Emil E. Hassan
NATIONAL HEALTHCAREAbout Emil E. Hassan
Emil E. Hassan is an independent director of National HealthCare Corporation, serving since April 2004; he is 78 years old and his current term expires in 2026 . He retired in 2004 as Senior Vice President of manufacturing, purchasing, quality, and logistics for Nissan North America and was Chairman and CEO of Distribution and Auto Services (a Nissan affiliate); previously he spent 12 years in engineering and manufacturing roles at Ford Motor Company, bringing deep operations and financial management expertise to NHC’s board . He currently chairs NHC’s Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees; the Board has determined he is independent under NYSE American guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nissan North America, Inc. | SVP, manufacturing, purchasing, quality & logistics | Through 2004 (retired) | Led large-scale manufacturing, supply chain, and quality operations |
| Distribution and Auto Services (Nissan affiliate) | Chairman & CEO | Through 2004 | Executive leadership of logistics/auto services affiliate |
| Ford Motor Company | Engineering & manufacturing management | 12 years | Operations and engineering leadership |
External Roles
| Organization | Role | Tenure/Notes | Committees |
|---|---|---|---|
| Ascension St. Thomas Health Board of Directors | Director | Ongoing | Quality & Safety Committee; Finance Committee (2024 proxy) |
| Business/Education Partnership of Murfreesboro & Rutherford County | Chairman | 30 years | Education-business engagement |
| Federal Reserve Bank of Atlanta, Nashville Branch | Former board member | Historical | Monetary/financial oversight exposure |
| Leadership Rutherford Alumni Association | Member | Ongoing | Community leadership network |
| Leadership Nashville Alumni Association | Member | Ongoing | Community leadership network |
Board Governance
- Committee assignments: Compensation Committee (Chair since May 9, 2024), Audit Committee (member), Nominating & Corporate Governance Committee (member) . The Board elected committee chairs on May 9, 2024: Hassan (Compensation), Trail (Audit), LaRoche (Nominating) .
- Independence: The Board determined all directors except the CEO are independent under NYSE American Section 802A; Hassan is independent .
- Attendance and engagement: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting . Directors received $3,000 per scheduled Board meeting; Hassan attended four Board meetings in 2024 (fees earned $16,000) reflecting strong engagement .
- Committee activity and frequency: Compensation Committee met twice in 2024 (Feb 8, May 9) and once in 2025 (Feb 13); Hassan submits the Compensation Committee report as Chair . Nominating Committee met on Feb 8, Aug 8, Nov 7, 2024, and Feb 13, 2025 . Audit oversight includes a quarterly Certification Committee process and risk reporting to the Board; independent directors hold executive sessions and committee charters are published on NHC’s website .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned (cash) | $16,000 (4 meetings at $3,000; plus $4,000 Comp Chair) | $16,000 (4 meetings at $3,000; plus $4,000 Comp Chair) |
| Committee Chair Fees Policy | Audit Chair $8,000; Comp Chair $4,000; Nominating Chair $4,000 | Audit Chair $8,000; Comp Chair $4,000; Nominating Chair $4,000 |
| Discretionary Cash Bonus to Directors | $125,000 (intended to exercise options or purchase stock) | $125,000 (intended to exercise options or purchase stock) |
| Meeting Fee Policy | $3,000 per scheduled meeting | $3,000 per scheduled meeting |
Performance Compensation
| Equity Award | Grant Date | Shares/Type | Vesting | Valuation/Fair Value |
|---|---|---|---|---|
| Director option grant (annual) | May 4, 2023 | 7,500 options | Vest one year after grant; 5-year expiration; exercise price at closing price on grant date | $55,876 fair value (ASC 718) |
| Director option grant (annual) | May 9, 2024 | 7,500 options | Vest one year after grant; 5-year expiration; exercise price at closing price on grant date | $117,410 fair value (ASC 718) |
- No director-specific performance metrics are disclosed for equity or cash (director options are time-vested; $125,000 discretionary cash bonus intended to fund option exercises or share purchases to increase ownership) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond NHC |
| Prior public company boards | Former board member, Federal Reserve Bank of Atlanta (Nashville Branch) |
| Interlocks (Comp Committee) | During 2024, Compensation Committee members (including Hassan) were not officers/employees; no interlocks requiring Item 404 disclosure (Burgess family administrators disclosed separately) . During 2023, same conclusion . |
| Related party exposure | Related-party relationships disclosed for other directors/executives; none indicated for Hassan |
Expertise & Qualifications
- Deep operational leadership in manufacturing, purchasing, quality, logistics from Nissan and Ford, bringing supply chain and performance management expertise to NHC .
- Governance and healthcare quality exposure via Ascension St. Thomas Quality & Safety Committee (and Finance Committee per 2024 proxy), supporting oversight of care quality and financial stewardship .
- Community and education leadership (Business/Education Partnership chair for 30 years; Leadership alumni networks), reinforcing stakeholder engagement credentials .
Equity Ownership
| Metric | As of Mar 12, 2024 | As of Mar 14, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 101,095 (includes 35,500 options) | 108,595 (includes 35,500 options) |
| Percent of class | <1% (based on 15,396,850 shares outstanding) | <1% (based on 15,461,829 shares outstanding) |
| Options outstanding | 35,500 (aggregate) | 35,500 (aggregate) |
| Pledged/hedging | No pledging disclosed for Hassan; Hedging prohibited for officers/directors (policy adopted Feb 13, 2020; reaffirmed in Nov 2, 2023 policy) |
Governance Assessment
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Strengths: Independent director with multi-committee roles (Compensation Chair; Audit; Nominating), signaling influence over pay, risk, and board composition; consistent attendance and engagement (fees reflect four scheduled Board meetings; Board reports ≥75% attendance and full annual meeting attendance) . Strong alignment emphasis via annual option grants and recurring $125,000 director bonus explicitly intended to increase share ownership . No Section 16 delinquency reported for Hassan; company reported timely filings for 2024 except for other individuals . Clear governance infrastructure (published charters; independent committee leadership; executive sessions; hedging prohibitions; clawback policy adopted Nov 2, 2023) supports investor confidence .
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Potential risks/RED FLAGS: Discretionary $125,000 cash bonus to all non-employee directors annually (2023 and 2024) increases guaranteed director pay and is unusual relative to peers, even if intended for stock purchases; investors should monitor whether this practice persists and whether ownership increases materially offset cash reliance . Long board tenures and historical affiliations (e.g., Adams family ties and NHI interrelationships) create ecosystem complexity; however, no related-party transactions are disclosed for Hassan specifically . Committee workload concentration (small board, same directors on all three committees) may strain independent oversight, though meetings and processes are documented .
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Signals to watch: Say-on-pay support historically strong (94% approval in 2023) indicating shareholder confidence in compensation governance; Hassan, as Comp Committee Chair, is central to maintaining that alignment as plan designs evolve . Continued quarterly risk oversight through the Audit Certification Committee and cyber briefings reinforce risk governance where Hassan participates as an Audit member .
Overall, Hassan’s manufacturing and operational background, multi-committee leadership, and independence are positives for board effectiveness. The recurring discretionary director bonus is atypical and warrants monitoring for pay inflation or misalignment despite its stated ownership purpose. **[1047335_0001140361-25-011007_ny20041640x2_def14a.htm:7]** **[1047335_0001140361-25-011007_ny20041640x2_def14a.htm:11]** **[1047335_0001140361-25-011007_ny20041640x2_def14a.htm:33]** **[1047335_0001140361-24-018333_ny20017848x1_def14a.htm:37]**