National Health Investors : 2024 Supplemental Report 2024 Proxy Statement

Letter from our President and CEO

Dear Fellow Stockholders -

On behalf of our Board of Directors and everyone at NHI, I want to thank you for your continued investment and confidence in the Company as we have transitioned NHI through our portfolio optimization and are now in position to reignite growth through organic and external growth initiatives.

The strategic decisions made in 2020 - 2022 to optimize our portfolio continued to resonate in 2023 through improved performance throughout the Company. Specifically, NHI increased the EBITDARM coverage ratios across all asset classes; granted fewer tenant rent concessions; accelerated and received deferral repayments throughout the year; and improved occupancy and operating margins in the Senior Housing Operating Portfolio ("SHOP").

NHI's financial position continues to be a pillar of strength and positions NHI well to deploy capital for accretive transactions in 2024 and beyond. NHI invested approximately $74 million in 2023 at a weighted average yield of 8.3% without the need to raise equity capital and while maintaining leverage at a prudent 4.5 times net debt-to-adjusted EBITDA. At these leverage levels, NHI is one of the lowest levered healthcare REITs and ranks in the top quartile for low leverage among all REIT asset classes nationally. We believe that this creates a significant strategic advantage as the supply of capital is shrinking just as demand is increasing.

The Board has recently approved several new initiatives for reviewing and improving our Environmental, Social and Governance ("ESG") policies. We recently formed a new ESG Committee that includes direct Board involvement together with Management which will report to the Nominating & Corporate Governance Committee. We have engaged external consultants to lay the foundation for Climate and Environmental sustainability reporting. We are reviewing all our governance policies with the assistance of outside advisors. With the appointment of Tracy Colden as Chairman of Nominating & Corporate Governance Committee, we are confident we will be improving our overall ESG performance and reporting over the coming year.

We accomplished a great deal in 2023 and concluded the year on a strong note with both third and fourth quarter results exceeding our own internal expectations as well as analyst consensus estimates. We attribute this outperformance to the factors just described and believe this momentum has carried into 2024 and positions NHI to return to growth.

There are multiple factors driving our optimism in the near- and long-term prospects for NHI. Our multipronged organic growth opportunity in both the leased portfolio and SHOP is as strong as ever; the investment and lending environments are very favorable for well-capitalized, low levered capital providers like NHI; and the industry supply-demand balance is beginning to lean in our favor due to a lack of new construction. To conclude, NHI is poised to capitalize on several opportunities in what we expect to be several years of exceptional growth.

We are pleased to present the 2024 NHI Proxy and invite you to join our Annual Stockholder Meeting either virtually or in person on May 22, 2024. We appreciate your support and investment in NHI and we look forward to updating you regularly on our progress.

Best,

Eric Mendelsohn

President and Chief Executive Officer

222 Robert Rose Drive

Murfreesboro, TN 37129

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

We cordially invite you to attend the 2024 Annual Meeting of Stockholders of National Health Investors, Inc. ("NHI" or the "Company"). The annual meeting will be held both virtually at www.virtualshareholdermeeting.com/NHI2024 and in person at The View at Fountains, 1500 Medical Center Parkway, Suite 1D, Murfreesboro, Tennessee 37129 on Wednesday, May 22, 2024, at 1:00 pm CDT, for the following purposes:

1. To re-elect three directors, D. Eric Mendelsohn, Charlotte A. Swafford and Robert T. Webb, each of whom are current directors of the Company;
2. To approve, on an advisory basis, the compensation paid to our named executive officers;
3. To ratify the Audit Committee's selection of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
4. To transact such other business as may properly come before the meeting or any continuance or postponement of it.

Stockholders of record as of the close of business on March 28, 2024 are entitled to vote at the annual meeting and any postponement or continuance thereof. Please see page 40 for additional information regarding accessing the meeting and how to vote your shares. You do not need to attend the meeting in order to vote your shares.

Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to attend the annual meeting. You can vote by Internet, by telephone, or by requesting a printed copy of the proxy materials and using the enclosed proxy card.

We appreciate your continued confidence in our Company and look forward to you joining us on May 22, 2024. As always, we encourage you to vote your shares prior to the annual meeting.

By order of the Board of Directors,

/s/ Susan Sidwell Corporate Secretary

Murfreesboro, Tennessee April 4, 2024

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

VIA THE INTERNET IN ADVANCE	BY MAIL
Visit www.proxyvote.com	Sign, date, and return the
	enclosed proxy card or voting
	instruction form.

BY TELEPHONE

Call the telephone number on your proxy card or voting instruction form.

AT THE MEETING

Attend the annual meeting. See page 40 for

additional details on how to attend.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 22, 2024: This Notice of Annual Meeting of Stockholders, the proxy statement, and the 2023 Annual Report to Stockholder are available at www.proxyvote.com.

Table of Contents

	Page
Proxy Summary	1
Meeting Details	1
Voting Matters and Board Recommendations	1
Corporate Sustainability	1
Our Directors	1
We Invest in Relationships, not Just Properties	3
Proposal 1 Election of Directors	3
Our Director Nominees	4
Our Continuing Directors	5
Corporate Governance	9
The Board's Leadership	9
Structure The Board's Oversight	9
of Risk Board and Committee	9
Meetings Director Independence	9
Committees of the Board	9
Corporate Governance Policies	11
Director Compensation	11
Committee Reports	12
Report of the Nominating and Corporate Governance Committee	12
Report of the Audit Committee	12
Report of the Compensation Committee	13
Executive Officers	14
Corporate Sustainability Compensation	15
Discussion and Analysis	16
2023 Highlights	16
Objectives	17
2023 Incentive Plan	18
2024 Incentive Plan	21
2023 Equity Awards	21
Executive Compensation	22
Equity Ownership Requirements	23
Clawback Policy	24
Role of Compensation Committee	24
Tax and Accounting Considerations	24
2023 Compensation Tables	26
Potential Payments upon Termination or Change-in-Control	28
Pay Ratio Disclosure	29

Pay Versus Performance Disclosure	30
Equity Compensation Plan Information	34
Independent Registered Public Accounting Firm Fees and Services	35
Compensation Committee Interlocks and Insider Participation	36
Certain Relationships and Related Party Transactions	36
National HealthCare Corporation	36
Pinnacle Financial Partners	37
Policy Regarding Related Party Transactions	37
Beneficial Ownership	37
Proposal 2 Advisory Vote on Compensation of our Named Executive Officers	38
Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm	39
Voting and Meeting Information	40
Stockholder Communications	43
Additional Information	43
How We Count the Votes	44
Householding	44
Appendix A - Reconciliation of Non-GAAP Financial Measures	45

Proxy Statement

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. Please carefully read the entire proxy statement before voting.

Meeting Details

The accompanying proxy is solicited by the Board of Directors (the "Board") of National Health Investors, Inc. ("NHI" or the "Company") to be voted at the 2024 Annual Meeting of Stockholders (the "Meeting") to be held on Wednesday, May 22, 2024, commencing at 1:00 p.m. CDT and at any continuance or postponement of the Meeting. The Meeting will be held both virtually and in person (a "hybrid meeting"). Stockholders and guests desiring to attend the Meeting in person, can attend at The View at Fountains, 1500 Medical Center Parkway, Suite 1D, Murfreesboro, Tennessee 37129. Stockholders desiring to attend virtually can log in to www.virtualshareholdermeeting.com/NHI2024. Stockholders attending virtually will have two options: You can join as a "Stockholder" or you can join as a "Guest." If you join as a "Stockholder," you must enter the 16-digit control number found on your proxy card or the notice of Internet availability of proxy materials (the "Notice") you received. Once properly admitted to the Meeting, as "Stockholders", all stockholders of record as of March 28, 2024 (the "Record Date") will be able to submit questions and vote their shares by following the instructions that will be available on the virtual meeting platform. An individual interested in attending the Meeting virtually who does not have a control number or who is not a stockholder may attend the Meeting as a guest but will not have the option to ask questions or participate in the vote. Technical support will be available on the virtual meeting platform at www.virtualshareholdermeeting.com/NHI2024 beginning at 12:30 CDT on May 22, 2024. The technical support offered through this service is designed to address difficulty related to the virtual meeting platform. It is recommended that you contact your broker should you be unable to locate your control number. It is anticipated that this proxy statement and the form of proxy card solicited on behalf of our Board will be filed with the Securities and Exchange Commission ("SEC") and an accompanying Notice mailed to our stockholders beginning on April 4, 2024. In this document, the words "we", "our", "ours", and "us" refer to National Health Investors, Inc.

Voting Matters and Board Recommendations

			Board Vote	See
	Voting Matter	Voting Standard	Recommendation	Page
Proposal 1	Election of Directors	Majority of votes cast	For Each Nominee	3
Proposal 2	Advisory Vote on Executive	Majority of votes cast	For	38
Compensation
Proposal 3	Ratification of Independent Registered	Majority of votes cast	For	39
Public Accounting Firm

Corporate Sustainability

We believe that integrating environmental, social and governance, or ESG, initiatives into our strategic business objectives will contribute to our long-term success. Through our sustainability efforts, we seek to incentivize positive change and create value for our stakeholders. See "Corporate Sustainability" beginning on page 15 for more details of our corporate sustainability efforts.

Our Directors

NHI is currently managed by an eight-person Board. A director may be removed from office for cause only. Three of the directors are standing for re-election at the Meeting in accordance with the Company's bylaws (as amended and/or restated to date, the "Bylaws"). The Board believes that each of the director nominees is qualified to serve as a director of NHI and possesses the qualities and skills described in the section of the proxy statement captioned "Proposal 1 - Election of Directors," beginning on page 3.

Name	Age	Director	Position	Expiration
Since	of term
Nominees
D. Eric Mendelsohn	62	2021	Director, President & Chief	2024
Executive Officer
Charlotte A. Swafford	76	2020	Director	2024
Robert T. Webb	79	1991	Director	2024
Continuing Directors
Robert G. Adams	77	2020	Director	2025
James R. Jobe	62	2013	Director	2025
W. Andrew Adams	78	1991	Chairperson of the Board	2026
Tracy M. J. Colden	62	2022	Director	2026
Robert A. McCabe, Jr.	73	2001	Director	2026

The following matrix provides information regarding the members of our Board, including demographic information for, and certain qualifications and experience possessed by, the members of our Board, which our Board believes are relevant to our business and industry and provide a range of viewpoints that are invaluable for our Board's discussions and decision- making processes. In addition, each of our current directors, other than Mr. Mendelsohn, is considered independent by our Board based on the independence standards of the New York Stock Exchange (the "NYSE"). The matrix does not encompass all of the qualifications, experiences or attributes of the members of our Board, and the fact that a particular qualification, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular qualification, experience or attribute with respect to any of the members of our Board does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of qualification and experience listed below may vary among the members of the Board.

Skills and Experience	W. A. Adams	Colden	McCabe	R. Adams	Jobe	Swafford	Webb	Mendelsohn
Public Company	x	x	x	x	x
Board Experience
C-Suite Leadership	x		x	x				x
Financial Literacy/	x	x	x	x	x	x	x	x
Accounting
Healthcare	x			x		x		x
Risk Management/	x	x	x	x	x	x	x	x
Strategic Planning
Corporate		x						x
Governance/Legal
Background
Gender	Male	Female	Male	Male	Male	Female	Male	Male
Race/Ethnicity	White	African/	White	White	White	White	White	White
American
Age	78	62	73	77	62	76	79	62
Tenure (years)	32	2	23	4	10	4	32	3

2

Independence	Board Tenure	Race & Gender
1			2
		3
		4
7	1	6
	Independent		More than 10 yrs			Diverse
		5 -10 yrs
	Non-Independent				Non-Diverse
		Less than 5 yrs

We Invest in Relationships, not Just Properties

Incorporated in 1991, we are a real estate investment trust ("REIT") specializing in sale-leaseback,joint-venture, and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments. Our portfolio consists of independent, assisted and memory care communities, entrance-fee communities, skilled nursing facilities, and a specialty hospital.

PROPOSAL 1- ELECTION OF DIRECTORS

Pursuant to the Company's Articles of Incorporation, the directors have been divided into three classes. Each class is elected for a three-year term and only one group is up for election each year. The Company's Articles of Incorporation and Bylaws provide that the number of directors to be elected by the stockholders shall be at least three and not more than nine, as established by the Board from time to time. In May 2022, the Board expanded the Board from seven to eight members. On February 16, 2024, the Board's Nominating and Corporate Governance Committee recommended, and the full Board nominated, Mr. Mendelsohn, Ms. Swafford and Mr. Webb for re-election to the Board for a three-year term or until their successors are duly elected and qualified. Our director nominees were assessed and chosen in accordance with our Nominating and Corporate Governance Committee's charter. Our Bylaws require that directors be elected by a majority of the votes cast with respect to their election at the Meeting. If your proxy does not specifically instruct the proxy holder to vote against the election of Mr. Mendelsohn, Ms. Swafford and/or Mr. Webb, your proxy holder intends to vote for the election of Mr. Mendelsohn, Ms. Swafford and/or Mr. Webb to hold office as a director for the term described above or until their successor has been duly elected and qualified.

Each nominee has indicated that he or she will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for re-election, but if that happens, your proxy may be voted for another person nominated by the Board or the Board may reduce the number of directors to be elected. If elected at the Meeting, the nominees will hold office until the 2027 Annual Meeting of Stockholders and until their successors have been elected and qualified.

3

Our Director Nominees

D. Eric Mendelsohn

Age 62

Director since 2021

Committees:

None

Background

Mr. Mendelsohn joined NHI in January 2015 as Executive Vice President of Corporate Finance. He was named interim Chief Executive Officer ("CEO") in August 2015 and CEO and President in October 2015. Mr. Mendelsohn became a director in February 2021. He has over 20 years of healthcare real estate and financing experience. Previously, Mr. Mendelsohn was with Emeritus Senior Living for nine years, most recently as a senior vice president of corporate development where he was responsible for the financing and acquisition of assisted living properties, home health care companies, administration of joint venture relationships and executing corporate finance strategies. Prior to Emeritus, Mr. Mendelsohn was with the University of Washington as a transaction officer where he worked on the development, acquisition and financing of research, clinic and medical properties. Prior to that, Mr. Mendelsohn was a practicing transactional attorney, representing lenders and landlords. Mr. Mendelsohn has a Bachelor of Science degree from American University in International Relations, a Juris Doctor degree from Pepperdine University, and a Masters (LLM) in Banking and Finance from Boston University. Mr. Mendelsohn is a member of the Florida and Washington State Bar Associations.

Qualifications

Mr. Mendelsohn is the only management member of the Board and as such the Board concluded that his perspective is important in developing the strategic and operation direction of the Company and thus Mr. Mendelsohn should serve as a director of the Company based on his role as CEO and his executive experience in the senior care industry.

Charlotte A. Swafford

Age 76

Director since 2020

Committees:

Compensation Committee

Audit Committee

Nominating & Corporate Governance Committee

Background

Ms. Swafford joined the Board in May 2020. She served as senior vice president and treasurer of National HealthCare Corporation ("NHC") from 1985 until her retirement on December 31, 2016. She joined NHC in 1973 and served as staff accountant, accounting manager and assistant treasurer. NHC served as the Company's Investment Advisor from 1991 through October 2004, and as a result, Ms. Swafford served as Treasurer of the Company during that period. She has not provided any services to the Company (other than as a director) since October 2004. Ms. Swafford has a Bachelor of Science degree from Tennessee Technological University.

Qualifications

4