Institutional Shareholder Services backs nominees for National Health Investors board

On May 12, 2025, in Stamford, Connecticut, Land & Buildings Investment Management, a major stockholder of National Health Investors, Inc. (NHI), announced that Institutional Shareholder Services Inc. (ISS) has recommended that stockholders vote in favor of electing two independent nominees, Jim Hoffmann and Adam Troso, to the NHI Board of Directors. The annual meeting is set for May 21, 2025. This endorsement from ISS follows a similar recommendation from Glass Lewis & Co., indicating a growing concern among proxy advisory firms regarding the current governance of NHI. ISS criticized the board's governance, noting a history of missteps, particularly during Jimmy Jobe's long tenure as chair of the nominating and governance committee, which ended in April 2024. The proxy advisory firm expressed doubts regarding the current board's ability to maintain objectivity and address conflicts of interest related to National Healthcare Corp. (NHC). ISS suggested that a reduction in the board's ties to NHC is essential for improving governance and profitability. They pointed out that connections between board members, such as Robert Adams’ lengthy tenure as NHC's board chair, raise questions about the independence of the board’s oversight. Both proxy advisory firms highlighted that shareholder confidence would be bolstered by making substantive changes to the board to alleviate long-standing governance issues. In a supporting statement, Jonathan Litt, Founder and Chief Investment Officer at Land & Buildings, reinforced the need for independent oversight, accountability, and fresh perspectives within the NHI board. The urgency for these changes is emphasized by the impending vote in less than two weeks, indicating a critical moment for NHI's governance structure and future.