Independent
Tenure on this board
22.1 yrs
3 nominees · 2 ballot items.
Proposal 1: Re-elect three directors (Emil E. Hassan, Lisa Piercey, M.D., and William A. Adams); Proposal 2: Advisory (non-binding) approval of executive compensation (say-on-pay).
Re-election of Emil E. Hassan, Lisa Piercey, M.D., and William A. Adams as directors to hold office for three-year terms until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis and related tables.
This management proposal requests an annual, non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy (the so-called 'say-on-pay'). Management frames the proposal as a holistic endorsement of its compensation philosophy, which ties a significant portion of pay to company financial performance and individual performance metrics, with bonuses paid 80% in cash and 20% in restricted stock and long-term equity incentives via option grants. The Board is seeking shareholder approval to validate its pay practices and to continue using the existing incentive structures (including the NHC Executive Officer Performance Based Compensation Plan and the 2020 Omnibus Equity Incentive Plan) that the company says align executives’ interests with long-term shareholder value. Management emphasizes governance safeguards—independent committee oversight, benchmarking to peer practices, and prior high shareholder support (over 96% in 2025)—to justify the program and the Board’s recommendation. The proposal is advisory only and will not be binding, but the Board commits to review shareholder voting results and consider them in future compensation decisions, indicating potential responsiveness to investor feedback. Governance-relevant context includes the Company’s pay-for-performance links (bonus pool defined as 5% of pre-tax earnings) and equity vesting schedules, as well as absence of employment agreements and the presence of clawback and insider trading/hedging policies. A sophisticated evaluation should weigh the strong historical shareholder support and clear performance links reported by management against factors such as the outsized pay realized by executives in high-performance years, the limited detail on peer group selection and comparator positioning, and whether the equity and bonus structures sufficiently address long-term risk-taking incentives. The advisory nature of the vote means shareholders must use it as a signaling mechanism rather than a direct control; management’s commitment to consider the outcome reduces but does not eliminate agency risk.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.5% | 1,324,619 | $212M |
| 2 | Morgan Stanley Institutional Investment Advisors LLC | 6.7% | 1,038,804 | $166M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.8% | 908,775 | $145M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 789,421 | $126M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 549,548 | $88M |
| 6 | FIRST TRUST ADVISORS LP | 3.4% | 530,302 | $85M |
| 7 | STATE STREET CORP | 3.1% | 491,575 | $79M |
| 8 | M Holdings Securities, Inc. | 3.0% | 462,411 | $74M |
| 9 | BlackRock, Inc. | 2.5% | 387,018 | $62M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 2.1% | 335,517 | $54M |
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