🧾 What This Document Is

This is a proxy statement (DEF 14A) for National HealthCare Corporation (NHC). It’s not a financial report—it’s your invitation and instruction guide for voting at the company’s annual shareholder meeting. Think of it as the agenda and ballot for a big company-wide decision day.

Meeting Details: Thursday, May 7, 2026, at 3:30 PM CDT, at NHC’s headquarters in Murfreesboro, Tennessee.

👉 Why it matters: If you own NHC stock, this document tells you what you’re voting on, who’s running the company, and how they’re paid. Your vote counts, even if you can’t attend.

🏢 What The Company Does

👉 In simple terms: NHC operates nursing homes, assisted living communities, and continuing care retirement communities. They provide long-term healthcare services, mainly to seniors. It’s a for-profit company in a highly regulated, people-focused industry.

Key fact: They emphasize a “Better Way Program” for staff and were certified as a “Great Place to Work” in 2023, 2024, and 2025.

💰 Financial Snapshot (from Compensation Section)

While not an earnings report, the proxy reveals key compensation figures:

2025 Bonus Pool: $6.87 million, calculated as 5% of pre-tax earnings (excluding investment gains/losses).
Named Executive Officer 2025 Base Salaries:

Stephen Flatt (CEO): $577,000
Brian Kidd (CFO): $307,000
Anderson Flatt (CIO): $270,000
Josh McCreary (General Counsel): $301,000
R. Michael Ussery (President/COO, retired 2025): $521,000

👉 Why it matters: Executives are paid more for performance. At least 40% of their bonus depends on overall company financial results, discouraging excessive risk-taking.

🚀 Key Moves & Proposals

You’re being asked to vote on two main items:

Re-elect three directors: Emil E. Hassan, Lisa Piercey, M.D., and William A. Adams.
Advisory vote on executive compensation (“Say-on-Pay”).

Board Changes:

The board expanded from 7 to 9 members in February 2026.
Two new independent directors were added: Dr. David R. Gifford (geriatrician, former state health official) and William A. “Andrew” Adams (business president, grandson of NHC’s founder).
R. Michael Ussery retired as President & COO on Dec 31, 2025. CEO Stephen Flatt now holds both roles.

👉 Why it matters: You’re confirming the leadership team and signaling whether you approve of how top executives are paid. The new directors bring healthcare operations and policy expertise.

👥 Board & Governance

Board Leadership: Split model. Robert G. Adams (79) is non-executive Chairman; Stephen F. Flatt (70) is CEO.

Key Committees (all independent directors):

Audit Committee: Chair Sandra Y. Trail. Oversees financial reporting and risk.
Compensation Committee: Chair Emil E. Hassan. Sets executive pay.
Nominating Committee: Chair Richard F. LaRoche. Recommends director candidates.

Major Shareholders (as of March 13, 2026):

BlackRock, Inc.: 11.6%
The Vanguard Group: 9.1%
Morgan Stanley entities: ~13.8% combined
National Health Corporation (ESOP): 6.6%

Governance Highlights:

Has a Compensation Recoupment (“Clawback”) Policy.
Prohibits executives from hedging company stock.
Board receives annual cybersecurity briefings.

👉 Why it matters: Strong, independent oversight is crucial in healthcare. The board’s recent expansion adds fresh expertise in geriatrics and public health.

💸 Executive Compensation Philosophy

NHC’s plan has three parts for all “Partners” (employees), including executives:

Current cash (salary + cash bonus).
Equity (restricted stock to align with shareholders).
Post-employment benefits.

2025 Bonus Structure:

Bonus pool is funded from 5% of pre-tax earnings.
40% of individual bonus = Company financial performance.
60% = Individual performance goals (e.g., cybersecurity, legal cost control, clinical quality).
80% paid in cash, 20% in restricted stock (vesting over 3 years).

2025 Bonuses for Named Officers (Cash + Stock):

Stephen Flatt: $1,280,000 cash + 3,090 restricted shares
Brian Kidd: $624,000 + 1,507 shares
Anderson Flatt: $556,000 + 1,342 shares
Josh McCreary: $604,000 + 1,458 shares
R. Michael Ussery: $1,132,000 + 2,733 unrestricted shares (due to retirement)

👉 Why it matters: Pay is tied to both company health and specific job goals. This aims to reward long-term performance and shareholder alignment, not just short-term wins.

⚖️ Strengths (👍) & Risks (⚠️)

👍 Strengths:

Stable, experienced board with deep healthcare and industry ties.
Performance-based compensation philosophy.
Clear succession planning (CEO transition handled smoothly).
Strong independence on key committees.

⚠️ Risks & Considerations:

Family & legacy ties: The Adams family has multi-generational involvement (Chairman Robert Adams, new director William A. Adams).
Industry headwinds: Long-term care faces regulatory, staffing, and cost pressures.
Concentration of voting power: Several large institutional investors hold significant stakes.

🔮 What’s Next

After the May 7 Meeting:

Voting results will be filed in an 8-K report within 4 business days.
New directors will join the board, and the compensation plan will be advisory-approved (or not).
Management will continue executing strategy under CEO Stephen Flatt, focusing on operational quality and growth.

🧠 The Analogy

Think of NHC like a ship navigating a challenging sea. The annual meeting is when the shareholders (the ship’s owners) check the map, confirm who’s at the helm (the board), and approve the crew’s (executives) reward plan. The ship’s recent upgrades (new directors with fresh skills) are meant to help it handle storms (industry risks) better, while the captain (CEO) now has a consolidated command.

📇 Key Contacts & People

Board Chairman: Robert G. Adams
CEO & President: Stephen F. Flatt
Senior VP, General Counsel & Secretary: Josh A. McCreary (Contact for shareholder list requests: [email protected])
Proxy Solicitation: Broadridge Financial Solutions (Vote by phone: 1-800-690-6903 or online: www.proxyvote.com)
Company Address: 100 E. Vine Street, Murfreesboro, TN 37130
Company Website: www.nhccare.com (for proxy materials and governance documents)

🧩 Final Takeaway

This is a governance and approval meeting. You’re voting to reconstitute the board with new healthcare experts and endorsing the company’s performance-based pay system. It reflects a stable, legacy-driven company adapting its leadership for future challenges in the senior care industry.

NATIONAL HEALTHCARE CORP — DEF 14A Filing