Robert G. Adams
NATIONAL HEALTHCAREAbout Robert G. Adams
Independent Chairman of the Board of National HealthCare Corporation (NHC). Age 78; has served NHC for 51 years across senior roles (20 years SVP, 11 years COO, 5 years President, 12 years CEO) and 32 years on the Board; became non‑executive Chairman on January 1, 2009 and served as CEO from November 1, 2004 through December 31, 2016. Holds a B.S. from Middle Tennessee State University; the Board class term for Mr. Adams expires in 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National HealthCare Corporation | Chairman (non‑executive) | Since Jan 1, 2009 | Presides over Board and shareholder meetings; provides advice and counsel to CEO; deep healthcare operations experience |
| National HealthCare Corporation | Chief Executive Officer | Nov 1, 2004 – Dec 31, 2016 (12 yrs) | Led strategy and operations across long‑term care footprint |
| National HealthCare Corporation | President | 5 yrs (dates within 51‑year tenure) | Senior corporate leadership |
| National HealthCare Corporation | Chief Operating Officer | 11 yrs | Oversight of operations; prior center administrator and Regional VP |
| National HealthCare Corporation | Senior Vice President | 20 yrs | Extensive leadership across corporate functions |
| National HealthCare Corporation | Director | 32 yrs | Long service; governance continuity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Health Investors, Inc. (NHI) | Director | Joined May 2020 | NHC’s major landlord; interlock with related‑party leasing |
| National Health Realty, Inc. | Director | Dec 1997 – Oct 2007 | Prior publicly held board experience |
| Premier Plus Insurance Company | Director | Not specified | Received additional $4,000 fee for service (Board‑affiliated insurer) |
Board Governance
- Independence: Board determined all directors except the CEO (Mr. Flatt) are independent under NYSE American rules; Mr. Adams is independent .
- Role and committee participation: Mr. Adams serves as non‑executive Chairman; 2024 committee membership comprised independent directors Abernathy, Hassan, LaRoche, Trail, and Burgess (pre‑retirement). Mr. Adams is not listed as a member of Audit, Compensation, or Nominating committees .
- Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings. All then current directors attended the 2024 Annual Meeting .
- Executive sessions: Committees (Audit, Compensation, Nominating) conduct regularly scheduled executive sessions of non‑management directors; chairs lead sessions .
- Governance policies: Clawback policy adopted Nov 2, 2023; Insider Trading Policy amended Nov 7, 2024; hedging by officers/directors prohibited since Feb 13, 2020 and continued in the amended policy .
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 16,000 | 117,410 | 125,000 (discretionary bonus to exercise options or buy stock) | 258,410 |
- Meeting fee framework: $3,000 per scheduled meeting attended; committee chair stipends: Audit Chair $8,000; Compensation and Nominating Chairs $4,000; Mr. Adams declined any additional payment for acting as non‑executive Chairman in 2024 .
- Additional Board‑affiliated service: $4,000 fee for Premier Plus Insurance Company Board (received by both Mr. Adams and Mr. LaRoche) .
Performance Compensation (Director)
| Component | Terms | Metrics/Conditions | Vesting |
|---|---|---|---|
| Annual director stock options | 7,500 options granted to each non‑employee director on date of annual shareholders meeting; exercise price set at closing price on grant date | No explicit performance metrics (time‑based options) | Options vest one year after grant; expire in five years |
| Discretionary cash bonus | $125,000 paid to each non‑employee director to exercise outstanding options or purchase Company stock (ownership‑alignment mechanism) | No explicit performance metrics (use encouraged for share ownership) | N/A |
- Director compensation metrics: The proxy does not disclose TSR/EBITDA/ESG targets for director pay; director equity awards are time‑based options; discretionary cash bonus is designed to increase stock ownership, not contingent on performance metrics .
Other Directorships & Interlocks
| Counterparty | Relationship to NHC | Economic Exposure | Interlock/Conflict Risk |
|---|---|---|---|
| National Health Investors, Inc. (NHI) | Landlord; NHC leases 28 SNFs, 5 assisted living, 3 independent living centers under Master Lease (with sublease of 4 Florida SNFs) | 2024 base rent $32,625,000; percentage rent $6,289,000; base rent $32,225,000 (2025), $31,975,000 (2026); lease expires Dec 31, 2026, subject to renewal options | Mr. Adams is director of both NHC and NHI; board interlock with material related‑party transactions (RED FLAG) |
| National Health Corporation (ESOP‑owned affiliate) | Administrative services affiliate; provides payroll/benefits; NHC pays costs plus 1% admin fee; manages centers; line of credit up to $2,000,000 (no amounts outstanding at 12/31/24) | National owns 1,030,887 NHC shares (6.7%) | Affiliate oversight via Audit Committee related‑party policy |
| Premier Plus Insurance Company | Board service by Mr. Adams (and Mr. LaRoche); additional fee of $4,000 | Not disclosed | Board‑affiliated insurer involvement; immaterial size relative to NHC |
Expertise & Qualifications
- 51 years of long‑term healthcare experience; former center administrator, Regional VP, COO, President, and CEO, providing deep operational and strategic insight .
- Governance leadership as non‑executive Chairman since 2009; viewed as an industry leader by stakeholders per Board rationale for split Chair/CEO structure .
- Education: B.S., Middle Tennessee State University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Robert G. Adams | 466,420 | 3.01% | Includes 27,000 shares issuable upon exercise of options; 436,420 shares held via trusts/partnerships where Mr. Adams is trustee/general partner |
| Options Outstanding (as of 12/31/24) | 27,000 | N/A | Aggregate options held; directors’ options vest after one year and expire at five years |
| Hedging/Pledging | Hedging prohibited by policy; no pledging disclosed for Mr. Adams | N/A | Insider Trading Policy amended Nov 7, 2024 continues hedging prohibition |
Governance Assessment
-
Strengths
- Independent non‑executive Chairman; Board majority independent; robust committee structure (Audit, Compensation, Nominating) led by independent chairs .
- High ownership alignment: 3.01% beneficial stake and annual options; discretionary bonus explicitly used to increase director stock ownership; hedging prohibited .
- Attendance and engagement: At least 75% meeting attendance by all directors; all attended 2024 Annual Meeting; committees conduct executive sessions of non‑management directors .
- Governance policies in place: Clawback adopted Nov 2, 2023; Insider Trading Policy updated Nov 7, 2024; posted committee charters and guidelines .
-
Risks and Red Flags
- Related‑party interlock: Concurrent directorship at NHI while NHC pays substantial rents under Master Lease (base rent $32.6M and percentage rent $6.3M in 2024); material conflict risk that demands vigilant Audit Committee oversight (RED FLAG) .
- Family relationships: Son‑in‑law J. Buckley Winfree serves as an administrator; son‑in‑law Terry L. Leeman is President of Nutritional Support Services (affiliate); related‑party exposure requiring policy adherence .
- Board familial ties: Sibling relationship with W. Andrew Adams (retiring following 2025 Meeting) historically on Board—heightened scrutiny for independence perceptions, though both classified independent .
-
Overall implication
- Mr. Adams brings exceptional operating expertise and significant ownership alignment, enhancing Board effectiveness. However, his NHI interlock and family affiliations introduce perceived conflict risks; strong execution of the related‑party review policy and transparent disclosures remain critical to sustaining investor confidence .