National Health Investors Inc.

02/26/2024 | Press release | Distributed by Public on 02/26/2024 15:19

Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 26, 2024, National Health Investors, Inc. (the "Company") entered into a Change in Control Severance Agreement (a "CIC Severance Agreement") with each of the Company's named executive officers: D. Eric Mendelsohn, President and Chief Executive Officer; Kristin S. Gaines, Chief Credit Officer; Kevin C. Pasco, Chief Investment Officer; John L. Spaid, Chief Financial Officer; and David L. Travis, Chief Accounting Officer.

Each CIC Severance Agreement provides that, subject to the executive's executing and not revoking a general release of claims and in lieu of any severance under any other agreement or arrangement, in the event the executive's employment is terminated by the Company without "Cause" or by the executive for "Good Reason" within two years following a "Change in Control" or is terminated without "Cause" within 30 days prior to a "Change in Control" (each term, as defined in the CIC Severance Agreement), the executive will be entitled to receive the following: (1) a lump sum cash payment equal to a multiple (2.0 times for Mr. Mendelsohn and 1.5 times for the other executives) of the average of the executive's annual base salary and bonus for the most recent five consecutive calendar years (or, if employed by the Company for less than five calendar years, for such number of full calendar years); (2) a lump sum cash payment equal to the greater of the executive's target annual bonus and annual bonus that would have been earned based on performance through the termination, pro-rated for actual days of service during the performance period; (3) a lump sum cash payment, on an after-tax basis, equal to the full cost of continued COBRA coverage for the executive and the executive's spouse and dependents (as applicable) for 18 months; and (4) accelerated vesting of all equity or equity-based incentive awards subject solely to time-based vesting.

The CIC Severance Agreements include (i) non-competition restrictions during the executive's employment and, if severance benefits are payable pursuant to the CIC Severance Agreement, for 12 months thereafter, and (ii) confidentiality restrictions during the executive's employment and thereafter. In addition, if any payment or benefit pursuant to the CIC Severance Agreement or otherwise would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, then such payments or benefits will be reduced to the largest amount that would not result in such excise tax, if and only if such reduction would result in the executive's receipt of greater net after-tax proceeds.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the CIC Severance Agreements, and is subject to and qualified in its entirety by reference to the complete text of the CIC Severance Agreements, which are attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5.