NATIONAL HEALTH INVESTORS INC 8-K

What Happened
National Health Investors, Inc. (NHI) announced that Executive Vice President of Finance, Chief Financial Officer and Treasurer John L. Spaid notified the Board of his intent to retire effective July 1, 2026. The Company appointed Todd Siefert, 52, as Executive Vice President Corporate Finance effective June 1, 2026; Mr. Siefert will become the Company’s Chief Financial Officer upon Mr. Spaid’s retirement. The filing states Mr. Spaid’s retirement is not due to any disagreement with the Company.

Key Details

• John L. Spaid notified the Board on April 21, 2026; his retirement is effective July 1, 2026.
• Todd Siefert appointed June 1, 2026; he has 25+ years of finance and REIT capital-markets experience (CFO at Hillsboro Residential since Aug 2024; SVP Corporate Finance & Treasurer at Ryman Hospitality Properties 2012–2023).
• Siefert compensation: $500,000 initial annual base salary; eligible for a prorated 2026 cash incentive award (max $490,000) and a prorated 2026 equity award (target $437,500, split between time-based restricted stock and performance-based RSUs); $100,000 one-time signing bonus; one-time option to purchase 50,000 shares vesting over two years.
• Transition Agreement with Mr. Spaid (dated April 21, 2026): pre‑2026 unvested restricted stock vests on release; for awards granted on/after Jan 1, 2026, either one‑sixth vests or cash equal to one‑sixth may be paid (Compensation Committee discretion); outstanding options continue to vest and be exercisable; medical premiums paid if elected through Dec 31, 2026; eligible for prorated 2026 bonus; six‑month post‑retirement non‑compete/non‑solicit (subject to exceptions).

Why It Matters
This is a material finance leadership change for NHI: the CFO role will transition from a long-tenured finance executive to a successor with extensive REIT and capital-markets experience, which may support continuity in financing and investor relations. The new CFO’s package includes significant equity and option grants, aligning his incentives with shareholders. The Transition Agreement for the outgoing CFO outlines vesting, continued option rights, benefit continuation, and a limited non‑compete period, which are relevant to near‑term compensation expense and governance disclosures.