through 2008. Mr. Adams has announced his retirement effective following the Meeting. At its inception in December 1997, he served National Health Realty, Inc. as President and Chairman of the Board, resigning his position as President in November 2004. Mr. Adams has been President (through February 25, 2009) and CEO (through February 28, 2011) and Director of NHI since its inception in 1991; he retired from the NHI Board effective December 31, 2024. Mr. Adams previously served on the boards of American Health Care Association, National

Council of Health Centers, Assisted Living Concepts, SunTrust Bank, Lipscomb University, Middle Tennessee State University, and the Boy Scouts of America. Mr. Adams’ years of experience in the health care industry are invaluable to the Board along with his thorough financial acumen and leadership skills. He received his B.S. and M.B.A. from Middle Tennessee State University. He is the brother of Robert G. Adams.

Stephen F. Flatt (CEO & Inside Director) was appointed to the Board and named Chief Executive Officer effective January 1, 2017. He joined NHC in June 2005 as Senior Vice President-Development. On January 1, 2009, Mr. Flatt became NHC’s President. He served as the President of Lipscomb University from 1997 through June 2005 and, prior to that, President of Ezell Harding Christian School in Nashville and Vice President of Financial Affairs and Institutional Planning at Lipscomb. Mr. Flatt recently served as Co-Chair of the Council for Post Acute Care (CPAC), as a member of the Board of Governors of the American Health Care Association (AHCA), and the Board of Directors of the Nashville Health Care Council. He currently serves on the Board of Directors of The Community Foundation of Rutherford County, and the Tennessee Business Leadership Council (TBLC), and is a former member of the Board of Directors of the Nashville Health Care Council. In 2013, he was a member of the Council’s inaugural “Health Care Fellows” Program led by former Senate Majority Leader Bill Frist. Also in 2013 he was named one of Middle Tennessee’s “Health-Care Heroes” by the Nashville Business Journal. Mr. Flatt’s role as Chief Executive Officer and his considerable experience in the health care field provides the Board with valued insight and leadership. He received his B.A. degree from David Lipscomb College and his M.S. degree and Ph.D. from George Peabody College of Vanderbilt University.

Emil E. Hassan (Independent Director) joined the Board in April 2004. In 2004, he retired from the position of Senior Vice President of manufacturing, purchasing, quality and logistics for Nissan North America, Inc. while also serving as Chairman and CEO of Distribution and Auto Services (“DAS”), a Nissan affiliate company. Prior to joining Nissan, he was with Ford Motor Co. for twelve years, where he held various management positions in engineering and manufacturing. Mr. Hassan brings to the Board, among other skills and qualifications, years of management and financial experience from his positions with Nissan and Ford Motor Company. He served for 30 years as the chairman of the Business/Education Partnership of Murfreesboro and Rutherford County and sits on the Ascension, St. Thomas Health Board of Directors Quality and Safety Committee. He is a member of the Leadership Rutherford Alumni Association and the Leadership Nashville Alumni Association. He is a former board member of the Federal Reserve Bank of Atlanta, Nashville Branch. Mr. Hassan is Chairman of NHC’s Compensation Committee and also serves on NHC’s Nominating and Corporate Governance Committee and Audit Committee.

Richard F. LaRoche (Independent Director) served NHC for 27 years as Secretary and General Counsel and 14 years as Senior Vice President, retiring from these positions in May 2002. He has served as an NHC Board member since 2002. He has a law degree from Vanderbilt University and an A.B. degree from Dartmouth College. He has previously served on the publicly held boards of National Health Investors, Inc. (1991 through 2008), and National Health Realty, Inc. (1997 through 2007). Mr. LaRoche also served as a director of privately held Lodge Manufacturing Company, was a member of its Compensation and Audit Committees, and was Chair of its Audit Committee (2001-2021). Mr. LaRoche’s long career as former Secretary and General Counsel of the Company, during which time he was responsible for the Company’s finance and development initiatives, provides the Board with invaluable experience in addressing the issues and challenges facing the Company. He serves as the Chairman of NHC’s Nominating and Corporate Governance Committee, and as a member of the Compensation Committee and the Audit Committee.

Sandra Y. Trail (Independent Director) joined the Board in 2022. Ms. Trail has been a licensed practicing attorney for over 35 years as a sole proprietor and since 2018 as a principal in the firm of Trail, Coleman and Stearns, PLLC located in Murfreesboro, Tennessee. In her capacity as an attorney, Ms. Trail has represented businesses, governments, and individuals in a wide variety of transactional matters. Ms. Trail is also a certified public accountant and has worked in the tax and audit departments of two public accounting firms. Ms. Trail earned a B.S. degree in accounting from Middle Tennessee State University and a law degree from the Nashville School of Law. She has served on numerous legal, charitable, governmental and health care boards. She currently serves as a board member of the City of Murfreesboro Tennessee Water Resources Board, World Outreach Church’s Board, Past President’s Council of the Middle Tennessee State University Foundation Board of Trustees, as well as past President of the Leadership Rutherford Alumni Association, a member and past President of the Rutherford/Cannon County Bar Association, and a member and past President of the Murfreesboro Estate Planning Council. Ms. Trail serves as Chair of NHC’s Audit Committee and as a member of the Nominating and Corporate Governance Committee and the Compensation Committee.

Officers serve at the pleasure of the Board. The following table gives information about our executive officers (those not serving on the Board):

Vicki L. Dodson (Senior Vice President, Patient Services) was named Senior Vice President, Patient Services on June 1, 2019. She joined NHC in 1984 and previously held the title of Assistant Vice President, Patient Services since 2017, and, prior to that, served as Electronic Health Record (EHR) Director and Comprehensive Patient Care Software (CPCS) User Analyst. She began her career with NHC as a Home Care staff nurse and then served as a Director of Nursing and Regional Nurse. In 1996, Ms. Dodson came to the corporate office as a clinical user analyst to assist with the development and support of electronic patient assessments. Ms. Dodson earned her Bachelor of Science degree in Nursing from Austin Peay State University. She is a current member of the Tennessee and the American Nurses Associations. She is also a current member of the Clinical Practices Committee for the American Health Care Association, the Nurse Executive Council and the Strategic HealthCare Programs Advisory Board.

B. Anderson Flatt, Sr. (Senior Vice President & Chief Information Officer) brought more than 32 years of experience in health care technology when he joined the Company in 2017, including roles as Senior-Vice President and Chief Information Officer at Corizon Health from 2014-2017, Senior Vice-President and Chief Information Officer at Cigna-Health Spring from 2006-2014, and prior to that, at AIM HealthCare (now a division of Optum). Mr. Flatt serves as board member and Treasurer of Ascend Federal Credit Union, member Ratio Advisory board, Chair Emeritus of Tennessee CIO and Chair of MTSU MSPS Advisory Board. Mr. Flatt is the recipient of the Nashville Technology Council CIO and Volunteer of the Year (2011), Nashville Business Journal Technology Power Leader (2011 and 2012), Healthcare Hero (2014), CIO Award (2015) and Nextiva Top 80 CIOs You Should Know (2020). He holds a B.S. degree in Computer Science from Lipscomb University.

Brian F. Kidd (Senior Vice President & Chief Financial Officer) joined the Company in 2008. On May 31, 2023, Mr. Kidd’s title was changed from Senior Vice President, Controller and Principal Accounting Officer to the title of Chief Financial Officer. Mr. Kidd was the Senior Vice President, Controller and Principal Accounting Officer from January 1, 2017 until May 31, 2023. Prior to 2017, Mr. Kidd also served as Vice President of Financial Reporting and Director of Financial Reporting prior to the above roles. His responsibilities at NHC include overseeing all aspects of the Company’s overall financial management. These duties include all aspects of internal and external financial reporting, treasury and cash management operations, healthcare reimbursement compliance, income and indirect tax compliance, as well as Sarbanes-Oxley requirements for NHC. He is active in the community and currently serves on the boards of the Middle Tennessee State University Foundation Board of Trustees, Middle Tennessee State University Accounting Advisory Board, Murfreesboro Water Resources Board, First National Bank of Middle Tennessee, Providence Christian Academy Board of Trustees, and the One Hundred Club of Rutherford County, Inc. Prior to joining NHC, Mr. Kidd was in public accounting for 10 years. Mr. Kidd is a Certified Public Accountant and received his B.S. in Accounting from Middle Tennessee State University in 1998.

Josh A. McCreary (Senior Vice President, General Counsel & Secretary) joined the Company in 2019 as Senior Vice President, General Counsel, and Secretary. Prior to joining NHC, Mr. McCreary practiced law for 20 years at Hudson, Reed & McCreary, PLLC. In private practice, he regularly counseled and represented businesses, governments, and individuals in a wide variety of transactional, compliance, and litigation matters. As part of his private practice, he also served as the County Attorney for Rutherford County, Tennessee from 2016-2019. Mr. McCreary received his J.D. Magna Cum Laude from the University of Tennessee where he also served as an editor on the Tennessee Law Review. He received his B.A. degree from Lipscomb University. Mr. McCreary serves on several non-profit boards, including Barnabas Vision, Inc., Journeys in Community Living, Inc., and the Burgess Family Foundation.

Timothy J. Shelly (Senior Vice President, Operations) was named Senior Vice President of Operations for NHC in August 2024. Mr. Shelly served as Regional Vice President for the Metro Nashville Region from 2014-2024 and prior to that was the Executive Director of Richland Place, a 107-bed health care center, 24-unit assisted living and 137-unit independent living center located in Nashville, Tennessee. Mr. Shelly was honored to receive awards for NHC’s Administrator of the Year for 2002 and Center of the Year in 2010. He has been with NHC since 1992 and is a graduate of the NHC Administrator in Training Program. Mr. Shelly earned his B.B.A. from Belmont University in Nashville, Tennessee.

R. Michael Ussery (President and Chief Operating Officer) has been with the Company since 1980. On January 1, 2009, Mr. Ussery was appointed Chief Operating Officer and on January 1, 2017 he was appointed President of NHC. During his tenure with NHC he has served as Senior Vice President-Operations, Senior Vice President-Central Region, Regional Vice President, and Administrator in multiple locations. Mr. Ussery also won the top honor of Administrator of the Year in 1989. He was promoted to Senior Vice President, Operations in early January 2005. Mr. Ussery has a B.B.A. from The University of Notre Dame and an M.B.A. from Middle Tennessee State University.

The Board held five meetings during 2024. Each director attended at least 75% of the total number of meetings of the Board and each Committee on which such director served in 2024. The Company strongly urges, but does not require, directors to attend the Meeting of the shareholders. At the 2024 annual meeting of the shareholders, all then current directors were in attendance. The NYSE American listing rules require that a majority of the Board be comprised of independent directors. The Board has determined that all directors, except Mr. Flatt, are independent directors according to Section 802A of the NYSE American Company Guide. 

Historically we followed the traditional board leadership model – with our Chief Executive Officer also serving as Chairman of our Board. However, effective December 31, 2016, Mr. Robert Adams retired as Chief Executive Officer but remains as the non-executive Chairman of our Board. As our Chairman, Mr. Robert Adams is charged with presiding over all meetings of the Board of Directors and our shareholders and providing advice and counsel to the CEO and our Company’s other officers regarding our business and operations. With 50 years of experience with NHC, including 12 as the CEO and 31 years on the Board, Mr. Adams is well positioned to provide our CEO with guidance, advice and counsel regarding our Company business, operations and strategy. We believe that having Mr. Adams as Chairman allows us to continue to draw upon his extensive knowledge of the healthcare industry. Our customers, suppliers and other business partners have always viewed Mr. Robert Adams as a visionary leader in our industry, and we believe that having him remain as the Chairman of the Board even though he has retired as the CEO is good for our business. Accordingly, we believe that having separate Chairman and CEO positions is currently the best governance model for our Company and our shareholders.

Our Board committees, each comprised solely of independent directors and each with a separate chair, are the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee (the “Nominating Committee”). During 2024, Dr. Abernathy, Mr. Hassan, Mr. LaRoche, Ms. Trail, and Mr. Burgess, through his retirement on July 31, 2024, served on each of the Audit Committee, Compensation Committee, and Nominating Committee. At its meeting on May 9, 2024, and as provided by the Corporate Governance Guidelines and the applicable committee charters, the Board elected Sandra Y. Trail as Chair of the Audit Committee, Emil E. Hassan as Chair of the Compensation Committee, and Richard F. LaRoche as Chair of the Nominating and Corporate Governance Committee. The Audit Committee oversees the accounting and financial reporting processes, as well as legal and compliance matters and some aspects of the Company’s risk management processes. The Compensation Committee oversees the annual performance evaluation of our CEO and other top executives, and, along with the full Board, is also responsible for overseeing succession planning. The Nominating Committee monitors matters such as the composition of the Board and its committees, Board performance and “best practices” in corporate governance.

Our Board’s Audit Committee is responsible for overseeing the risk management function of the Board. As part of this function, the Audit Committee has appointed a Certification Committee comprised of the Company’s Compliance Officer, Chairman of the Audit Committee, Director of Internal Audit, Chief Financial Officer, General Counsel, and the Chief Information Officer, to meet quarterly with a designated member of the Board’s Audit Committee, who serves as Chair of the Committee. In 2024, NHC’s Certification Committee met four times. These officers meet with the designated Audit Committee representative separately, as needed, and then jointly to report on risk related matters and to ensure proper communication between senior management, the Audit Committee and the full Board. While the Audit Committee discharges this responsibility, our entire Board is also actively involved in overseeing risk management. For example, at each of its meetings, the Board receives a report from the Chair of the Audit Committee and discusses risks that we are currently facing. In addition, each of our Board committees considers the risks within its area of responsibilities. For example, our Compensation Committee considers risks that may be implicated by our executive compensation programs and, consistent with NYSE American Listing Standards, our Audit Committee considers the impact of risk on our financial position and the adequacy of our risk-related internal controls.

Our directors bring a broad range of leadership experience to the boardroom and regularly contribute to thoughtful discussion involved in effectively overseeing the business and affairs of the Company. We believe the atmosphere of our Board is collegial, that all Board members are well engaged in their responsibilities, and that all Board members express their views and consider the opinions expressed by other directors.

On an annual basis, as part of our governance review and succession planning, the Board (led by the Nominating Committee) evaluates our leadership structure to ensure that it remains the optimal structure for our Company and our shareholders. We recognize that different board leadership structures may be appropriate for companies with

different histories and cultures, as well as companies with varying sizes and performance characteristics. The Board is comprised of experienced independent directors, the Board committees are led by independent directors and the independent directors hold regular meetings in executive session which we believe remains the optimal structure for our Company and our shareholders.

The Board publishes the charters of the Audit Committee, Compensation Committee and Nominating Committee on NHC’s website at www.nhccare.com. Each committee is submitting a report in this Proxy Statement. Each committee adopted its respective charter, as amended, which provides that the Board and/or each committee elects a chairman. These committee meetings serve as the vehicle for regularly scheduled executive sessions of the non-management directors. Each committee’s chairman serves as the presiding officer at committee meetings.

The Audit Committee has adopted procedures to receive and address complaints regarding accounting, internal control, and auditing issues. The Board has adopted the NHC Code of Ethics & Business Conduct and the NHC Valuesline, each of which are available on the Company’s website (under the tab labeled “Investor Relations”) and described in this Proxy Statement on pages 34-35. The Board has also adopted NHC Corporate Governance Guidelines, which have been posted to the Company website.

Finally, we note that the Board has found that Audit Committee member Richard F. LaRoche and Chairman Sandra Y. Trail both meet the SEC definition of audit committee financial expert, and meet the NYSE American definition of an independent director.

NHC is committed to supporting a sustainable future through our business practices, the social impacts of our operations, and caring about the environment.

The health and safety of our employees (we call our “Partners”) is our highest priority. We provide our full-time Partners an opportunity to participate in benefit programs, including health insurance, vision, dental, life insurance and a 401(k) plan. As part of the Company’s commitment to its patients and Partners, we have a “Better Way Program.” Our Partners gather daily across our footprint to review one of twenty “Better Way Promises” that promote Partner satisfaction and engagement, as well as patient well-being. We also focus on safety training in order to maintain a safe work environment and minimize work-related injury. When the COVID-19 pandemic began, we ensured and continue to ensure that our Partners have access to appropriate personal protective equipment needed in order to protect themselves. We continue to monitor and adjust our response to COVID-19 and other work-related threats as circumstances and regulations require.

As of December 31, 2024, none of our Partners were represented by a collective bargaining agreement. We believe relations with our Partners have been and remain good. Our Partners are guided by NHC’s Code of Conduct and they take pride in their work. NHC supports a workplace culture that values diversity and promotes inclusion.

We have a long and proud history of investing in the communities where we live and work. Through the National Health Foundation (the “Foundation”) and The Foundation for Geriatric Education (“TFGE”) we give back by providing grants to nonprofits and tuition reimbursement to Partners to further their education in the field of geriatrics. We also have a Compassion Fund which is used to help support Partners in times of need. Many of our Partners make a positive impact in the communities in which they live by donating their time and talent by volunteering and serving on boards of charitable organizations.

We are working diligently to minimize our effect on the environment by conserving energy and protecting our natural resources. We are focusing on being more energy efficient and reducing our water use and wastewater discharges while continuing to provide a healthy environment for our patients, Partners and visitors. We are committed to adhering to applicable federal, state and local environmental regulations. Our goal is to minimize environmental risks to our patients and in the communities in which we operate.

We have partnered with a company to study and identify areas on our properties that would benefit from lighting upgrades as part of our efforts to reduce energy consumption. Through recycling programs, we are working to reduce

the amount of waste sent to landfills. Our electronic waste is recycled through a zero-landfill recycling company. The Company has started using Direct Supply’s TELS building management software. TELS is utilized, in part, to manage and track the useful life of major building assets, which creates efficiencies through sound maintenance and replacement practices.

At its meeting on February 13, 2020, the Board adopted a policy that prohibits officers and directors, or any of their designees, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities (i) granted to our officers or directors as part of their compensation; or (ii) held, directly or indirectly, by our officers or directors. The prohibition against hedging was continued in the Amended and Restated NHC Insider Trading Policy adopted on November 7, 2024.

The Board has always been and remains committed to a distinctive Board composition and has taken several material steps toward this in recent years.

At a meeting of the Nominating Committee on August 6, 2020, the Nominating Committee considered and ultimately recommended to the Board amendments to the Nominating and Corporate Governance Committee Charter to more directly address Board composition, including, but not limited to, race, ethnicity, gender, and age. The Nominating Committee also considered Corporate Governance Guidelines for the Company, which states that race, gender, ethnicity, and age are to be considered when evaluating Board candidates and Board composition. The Board can also consider other relevant qualifications, such as distinctiveness of experience and thought, an understanding of the healthcare industry, public company leadership, finance, and accounting, among other relevant factors. The Nominating Committee recommended approval and adoption of the Corporate Governance Guidelines and an Amended and Restated Nominating and Corporate Governance Committee Charter to the Board. The Board approved both documents effective August 15, 2020. Both the Amended and Restated Nominating and Corporate Governance Committee Charter and Corporate Governance Guidelines are posted on the Company website at www.nhccare.com under the “corporate governance” tab under “investor relations.”

The Board of Directors adopted the Amended and Restated NHC Insider Trading Policy at its regularly scheduled meeting on November 7, 2024, which sets forth the Company’s policies and procedures designed to prohibit unlawful trading, hedging transactions and related practices. Specifically, the Company’s employees, officers and directors are prohibited from trading in the Company’s securities while in possession of material non-public information. In addition, officers, directors, and certain employees and are also subject to routine and non-routine blackout periods during which times trading in our securities is not permitted. A copy of the policy was filed as an Exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Pursuant to the requirements of Section 811 of the NYSE-American Company Manual which requires that reporting companies adopt a Compensation Recoupment Policy, the Board of Directors adopted a Compensation Recoupment “Clawback” Policy at its regularly scheduled meeting on November 2, 2023. A copy of the policy was filed as an exhibit to the Company’s Annual Report on Form 10-K of the year ended December 31, 2023.

The Company Board of Directors takes seriously both the responsibility to guard against cyber security threats and its compliance with the SEC Cyber Security regulations adopted on July 26, 2023. The Board of Directors receives an annual cyber security update from the Chief Information Officer (CIO) and Chief Information Security Officer (CISO) and, accordingly, received its customary detailed briefing from the CIO and CISO at its August 8, 2024 meeting.

At its November 2, 2023 meeting, the Board determined that the CIO will report relevant information regarding cyber security threats and risks to the Certification Committee, which meets quarterly and is chaired by a designee

of the Audit Committee and is discussed further on page 11 of this Proxy Statement. The Chairman will then elevate any matters of significance, as warranted, to the full Audit Committee. The Audit Committee can then further elevate matters to the full Board of Directors, as necessary or required.

The Company has adopted processes to identify, assess, and manage material risks from cyber security threats. It has also adopted processes to evaluate material effects, or reasonably likely material effects, of risks from cyber security threats and previous cyber security incidents. The Company has adopted processes to assess and evaluate the necessity of any material disclosures required on Form 8-K.

The Company’s CIO has more than 40 years’ experience in information technology and cyber matters in healthcare. The Company’s CISO has 27 years in cyber security matters and has served as the Company’s CISO for 7 years. The Company has an Incident Response Planning Committee who will meet, as necessary, to address, identify, and manage any material cyber security threats. The Company also has a crisis team consisting of the Compliance Officer, General Counsel, Chief Financial Officer, Human Resources Officer, Facilities Management Administrator, and the Network Systems Administrator, which will be engaged if an event poses a significant risk to the Company.

The Company and the Board of Directors are committed to remaining updated on evolving cyber security regulations and best practices, as well as the development and amendment of processes to meet these changing demands.

The Nominating Committee’s responsibilities include providing assistance to the Board in identifying and recommending candidates qualified to serve as directors of the Company; to review the composition of the Board; to develop, review and recommend governance policies and principles for the Company; and to review periodically the performance of the Board. The process followed by the Nominating Committee is to identify qualified individuals for Board membership and recommend them to the full Board for consideration. This includes all potential candidates, whether initially recommended from management, other Board members or shareholders of the Company. Nominations by shareholders should be sent to National HealthCare Corporation, 100 E. Vine Street, Suite 1400, Murfreesboro, Tennessee 37130, Attn: Nominating and Corporate Governance Committee. Any such nominations by shareholders shall include the candidate’s name, together with appropriate biographical information of the candidate and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 3% of the Company’s Common Stock for at least three years as of the date the recommendation is made. If the appropriate biographical information is provided on a timely basis, the Nominating Committee will evaluate shareholder recommended candidates by following substantially the same process, and applying the same criteria, as it follows for candidates submitted by others.

On August 6, 2020, the Nominating Committee approved an Amended and Restated Charter to more directly address composition criteria for Board candidate selections. In determining whether to recommend a candidate for the Board’s consideration, the Nominating Committee looks at various criteria including diversity, independence, experience, expertise, skills and an understanding of the health care industry, finance and accounting. The Nominating Committee’s evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinion, perspectives and backgrounds on the Board. The principal qualification of a director is the ability to act successfully on the shareholders’ behalf. The Nominating Committee then evaluates each nominee and does an internal rank ordering. Because of their experience with the Company, existing Board members are automatically considered by the Nominating Committee for re-election. The Company believes that the collective experience and qualifications of the directors should provide a variety of understanding and abilities that will allow the Board to fulfill its responsibilities. The Company has not paid a fee to any third party to identify, evaluate or assist in identifying or evaluating potential nominees.

The Nominating Committee met on February 8, 2024, as reported in last year’s proxy statement, and on August 8 and November 7, 2024. The Nominating Committee also met on February 13, 2025, which resulted in the nominations of Stephen F. Flatt, Richard F. LaRoche, and Sandra Y. Trail for re-election to the Board at this Meeting.

Submitted by the National HealthCare Corporation Nominating and Corporate Governance Committee.

The Audit Committee met four times during the fiscal year ended December 31, 2024, and has filed the following report. The Audit Committee engaged Ernst and Young, LLP (“EY”) for the quarterly reviews and the December 31, 2024 audit.

The Company and EY executed an audit engagement letter on May 21, 2009, and EY was engaged as the Company’s independent registered public accounting firm on May 21, 2009. The Company has executed engagement letters for each subsequent year. In deciding to engage EY, the Audit Committee reviewed auditor independence and existing relationships with EY and concluded that EY has no relationship with the Company that would impair its independence. Representatives of EY will attend the Meeting and will have an opportunity to make a statement if they choose but are not expected to be available to respond to shareholder questions.

During the fiscal year ended December 31, 2024, the Audit Committee reviewed the Company’s financial reporting process on behalf of the Board and shareholders. Management has the primary responsibility for the preparation of financial statements in the reporting process. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of NHC’s financial statements with U.S. generally accepted accounting principles, as well as attesting to the effectiveness of NHC’s internal control over financial reporting. The Audit Committee initiated its annual self-assessment evaluation, the senior management assessment, the internal auditor assessment and the external auditor assessment at its February 13, 2025 meeting.

In this context, the Audit Committee has reviewed and discussed with management and the independent registered public accounting firm the audited financial statements, which are included in the materials accompanying this Proxy Statement. It also meets quarterly with the Company’s Section 404 compliance officer and EY. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) and as required by SEC and NYSE American rules. In addition, the Audit Committee has received from the independent registered public accounting firm the written communication required by PCAOB and discussed with them their independence from the Company and its management. The following table represents the amount and types of aggregate fees billed by EY and paid by us for the fiscal years ended December 31, 2023, and December 31, 2024:

The Audit Committee’s Pre-Approval Procedure requires the Audit Committee to pre-approve any transaction with the Company’s independent registered public accounting firm, which pre-approval was obtained in all applicable cases.

In reliance on the reviews and discussions referred to above and the Amended & Restated Audit Committee Charter and legal requirements applicable for 2024, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements and Section 404 attestation report be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC and distribution to our shareholders.

The members of the Audit Committee are listed below. Each has been determined to be independent and the Chairman to be financially literate pursuant to Section 803B(2)(a)(iii) of the NYSE American Company Guide. The Board has also found that Audit Committee members Richard F. LaRoche and Chairman Sandra Y. Trail meet the SEC definition of an “Audit Committee Financial Expert.”

Submitted by the National HealthCare Corporation Audit Committee.

The Compensation Committee sets the compensation principles for the Company and reviews and establishes the principles for individual compensation levels for the executive officers. The Compensation Committee met twice in 2024, on February 8 and May 9, and once in 2025, on February 13, and informally as needed from time-to-time.

For the annual executive compensation review, management provides the Compensation Committee with benchmark data for base salary and equity awards; additionally, management uses compensation information provided by AON and other available proxy statement information as a source for benchmark data for the executive officers. AON draws data from proxy statements and reports filed with the SEC.

The Company does not have employment agreements with its executive officers. However, the Company does have indemnification agreements with each of its directors and executive officers. The indemnification agreement is a single standard form for each of the Company’s directors and executive officers and supplements and clarifies the Company’s indemnification obligations under its Charter and bylaws. The Company may enter into the indemnification agreement with future directors and executive officers.

The Chief Executive Officer’s compensation is based on his performance in light of the corporate goals and objectives approved by the Compensation Committee. In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Compensation Committee considers the Company’s performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in past years. The Compensation Committee meets with the Chief Executive Officer of the Company to discuss the annual evaluation of the CEO’s performance and the performance of the other Executive Officers.

The Compensation Committee has reviewed the Compensation Discussion & Analysis (“CD&A”) with management and, based on that review, has recommended to the Board that the CD&A be included in this Proxy Statement and incorporated by reference into NHC’s Annual Report on Form 10-K for the year ended December 31, 2024.

Submitted by the National HealthCare Corporation Compensation Committee.

We believe that our Partners (as we call our employees) are the single most important element in our success. We design our compensation program to be as similar as possible for all Partners, irrespective of location, title or responsibilities. The following overview will discuss each element of compensation both as it relates to our Partners generally and specifically to our five named executive officers (“Named Executive Officers”). 

Historically we have designed and continue to implement a compensation program for all Partners with the objective of providing every partner the opportunity to obtain total compensation equal to or higher than individuals in comparable markets or companies providing quality services in long-term health care.

Over time our compensation plan has created elements of compensation for Executive Officers in three broad areas: first, current cash compensation; second, equity-related compensation to allow Partners to participate in the growth and performance of the Company; and third, post-employment compensation. Fringe benefits, while not a significant element of our compensation program, are also discussed. The Company’s advisory say-on-pay proposal, which is presented as Proposal II in this Proxy Statement, was approved by over 98% of the votes cast at the 2024 annual meeting of the shareholders, which was the last time the say-on-pay proposal was submitted to our shareholders. The Compensation Committee and the Board had a discussion of the results of such shareholder vote, and given the high level of shareholder support, the Compensation Committee did not materially revise the Company’s compensation policies and decisions relating to the Named Executive Officers as a result of such vote. Consistent with the shareholders’ advisory vote at the 2023 Meeting on the frequency of the “say on pay,” the Board determined at its August 3, 2023 meeting that the Company’s non-binding say-on-pay proposal will be presented to the Shareholders on an annual basis beginning in 2024. Except as discussed below, the bonus plan has remained substantially the same since 2022. The Compensation Committee will continue to consider the outcome of shareholder votes and other shareholder feedback in making future compensation decisions for the Named Executive Officers.

The Compensation Committee approved the 2024 Base Salary for the Named Executive Officers as follows:

Based on our review of publicly available documents of “peer” companies, we believe that base salaries for our Named Executive Officers are less than or comparable with salaries for executive officers at such “peer” companies.

Bonus Compensation. Our Partners, from the hourly workers in the health care centers to the Named Executive Officers, have the opportunity to participate in cash incentive compensation plans. All of our officers, both Named Executive Officers and other executives, have allocated among themselves the responsibility for predetermined annual Company quality and financial objectives and can earn performance bonuses from the Pool described below. The Compensation Committee believes that the emphasis on both quality and financial objectives discourages excessive risk taking and that the Named Executive Officers are not rewarded for taking risks beyond those inherent in the Company’s business.

The bonuses to our Named Executive Officers are typically funded from the “NHC Executive Officer Performance Based Compensation Plan” (the “Bonus Plan”), which has been in operation in one form or another since 1977.

In 2024, the Compensation Committee decided the Bonus Pool would be 5% of pre-tax earnings, excluding unrealized gains and/or losses on marketable securities. Based on the performance of the Company for 2024, the pre-tax earnings, excluding unrealized gains and/or losses on marketable securities was $105,289,176. The Compensation Committee determined there should be a Bonus Pool of $5,264,459.

The CEO recommended allocation of the Bonus Pool among the senior management officers, based on an evaluation of each individual’s performance goals. At least 40% of each individual’s bonus was based on the overall financial performance of the Company. The other 60% of each individual’s bonus was based on performance. Each of the Named Executive Officers, as well as other members of management, agree to a specific performance plan at the beginning of the year for that fiscal year. The performance plan sets out the specific work components to be met. Each performance plan is unique to that specific officer. The level of performance (as detailed by the individual plans) is determined by the CEO with the approval and advice of the Compensation Committee to determine the portion of the final Bonus Pool allocated to him or her. Below is a summary of each plan for the Named Executive Officers.

B. Anderson Flatt. Mr. B. A. Flatt had a performance plan for 2024 based upon achieving specific goals in his area of responsibility and the Company’s overall financial performance. In addition to the 40% based on the financial performance of the Company, the other 60% of his bonus was measured based on (i) enhancing cyber security measures throughout the enterprise, (ii) working with other NHC departments to implement major software projects, (iii) grow centralized management of telecom and managed print services, (iv) create IT interfaces with key third party providers and payors, (v) enhance wireless access and functionality in all NHC healthcare centers, (vi) create and implement a business plan for an IT Managed Services subsidiary of NHC, and (vii) effectively integrate acquisitions into NHC’s infrastructure to ensure cybersecurity and functionality.

Stephen F. Flatt. Mr. Flatt had a performance plan for 2024 based upon the Company’s overall financial performance. The CEO’s corporate goals include, but are not limited to, (i) quality care, (ii) effective management of the Company’s capital structure, (iii) full compliance with internal control requirements, (iv) effective communication with our Board and shareholders, (v) succession planning, (vi) long term growth strategies and opportunities, (vii) overall Company financial performance, and (viii) customer and investor satisfaction. As the CEO, the Compensation Committee evaluated the CEO based on the overall performance of the Company.

Brian F. Kidd. Mr. Kidd had a performance plan for 2024 based upon achieving specific goals in his area of responsibility and the Company’s overall financial performance. In addition to the 40% based on the financial performance of the Company, the other 60% of his bonus was measured based on (i) timely and compliant filing of financial statements with the SEC, (ii) no financial statement restatement issues, (iii) timely and compliant income tax return and cost report filings, (iv) create efficiencies in Operational Accounting Department and (v) improving the Company’s financial condition, profitability and operating cash flows.

Josh A. McCreary. Mr. McCreary had a performance plan for 2024 based upon achieving specific goals in his area of responsibility and the Company’s overall financial performance. In addition to the 40% based on the financial performance of the Company, the other 60% of his bonus was measured based on (i) reducing professional liability suits and costs, (ii) managing and reducing company legal fees, (iii) oversight of public policy initiatives at federal and state levels, (iv) supporting business development, (v) broadening legal support Company-wide, and (vi) implementation of identified legal department projects.

R. Michael Ussery. Mr. Ussery had a performance plan for 2024 based upon achieving specific goals in his area of responsibility and the Company’s overall financial performance. In addition to the 40% based on the financial performance of the Company, the other 60% of his bonus was measured based on (i) clinical quality measured by SNF 5-star and HC 5-star rating and survey results, (ii) customer satisfaction survey results, (iii) workplace satisfaction based on surveys, turnover rates and retention average, (iv) liability insurance improvements, and (v) NHC Institutional Special Needs Plan (ISNP) performance.

As noted above, the Bonus Pool for senior management for 2024 was $5,264,459. Based on all of the foregoing, the Compensation Committee approved the allocation of the Bonus Pool as requested by the CEO. Each individual’s bonus was paid 80% in cash, and 20% in restricted stock. The restricted stock has a three-year vesting period, with one-third of the total shares vesting on the first of January each year. The number of shares of restricted stock issued in March 2025 was calculated based upon the stock price at the close of business on February 8, 2024, which was $90.95. One-third of those shares will vest on January 1, 2026, another third on January 1, 2027, and the final third on January 1, 2028.

As a result, the Compensation Committee recommended to the full Board that the following bonuses be paid under the Bonus Plan to the Named Executive Officers, broken out between restricted stock and cash.

With the approval of the Compensation Committee, our Named Executive Officers may receive discretionary bonuses that are paid in addition to any amount paid from the Bonus Plan. The payments of such bonuses, if any, are recommended at the discretion of the Chief Executive Officer to the Compensation Committee. No such discretionary bonuses were paid for 2024 performance.

The Bonus Plan is designed to reward executive officers and other key employees of the Company. At the conclusion of each fiscal year and after consultation with the CEO, the Board allocates (in accordance with the terms of the Bonus Plan) the Bonus Pool among the Named Executive Officers and, in consultation with management, among other participants. The Compensation Committee recommends, and the Board approves an initial allocation of the amounts earned subject to a final allocation made by the Compensation Committee and ratified by the full Board at the end of the fiscal year. The Committee also considers any stock awards, discretionary bonuses or other compensation paid to our executive officers for that fiscal year.

The Compensation Committee decided to leave the Bonus Plan for 2025 substantially the same as in 2024. In 2025, the Bonus Pool will be calculated as 5% of pre-tax earnings, excluding unrealized gains and/or losses on marketable securities.

Each individual’s bonus will be paid 80% in cash, and 20% in restricted stock. The restricted stock will have a three-year vesting period, with one-third of the total shares vesting each year. The number of restricted stock issued in February 2026 will be calculated based upon the stock price at the close of business on February 13, 2025, which was $103.55. One-third of those shares will vest on January 1, 2027, another third on January 1, 2028, and the final third on January 1, 2029. Each Named Executive Officer will continue to have a performance plan unique to that specific officer. At the conclusion of 2025, the CEO will recommend each individual’s bonus amount to the Compensation Committee based upon: (a) the final amount of the collective Bonus Pool, and (b) each officer’s performance in relation to his or her respective performance plan.

In keeping with our focus on performance compensation, we also believe in the personal responsibility of the Partners to plan for their retirement. To this end, we have long made available a qualified defined contribution plan (the “401(k) Plan”) to all Partners, including our Named Executive Officers. This plan is provided by National Health Corporation. Qualified plans such as the 401(k) Plan carry with them a limit on the amount of compensation that “highly compensated” employees can defer. All of our key employees are considered highly compensated and thus are greatly curtailed in their ability to contribute to the 401(k) Plan. Accordingly, the Company offers its highly compensated employees the opportunity to participate in a non-qualified Key Employee Deferred Compensation Plan (the “Key Employee Plan”) provided by a third party. Both plans offer participants a menu of investment choices. In the 401(k) Plan, the Company matches the partner’s contributions to the plan in an amount equal to 50% of the partner’s contribution up to 2.5% of their total quarterly compensation. The 401(k) Plan has an option of investing in our Common Stock, but the matching contribution is made irrespective of the investment choices by the Partner.

In the Key Employee Plan, the Company will match 15% of a partner’s contribution to the plan only to the extent the partner’s contribution is invested in our stock. All Company contributions are vested when the participant has been in the plan for eight years. All the Company’s Named Executive Officers made contributions from 2024 compensation to the third party provided Key Employee Plan, with the amounts of the Company contribution being disclosed in the Summary Compensation Table and their individual deferrals detailed in the narrative. All of the Named Executive Officers except B. Anderson Flatt and Josh A. McCreary are now 100% vested in any applicable Company match. The Key Employee Plan is not provided by the Company; it is provided by National Health Corporation.

As the Company does not enter into employment agreements with its Named Executive Officers, there are no agreements that provide for payments or benefits due in the event of a termination or change in control of the Company, except as may be provided in the 2020 Equity Incentive Plan.

At December 31, 2024, each of the Named Executive Officers held unvested options and unvested restricted stock. The 2020 Equity Incentive Plan provides that a change in control of the Company (as defined in the applicable plan) shall cause the vesting date of each outstanding option to accelerate. Thus, if such an event had occurred at December 31, 2024, each of the Named Executive Officers would have received the following value based on the number of unvested options and unvested restricted stock that would have vested upon such event multiplied by (i) the difference between the exercise price of such unvested options and $107.56, the closing market price of the Company’s common stock on December 31, 2024 and (ii) $107.56, the closing market price of the Company’s common stock on December 31, 2024 for restricted stock: (i) Mr. S. Flatt $2,000,585; (ii) Mr. Kidd $1,309,834; (iii) Mr. B. Flatt $1,252,328; (iv) Mr. McCreary $1,301,552; and (v) Mr. Ussery $1,817,195.

The following fringe benefits are available to all our managerial Partners, including the Named Executive Officers:

Each of the Named Executive Officers deferred a portion of their 2024 compensation. Mr. B. Anderson Flatt deferred $116,000 of his 2024 compensation under the Key Employee Plan and $6,000 under the 401(k) Plan. Mr. Stephen F. Flatt deferred $114,000 of his 2024 compensation under the Key Employee Plan and $8,622 under the 401(k) Plan. Mr. Kidd deferred $60,000 of his 2024 compensation under the Key Employee Plan and $13,500 under the 401(k) Plan. Mr. McCreary deferred $22,000 of his 2024 compensation under the Key Employee Plan and $13,500 under the 401(k) Plan. Mr. Ussery deferred $177,000 of his 2024 compensation under the Key Employee Plan and $27,000 under the 401(k) Plan.

For additional details on Key Employee Plan, please see the details in the table identified as “2024 Nonqualified Deferred Compensation.”

The graphs below depict the relationship between each of the financial performance measures in the pay versus performance table above and CAP to our CEO and, on average, to our other NEO’s, for each of the five years ended December 31, 2024.

The Company does not offer any pension benefit plans; thus, this table is not utilized.

The Company’s only non-qualified deferred compensation plan has been previously described under the heading “Retirement and Post Employment Compensation” beginning on page 21. The above table indicates the Named Executive Officers that contributed a portion of their 2024 compensation to the plan. The amounts set forth in column (b) in the 2024 Nonqualified Deferred Compensation Table above are included in the Summary Compensation Table in columns (c), (d) or (g) and the amounts set forth in column (c) in the 2024 Nonqualified Deferred Compensation Table above are included in the Summary Compensation Table in column (i). All of the Named Executive Officers deferred a portion of their 2024 bonus or Non-Equity Incentive Plan, which was paid in 2025 but considered 2024 compensation. The Company’s match to deferrals in column (c) reflects matches made in 2024 on sums contributed to the plan during 2024 and for the deferral made in 2025 but considered 2024 compensation.

On August 5, 2015, the SEC adopted new rules implementing the pay ratio disclosure requirement of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). These rules require reporting companies to disclose the ratio of the annual compensation of the company’s median employee to the annual compensation of its principal executive officer.

We determined our median employee based on the bi-weekly payroll ended November 26, 2023. The gross pay for all employees paid on the selected payroll, other than the CEO, were ranked highest to lowest. There has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. The 2024 annualized gross compensation for the median employee selected in this analysis was $35,147, and our CEO’s annual compensation for 2024 was $2,154,574. The ratio of these amounts is 61.3 to one.

There is a great deal of flexibility in how the median employee is identified. Companies are using different approaches that are appropriate for their employee population and compensation programs and are using estimates and assumptions. As a result, the ratios that other companies have calculated may not be comparable to the ratio that we have presented not only because of different businesses or different compensation programs, but because of using different methodologies and assumptions.

Our principles of directors’ compensation are aligned with the overall goals and objectives of overall partner compensation. That is, the directors (as the policy makers for the Company) should be compensated primarily by the quality and financial performance of the Company and only secondarily by cash compensation. Accordingly, director compensation is divided into two components:

For 2024, the Compensation Committee granted to each non-employee director a discretionary cash bonus of $125,000. These bonuses are used by Board members to exercise outstanding options or to purchase Company stock on the open market and thus increase their ownership in the Company. The Company believes that it helps align the directors’ interest with that of the shareholders by encouraging increased stock ownership. The Board annually reviews its total compensation package in light of compensation paid to directors of comparable health care companies and has found its compensation comparable with similar companies. The Board, in its reviews of its total compensation, took the bonuses described above into account when comparing its compensation to the compensation paid to directors of comparable health care companies.

From time to time the Board may form independent committees. These committees are empowered to retain outside advisors and pay themselves additional compensation for their work. Mr. Stephen F. Flatt, as CEO of the Company, receives no compensation for service on the Board. Directors Abernathy, R. Adams, W.A. Adams, Hassan, Trail, and LaRoche each attended four Board meetings in 2024, receiving $3,000 per meeting. Director Burgess, due to his retirement from the Board on July 31, 2024, attended two Board meetings in 2024. Mr. Robert Adams declined any additional payment for acting as non-executive Chairman during 2024.

The Company’s directors do not participate in any other compensation plans or programs of the Company.

During the last completed fiscal year, the Compensation Committee consisted of Messrs. Emil E. Hassan (Chairman), J. Paul Abernathy, Ernest G. Burgess III, Richard F. LaRoche, and Sandra Y. Trail. None of the members of our Compensation Committee were officers or employees of the Company at any time during 2024. Mr. Burgess served as NHC’s Senior Vice President of Operations for 20 years before retiring in 1994 and Mr. LaRoche served 27 years with NHC as Secretary and General Counsel (14 years as Senior Vice President) before retiring in May 2002. None of the members of our Compensation Committee have a relationship requiring disclosure by the Company under Item 404 of Regulation S-K, other than Mr. Burgess whose daughter serves as the administrator of a center in Murfreesboro, Tennessee and whose grand-daughter serves as an administrator of a center in Franklin, TN. During 2024, no executive officer of the Company served as a member of the board of directors or compensation committee of any other entity that had one or more executive officers serving as a member of our Board or Compensation Committee.

We have carefully considered these compensation programs, always taking into account shareholders’ concerns and feel that our programs and the compensation which they produce for not only our Named Executive Officers but also Partners in all areas of the Company and its subsidiaries are vital to our continuing efforts to obtain and retain our Partners and improve our competitive position.

Pursuant to our Charter, the directors are divided into three groups. Each group is elected for a three-year term and only one group is up for election each year. At its February 13, 2025 meeting, the Nominating and Corporate Governance Committee voted to nominate three directors from the current class of directors for re-election to the Board, each to serve a term of three years or until their successors are duly elected and qualified. These currently serving directors are Stephen F. Flatt, Richard F. LaRoche, and Sandra Y. Trail.

In February 2013, the Board amended the Company Bylaws to provide that directors in uncontested elections will be elected by a majority of votes cast. A majority of the votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. If a proxy does not specifically vote against the election of Stephen F. Flatt, Richard F. LaRoche, and Sandra Y. Trail, your proxy holder intends to vote for the election of each to hold office as a director for a term of three years for Stephen F. Flatt, Richard F. LaRoche, and Sandra Y. Trail, in each case until his successor has been duly elected and qualified. If the nominees become unavailable for any reason (which event is not anticipated), the shares represented by the enclosed proxy may (unless such proxy contains instructions to the contrary) be voted for such other person(s) as may be determined by the proxy holder, to the extent permitted under the U.S. Securities Laws.

In accordance with the Bylaws, the Board will nominate for election or re-election as a director only candidates who agree to tender, promptly following their failure to receive the required vote for election or re-election at the next meeting at which they would face election or re-election, an irrevocable resignation that will be effective upon acceptance by the Board. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender the same form of resignation, promptly following their appointment to the Board.

If an incumbent director fails to receive the required vote for re-election, then, within 90 days following certification of the shareholder vote, the Nominating Committee will act to determine whether to accept the director’s resignation and will submit the recommendation for prompt consideration by the Board, and the Board will act on the Nominating Committee’s recommendation. Thereafter, the Board will promptly disclose its decision-making process and decision regarding whether to accept the director’s resignation offer (or the reason(s) for rejecting the resignation offer, if applicable) in a Current Report on Form 8-K furnished to the SEC. Any director who tenders his or her resignation pursuant to this provision of our Bylaws may not participate in the Nominating and Corporate Governance Committee’s recommendation or Board action regarding whether to accept the resignation offer.

In accordance with Section 14A of the Exchange Act, the Company seeks your advisory vote on our executive compensation programs. This proposal, commonly known as a “Say-On-Pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s Named Executive Officers and the philosophies, policies, and practices described in the Company’s proxy statement. The Company asks that you support the compensation of our Named Executive Officers as disclosed in the Compensation Discussion and Analysis section and the accompanying tables contained in this Proxy Statement. Accordingly, the Company is asking its shareholders to vote “FOR” the following resolution at the Meeting:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K in the Company proxy statement for the 2025 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Because your vote is advisory, it will not be binding on the Board or the Company. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation. The Company will conduct this vote annually.

The Company has in the past sought and received approval from shareholders regarding the incentive plans that we use to motivate, retain, and reward our executives. Those incentive plans, including the NHC Executive Officer Performance Based Compensation Plan, 2010 Omnibus Equity Incentive Plan, and 2020 Omnibus Equity Incentive Plan make up a majority of the pay that the Company provides to our executives.

Our Company has had a long-standing tradition of delivering performance results for our shareholders, customers and the community. The executive compensation programs have played a material role in our ability to drive strong financial results and attract and retain a highly experienced, successful team to manage our company.

We believe that our executive compensation programs are structured in the best manner possible to support our company and our business objectives:

Section 16(a) of the Exchange Act as amended requires officers, directors, and persons who own more than 10% of the Company’s equity securities to file statements of changes in beneficial ownership (Forms 4 or 5) with the SEC. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all such forms they file, and they must make such filings with the SEC within two business days of any applicable transaction. The Company reminds all of the officers and directors of this requirement monthly.

To the Company’s knowledge and based on the review of the copies of such forms received by it and monthly statements provided by officers and directors, the Company believes that, except as reported in the 2024 Proxy Statement, during 2024 all filing requirements applicable to its officers, directors, and greater than 10% beneficial owners were filed timely, except for Mr. A. Adams who filed a Form 4 twelve days late and Mr. Shelly who filed a Form 4 thirteen days late.

The following table presents the security ownership of management, showing the ownership of directors, Named Executive Officers and directors and executive officers as a group as of the end of business on March 14, 2025.

NHC employs four persons who are immediate family members of directors and/or executive officers as described in this Proxy Statement under the caption “Directors & Executive Officers of Registrant” and who receive in excess of $120,000 in compensation, including but not limited to, salary and benefits. J. Buckley Winfree is the son-in-law of Robert G. Adams and is the Administrator of AdamsPlace in Murfreesboro, Tennessee, a wholly-owned subsidiary of NHC. Lynn B. Foster is the daughter of Ernest G. Burgess, III and serves as Administrator of NHC HealthCare, Murfreesboro, which is managed by NHC. R. Marshall Ussery is the son of R. Michael Ussery and is the Administrator of NHC Place at the Trace in Nashville, TN, a wholly-owned subsidiary of NHC. Chelsey Norris is the granddaughter of Ernest G. Burgess, III and serves as Administrator of NHC HealthCare, Franklin, a wholly-owned subsidiary of NHC. These administrators are compensated in accordance with the same standards that are applied to administrators at NHC owned, managed or leased nursing facilities. Terry L. Leeman is the son-in-law of Robert G. Adams and is the President of Nutritional Support Services, an affiliate of NHC, located in Knoxville, Tennessee.

In 1991, NHC formed National Health Investors, Inc. (“NHI”) as a wholly-owned subsidiary. The Company then transferred to NHI certain healthcare facilities owned by us and distributed the shares of NHI to NHC’s shareholders. The distribution had the effect of separating NHC and NHI into two independent public companies. As a result of the distribution, all of the outstanding shares of NHI were distributed to the then NHC investors. NHI is listed on the New York Stock Exchange and on December 31, 2024, NHC owned 1,630,642 shares (3.6%) of NHI’s outstanding Common Stock.

As of December 31, 2024, we leased from NHI the real property of 28 skilled nursing facilities, five assisted living centers and three independent living centers under one lease agreement (the “Master Lease”). As part of the Master Lease agreement, we sublease four Florida skilled nursing facilities to a third-party operator. The lease includes base rent plus a percentage rent. 

On January 1, 2007, a 15-year lease extension began which included three additional five-year renewal options. In December 2012, NHC extended the lease agreement through the first of the three additional five-year renewal options, which extended the lease date through 2026. The two additional five-year renewal options on the lease still remain.

Base rent expense under the NHI lease agreements for 2024, 2023, and 2022, was $32,625,000, $34,075,000, and $33,783,000, respectively. Percentage rent was based on a quarterly calculation of revenue increases and is payable on a quarterly basis. Percentage rent expense for 2024, 2023, and 2022 was $6,289,000, $5,549,000, and $3,887,000, respectively. The annual base rent is $32,225,000 for 2025 and $31,975,000 for 2026 with the lease, subject to the extensions addressed above, expiring at December 31, 2026.

Mr. Robert G. Adams is both a director of NHI as well as NHC.

National Health Corporation (“National”), which is wholly-owned by the National Health Corporation Leveraged Employee Stock Ownership Plan (“ESOP”), was formed in 1986 and is NHC’s administrative services affiliate and contractor. Currently, NHC manages five centers for National under a management contract that has been extended until January 1, 2028.

In conjunction with NHC’s management contract, the Company has entered into a line of credit arrangement whereby amounts may be due to or from National from time to time. The maximum loan commitment under the line of credit is $2,000,000. There were no amounts outstanding as of December 31, 2024.

National provides payroll services to NHC and provides employee fringe benefits. We pay to National all the costs of personnel employed for our benefit, as well as an administrative fee equal to 1% of payroll costs. On December 31, 2024, National owned 1,030,887 shares (or approximately 6.7%) of NHC’s outstanding Common Stock. Please refer to Note 18 of the consolidated financial statements set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for more detail regarding NHC’s relationship with National.

The Audit Committee of our Board reviews and evaluates any transaction, arrangement or relationship in which NHC or any of its subsidiaries or affiliates is a participant and the amount involved exceeds $120,000 in which an executive officer, director, director nominee or 5% shareholder (or their immediate family members) (each of whom we refer to as a “related party”) has a direct or indirect material interest.

The Company’s related party policy is in writing and is a part of the Restated Audit Committee Charter which is published on our website. A related party transaction reviewed under the policy will be considered ratified if it is approved by the Audit Committee after full disclosure of the related party’s interest in the transaction. As appropriate for the circumstances, the Audit Committee will review and consider: