National Health Investors (NHI) details CFO transition and pay terms
Rhea-AI Filing Summary
National Health Investors, Inc. announced a planned chief financial officer transition. John L. Spaid, Executive Vice President of Finance, Chief Financial Officer and Treasurer, will retire effective July 1, 2026, and his retirement is stated not to result from any disagreement with the company.
Todd Siefert, 52, will join as Executive Vice President Corporate Finance on June 1, 2026 and become Chief Financial Officer upon Mr. Spaid’s retirement. Siefert brings more than 25 years of corporate finance and capital markets experience, including senior roles at publicly traded REITs and responsibility for over $8.0 billion in capital markets transactions.
Siefert’s compensation includes a $500,000 annual base salary, a prorated 2026 cash incentive with a maximum of $490,000, and a prorated 2026 equity award with an aggregate target value of $437,500, split equally between time-based restricted stock and performance-based restricted stock units. He will also receive a $100,000 signing bonus and a one-time option grant for 50,000 shares vesting over two years.
A Transition Agreement and General Release with Mr. Spaid provides for vesting of certain restricted stock, continued vesting and exercisability of all outstanding options, medical premium payments through December 31, 2026 if elected, a prorated 2026 bonus, and a six-month non-compete and non-solicitation period following retirement.
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Insights
Planned CFO succession with structured incentives and standard protections.
National Health Investors is implementing an orderly CFO handoff, with John Spaid retiring on July 1, 2026 and Todd Siefert stepping in after a one-month overlap. The company explicitly states Spaid’s retirement is not due to any disagreement, framing this as a normal succession.
Siefert’s package—$500,000 base salary, up to $490,000 2026 cash incentive, and a $437,500 equity target split between time-based and performance-based awards—aligns a large portion of pay with performance. The grant of options over 50,000 shares further ties compensation to equity value.
The Transition Agreement offers Spaid partial accelerated vesting, continued option vesting, medical premiums through December 31, 2026, and a six‑month non‑compete and non‑solicitation. These terms resemble typical senior executive retirement arrangements, suggesting continuity rather than distress, though the real impact on strategy will emerge through future disclosures.
8-K Event Classification
Key Figures
Key Terms
Transition Agreement and General Release regulatory
restricted stock awards financial
performance-based restricted stock units financial
indemnification agreement regulatory
non-compete regulatory
non-solicitation regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What CFO changes did National Health Investors (NHI) announce in this 8-K?
Who is Todd Siefert, the incoming CFO of National Health Investors (NHI)?
What compensation will National Health Investors (NHI) provide to new CFO Todd Siefert?
How does the Transition Agreement benefit retiring CFO John L. Spaid at NHI?
What does the non-compete in John Spaid’s Transition Agreement with NHI require?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
CFO Transition
On April 21, 2026, John L. Spaid notified the Board of Directors (the “Board”) of National Health Investors, Inc. (the “Company”) of his intention to retire from his position as Executive Vice President of Finance, Chief Financial Officer and Treasurer, effective as of July 1, 2026. Mr. Spaid’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On April 20, 2026, Todd Siefert, 52, was appointed as Executive Vice President Corporate Finance, effective June 1, 2026. Upon Mr. Spaid’s retirement, Mr. Siefert will become Chief Financial Officer of the Company.
Mr. Siefert brings more than 25 years of experience in corporate finance, capital markets, treasury management, and investor relations, with deep expertise in publicly traded REITs. Since August 2024, he has served as Chief Financial Officer of Hillsboro Residential, where he oversaw debt and equity financing, financial underwriting, and investor relations for a ground-up multifamily development platform with a pipeline exceeding $275 million. From 2023 to 2024, Mr. Siefert served as a partner at HRP Residential, where he led financial planning, capital markets activities, underwriting, and investor relations for development projects. From 2012 to 2023, Mr. Siefert served as Senior Vice President of Corporate Finance and Treasurer at Ryman Hospitality Properties (NYSE:RHP), a publicly traded REIT with a market capitalization exceeding $6.0 billion, where he led more than $8.0 billion in capital markets transactions spanning syndicated bank facilities, public debt and equity offerings, mergers and acquisitions, and balance sheet restructuring. He began his career with Booz Allen & Hamilton and the U.S. Department of Justice—Antitrust Division. Mr. Siefert has a Bachelor’s degree from the University of Tennessee and a Masters of Business Administration from Vanderbilt University.
Mr. Siefert will participate in the Company’s executive compensation program. He will receive an initial annual base salary of $500,000, and he will be eligible to receive a prorated 2026 annual performance-based cash incentive award with a maximum bonus potential of $490,000 and a prorated 2026 annual equity award with an aggregate target value of $437,500, which will be allocated equally between time-based restricted stock and performance-based restricted stock units. Additionally, in connection with his appointment, Mr. Siefert will receive a one-time signing bonus of $100,000 and a one-time grant of an option to purchase 50,000 shares of the Company’s common stock, subject to vesting over two years.
In connection with Mr. Siefert’s appointment, the Company will enter into an indemnification agreement with Mr. Siefert similar to the indemnification agreement entered into with all other executive officers of the Company.
There are no family relationships between Mr. Siefert and any director or executive officer, and there have been no transactions between Mr. Siefert or any of his immediate family members and the Company or any of its subsidiaries that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
A copy of the press release announcing Mr. Spaid’s retirement and Mr. Siefert’s appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Transition Agreement
On April 21, 2026, the Company entered into a Transition Agreement and General Release (“Transition Agreement”) with Mr. Spaid in connection with Mr. Spaid’s retirement. The benefits and entitlements under the Transition Agreement are subject to Mr. Spaid’s execution and non-revocation of a release of claims in favor of the Company (the “Release”). Pursuant to the Transition Agreement, (i) outstanding unvested restricted stock awards granted to Mr. Spaid before January 1, 2026 will vest in full as of the effective date of the Release, (ii) at the sole discretion of the Company, as determined by the Compensation Committee of the Board, either (x) one-sixth of the unvested restricted stock awards granted to Mr. Spaid on or after January 1, 2026 will vest in full as of the effective date of the Release and the remainder of such awards will be automatically and immediately forfeited, or (y) Mr. Spaid will receive a cash payment equal to the value of one-sixth of the unvested restricted stock awards granted to Mr. Spaid on or after January 1, 2026 as of the date of Mr. Spaid’s separation from the Company, payable on the effective date of the Release, and (iii) all of Mr. Spaid’s outstanding options will continue to vest and remain exercisable as regularly scheduled. In addition, the Transition Agreement provides that Mr. Spaid will receive payments of medical premiums, if elected, until December 31, 2026, and will remain eligible for a prorated 2026 annual bonus. The Transition Agreement also provides that for six months after Mr. Spaid’s retirement date, subject to certain exceptions, Mr. Spaid may not compete with the Company’s business and may not solicit certain Company customers or solicit or recruit specified Company employees or service providers.
The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference in this Item 5.02.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Transition Agreement and General Release, dated as of April 21, 2026, by and between National Health Investors, Inc. and John L. Spaid. | |
| 99.1 | Press Release issued by National Health Investors, Inc. on April 23, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NATIONAL HEALTH INVESTORS, INC. | ||
| By: | /s/ John L. Spaid | |
| Name: | John L. Spaid | |
| Title: | Chief Financial Officer | |
Date: April 23, 2026
Exhibit 99.1
Contact: Dana Hambly, Senior Vice President, Finance
Phone: (615) 890-9100
NHI Announces CFO Succession Plan; John Spaid to Retire, Todd Siefert Named Successor
MURFREESBORO, Tenn.— (April 23, 2026) — National Health Investors, Inc. (NYSE: NHI) announced today that John Spaid, Executive Vice President and Chief Financial Officer, will retire effective July 1, 2026. To support a seamless transition, the Company will appoint Todd Siefert as Executive Vice President Corporate Finance, effective June 1, 2026, and he will succeed Mr. Spaid as Chief Financial Officer upon his retirement.
The Company also announced today that as part of the transition that Dana Hambly has been promoted to Senior Vice President of Finance to assume expanded responsibilities.
“On behalf of the entire NHI community, I congratulate John on his many contributions to our Company,” said Eric Mendelsohn, President and CEO. “Through his leadership and disciplined financial stewardship, NHI has built a strong balance sheet and is well-positioned to capitalize on future growth opportunities. We thank John for his dedication and lasting impact, and we wish him the very best in his retirement.”
“It has been a privilege to serve NHI over the past decade,” said Mr. Spaid. “I’m proud of the financial and accounting platforms we’ve built. The Company’s public equity and debt facilities are well-positioned to provide future capital to the Company as it executes its long-term strategy. I look forward to NHI’s continued success.”
Mr. Siefert brings more than 25 years of experience in corporate finance, capital markets, treasury management, and investor relations, with deep expertise in publicly traded REITs. He most recently served as Chief Financial Officer of Hillsboro Residential, where he oversaw debt and equity financing, financial underwriting, and investor relations for a ground-up multifamily development platform with a pipeline exceeding $275 million.
Prior to that, Mr. Siefert served as Senior Vice President of Corporate Finance and Treasurer at Ryman Hospitality Properties (NYSE: RHP), a publicly traded REIT with a market capitalization exceeding $6.0 billion, where he led more than $8.0 billion in capital markets transactions spanning syndicated bank facilities, public debt and equity offerings, mergers and acquisitions, and balance sheet restructuring. He began his career as a Senior Consultant at Booz Allen & Hamilton and as a Merger and Acquisition Analyst at the U.S. Department of Justice — Antitrust Division.
“Todd is a seasoned finance executive with deep real estate and public REIT experience,” added Mr. Mendelsohn, “We believe his leadership and perspective will strengthen our executive team and support NHI’s continued growth.”
About National Health Investors, Inc.
National Health Investors, Inc. (NYSE: NHI), established in 1991 as a Maryland corporation, is a self-managed real estate investment trust (“REIT”). The Company owns, leases, operates and finances the development of high-quality real estate properties, focusing on senior housing communities and medical facilities. The Company operates through two reportable segments: Real Estate Investments and SHOP. The Company’s investments in real estate properties include independent living facilities, assisted living facilities, entrance-fee communities, senior living campuses, skilled nursing facilities and hospitals. For more information, visit www.nhireit.com.
Forward-Looking Statement
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Company’s expected future financial positions, results of operations, cash flows, funds from operations, dividend and dividend plans, financing opportunities and plans, capital market transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, acquisition integration, growth opportunities, expected lease income, continued qualification as a REIT, plans and objectives of management for future operations, continued performance improvements, ability to service and refinance debt obligations, ability to finance growth opportunities, and similar statements including, without limitation, those containing words such as “may”, “will”, “should”, “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans”, “projects”, “target”, “likely” and other similar expressions are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, those risks and uncertainties which are described under the heading “Risk Factors” in Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Many of these factors are beyond the control of the Company and its management. The Company assumes no obligation to update any forward-looking statements, except as required by law, and these statements speak only as of the date on which they are made. Investors are urged to carefully review and consider the various disclosures made by the Company in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information in the above referenced Annual Report on Form 10-K. Copies of these filings are available at no cost on the SEC’s web site at https://www.sec.gov or on the Company’s website at www.nhireit.com.