National Health Investors Inc.

12/19/2025 | Press release | Distributed by Public on 12/19/2025 05:03

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 December 15, 2025, National Health Investors, Inc. (the "Company") entered into a Change in Control Severance Agreement (a "CIC Severance Agreement") with each of the following named executive officers of the Company: D. Eric Mendelsohn, Kristin S. Gaines, Kevin C. Pascoe, John L. Spaid and David L. Travis (each, an "Executive"). Each of the CIC Severance Agreements is effective as of December 15, 2025 and replaces a previous Change in Control Severance Agreement between the Company and the applicable Executive, dated February 26, 2024.
Each CIC Severance Agreement provides that, subject to the Executive 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 (3.0 times for Mr. Mendelsohn, 2.0 times for Mr. Pascoe and Mr. Spaid and 1.5 times for Ms. Gaines and Mr. Travis) of the average of the executive's annual base salary and bonus for the most recent two consecutive calendar years (or, if employed by the Company for less than two 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) 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) in the case of Messrs. Mendelsohn, Pascoe and Spaid, non-competition restrictions during the Executive's employment and, if severance benefits are payable pursuant to the CIC Severance Agreement, for 12 months thereafter, (ii) non-solicitation of customer and employee restrictions during the Executive's employment and, if severance benefits are payable pursuant to the CIC Severance Agreement, for 12 months thereafter, and (iii) 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 Code, 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 description of the CIC Severance Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the CIC Severance Agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 and 10.5 hereto and the terms of which are incorporated herein by reference.
Exhibit Number Description
10.1
Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and D. Eric Mendelsohn.
10.2
Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and Kristin S. Gaines.
10.3
Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and Kevin C. Pascoe.
10.4
Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and John L. Spaid.
10.5
Change in Control Severance Agreement, dated December 15, 2025, by and between National Health Investors, Inc. and David L. Travis.
104 Cover page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
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