National Healthcare Properties Inc

This advisory (non-binding) Say on Pay proposal asks stockholders to approve the Company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related compensation tables. Management seeks this vote to obtain stockholder feedback on its pay program and to demonstrate alignment between named executive officer (NEO) pay and the Company’s performance and strategic objectives following the Company’s 2024 internalization and subsequent governance reforms. The Company’s compensation program emphasizes pay-for-performance, combining base salary, a formulaic Annual Incentive Program tied to leverage, same-store cash NOI growth and individual performance, and long-term equity incentives split between time-based awards and performance-based RSUs tied to three-year same store cash NOI growth. The CCG Committee points to strong 2025 operating and financial results, balance-sheet actions, and governance enhancements (including de-classification of the board and a clawback policy) as context for recommending approval. Because the vote is advisory, the Board retains discretion but intends to consider the outcome in setting future pay; this is explicitly stated in the proxy. Key governance context includes the internalization (removal of external advisor fees), establishment of stock ownership guidelines, and adoption of incentive structures designed to align management and stockholders. Supporters of the proposal would argue that the structured AIP and LTIP, with capped payouts and peer benchmarking, create clear performance-linked incentives and protect against imprudent risk-taking. Opponents might note that significant equity grant values and severance/change-in-control protections could create upside for executives even in a down market, and that advisory approval does not bind the Board. In short, the proposal is a stockholder feedback mechanism on a compensation framework that management characterizes as market‑aligned, heavily performance‑based, and responsive to recent governance reforms; the Board recommends a FOR vote to affirm its compensation program and to guide future pay decisions.

This advisory Say on Frequency proposal asks holders to indicate whether the advisory Say on Pay vote should be held every one, two, or three years. Management favors an annual (one‑year) frequency, arguing that annual votes provide more regular engagement and feedback on executive pay and are consistent with the Company’s long‑term compensation philosophy and ongoing governance reforms following internalization. An annual vote allows investors to respond promptly to changes in pay design or firm performance, which is relevant given the Company’s recent changes (internalization, new incentive programs and board de‑classification) and ongoing transition toward listed‑company governance practices. Choosing a multi‑year frequency would reduce administrative burden and messaging noise but would delay direct stockholder feedback on future compensation decisions and structural changes to incentive arrangements. The Board’s recommendation for one year is framed as beneficial for transparency and accountability: it ensures management and the CCG Committee receive frequent market signals about investor sentiment toward executive pay. While the outcome is advisory and the Board will take the plurality/majority result under advisement, an annual vote strengthens the linkage between pay decisions and investor preferences. Investor considerations include the tradeoff between engagement frequency and the signal‑to‑noise ratio of votes; proxy advisory firms and institutional investors may have policies favoring annual votes for companies undergoing active governance or compensation changes. In summary, management seeks a one‑year frequency to maintain active investor dialogue and accountability during a period of organizational and compensation program evolution, while acknowledging the advisory nature of the vote.