Lisa Piercey
NATIONAL HEALTHCAREAbout Lisa Piercey
Dr. Lisa Piercey was appointed to NHC’s Board on November 6, 2025 as an independent Class 1 director and joined the Audit Committee. She is a board-certified physician and former Tennessee Commissioner of Health, with prior senior operating roles at West Tennessee Healthcare; she is the founder and managing partner of Tristela Capital Partners. The Board determined she is independent; there are no Item 404 related-party transactions, and she will receive standard non‑employee director compensation per the 2025 proxy with a standard indemnification agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Tennessee, Dept. of Health | 14th Commissioner of Health | Not disclosed; service in Governor Bill Lee’s cabinet | Led statewide COVID-19 response; managed $700mm budget and >4,300 employees |
| West Tennessee Healthcare | Executive Vice President (senior operational roles) | Prior to Commissioner role (dates not disclosed) | Clinical and administrative leadership; focus on rural/underserved access to care |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tristela Capital Partners, LLC | Founder & Managing Partner; Chairman of the Board | Since 2023 | Lower middle market healthcare investment firm |
| LTL Healthbreak | Chairman | Not disclosed | Portfolio governance role |
| Lipscomb University | Board member | Not disclosed | Non-profit board service |
| Aspell Recovery Center | Board member | Not disclosed | Non-profit board service |
| TheCo Entrepreneur Center | Board member | Not disclosed | Non-profit board service |
Board Governance
- Appointment and status: Independent Class 1 director effective November 6, 2025; intended nominee for a three‑year term at the 2026 Annual Meeting .
- Committee assignment: Member, Audit Committee .
- Independence: Determined independent under NYSE American rules; no Item 404 related-party interest disclosed .
- Board structure context: Board held five meetings in 2024; all directors met at least 75% attendance; a majority are independent; committees (Audit, Compensation, Nominating & Corporate Governance) are led solely by independent directors and hold executive sessions . Audit Committee charters, governance guidelines, and Code of Ethics are published on NHC’s website .
Fixed Compensation
| Component | Policy/Structure | Amount/Terms | Notes |
|---|---|---|---|
| Meeting fees | Cash per scheduled Board meeting attended | $3,000 per meeting | CEO recommended; set at Board discretion |
| Committee chair fees | Annual cash | Audit Chair $8,000; Compensation Chair $4,000; Nominating Chair $4,000 | Applies to chairs only; Piercey is a member (no chair fee) |
| Other committee fees | Cash | $4,000 for Certification Committee service; $4,000 for Premier Plus Insurance Board service | As applicable |
| Director equity grant | Annual stock option grant to non‑employee directors | 7,500 options at annual meeting; exercise price = closing price that day; 5‑yr term; vests after 1 year; continues in 2025 | Granted on annual meeting date; not typically on mid‑year appointment |
| Discretionary bonus (2024) | Cash bonus to non‑employee directors | $125,000 each in 2024 | Intended to facilitate option exercise/stock purchase; 2025 grant not disclosed |
As a November 2025 appointee, Piercey will follow NHC’s standard non‑employee director program from the 2025 proxy; her specific 2025 cash/equity amounts were not disclosed at appointment .
Performance Compensation
| Equity Element | Grant Mechanism | Vesting | Notes |
|---|---|---|---|
| Director stock options | Granted annually at shareholder meeting to non‑employee directors | 100% vest one year from grant date; 5‑year expiration | 7,500 options per year; exercise price set at grant-date close; program continues in 2025 |
No performance metrics are disclosed for director compensation; director equity awards are service‑based (time vesting) rather than tied to revenue, EBITDA, TSR, or ESG targets .
Other Directorships & Interlocks
| Company | Type | Role | Interlock / Conflicts |
|---|---|---|---|
| Public company boards | Public | None disclosed | No other public company directorships disclosed |
| Tristela Capital portfolio roles | Private | Chairman (Tristela Capital Partners; LTL Healthbreak) | Potential exposure if portfolio engages with NHC or counterparties; no Item 404 transactions disclosed |
Expertise & Qualifications
- Clinical: Board-certified physician (General Pediatrics, Child Abuse Pediatrics) .
- Public health policy: Former state Commissioner overseeing pandemic response and large budget/workforce .
- Operations/finance: EVP roles in a $1.1B not‑for‑profit health system, focus on rural/underserved access .
- Governance: Active in audit oversight as Audit Committee member; multiple non‑profit board roles .
- Note: Audit Committee financial expert designation on NHC’s board is held by Sandra Y. Trail and Richard F. LaRoche; Piercey is not identified as a financial expert in the proxy .
Equity Ownership
| Item | Status | Notes |
|---|---|---|
| Beneficial ownership (NHC) | Not disclosed for Piercey in 2025 proxy | She was appointed after the March 28, 2025 proxy; future filings will reflect holdings |
| Hedging/pledging | Hedging prohibited by policy (Nov 7, 2024 Insider Trading Policy update) | Prohibits officers/directors from hedging company equity; policy on the website and referenced in filings |
| Ownership alignment | Annual option grants to non‑employee directors | Encourages stock ownership; 2024 bonus used to exercise options/purchase stock |
Governance Assessment
- Strengths: Independent appointment with Audit Committee placement; deep clinical/public health and operating experience enhances oversight of care quality, compliance, and risk; no related-party transactions disclosed; compensation aligns with broader director program emphasizing equity ownership .
- Watch items: Piercey’s role leading a healthcare investment firm (Tristela) introduces potential conflict risk if portfolio entities become NHC counterparties; ongoing monitoring of related-party disclosures is warranted though none are present at appointment .
- Alignment/controls: Robust policies include hedging prohibitions, published committee charters, and regular executive sessions; majority‑independent board and active Audit oversight support investor confidence .