Activist Investor Land & Buildings Starts New Proxy Fight, This Time With Nhi
Activist investor Land & Buildings has nominated two people to National Health Investors’ (NYSE: NHI) board of directors as part of a new proxy fight.
The activist shareholder on Wednesday publicized a new letter announcing its intention to nominate Jim Hoffman and Adam Troso to the NHI board of directors.
Hoffman is an alumni of Wellington Management Co., where he served in a variety of positions between 1997 and 2012, including partner, senior vice president, global industry analyst and REIT portfolio manager. He also has served on multiple public and private company boards of directors. Troso is the current CEO and Founder of Next Century Self Storage, a real estate investment company that acquires and turns around self-storage facilities.
Land & Buildings’ nomination stems from what it called “numerous corporate governance issues, interlocking relationships and excessive director tenure that plagued the NHI Board.” Specifically, the investor alleged “myriad conflicts of interests and interconnections between the members of the NHI Board and National HealthCare Corporation.”
Specifically, Land & Buildings noted it had concerns regarding the presence of Robert Adams, Jimmy Jobe and Charlotte Swafford on the NHI board of directors, given their past and current links to National HealthCare Corp. and the fact that NHI is currently negotiating a master lease with the company, representing “the single-greatest source of upside for NHI cash flows and shareholder value,” according to the activist shareholder.
“We believe the combination of long tenure, personal relationships among these directors, their prior employment at NHC and/or significant holdings of NHC, make all three directors conflicted and unsuitable for continued service on the board,” the Land & Buildings letter read.
Land & Buildings also took issue with the fact that the NHI board “chose not to enact term limits or a retirement age, following a promise last year to explore such pro-shareholder proposals.”
“The fact pattern is clear to us: NHI’s Board is focused on doing the bare minimum to appear responsive to shareholders’ interests, not on making meaningful governance improvements that will enhance value and promote accountability,” the Land & Buildings letter reads.
Land & Buildings added it believes NHI could acquire upward of $1 billion of senior housing properties over the next one to two years.
“We are excited about this opportunity but deeply concerned by the lack of real estate and capital markets expertise on the board to properly evaluate such large scale of transactions,” the letter reads.
The move comes a few years after the activist shareholder initiated a proxy fight with Ventas (NYSE: VTR) wherein it nominated Founder and Chief Investment Officer Jonathan Litt to the Chicago-based real estate investment trust’s (REIT) board of directors. Land & Buildings subsequently withdrew its nomination about a month later after discussions with the REIT and in 2024 inked a mutual cooperation agreement with Ventas in conjunction with the appointment of Theodore Bigman and Joe V. Rodriguez, Jr. to the company’s board of directors.
Land & Buildings also took aim at Brookdale Senior Living (NYSE: BKD) in 2018 and later started a similar proxy fight in 2019 when it nominated Jay Flaherty, former CEO of real estate investment trust HCP, to the Brookdale board. Land & Buildings also ultimately withdrew its nomination.
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