Sandra Y. Trail
NATIONAL HEALTHCAREAbout Sandra Y. Trail
Independent director at National HealthCare Corporation (NHC), age 77, serving since 2022. She is a licensed attorney for over 35 years and a certified public accountant; principal at Trail, Coleman and Stearns, PLLC since 2018. Degrees: B.S. in Accounting (Middle Tennessee State University) and law degree (Nashville School of Law). She chairs NHC’s Audit Committee, serves on the Compensation and Nominating & Corporate Governance Committees, and has been designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trail, Coleman and Stearns, PLLC | Principal (legal) | Since 2018 | Represents businesses, governments, and individuals in transactional matters |
| Public accounting firms (two) | CPA in tax and audit departments | Prior career | Finance, audit, tax expertise |
| Private law practice | Licensed practicing attorney | 35+ years | Broad transactional work across entities |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| City of Murfreesboro Tennessee Water Resources Board | Board member | Current | Municipal utility oversight |
| World Outreach Church | Board member | Current | Non-profit governance |
| Middle Tennessee State University Foundation Board of Trustees | Past Presidents’ Council member | Current | University foundation ties |
| Rutherford/Cannon County Bar Association | Member, past President | Current/past | Legal community leadership |
| Murfreesboro Estate Planning Council | Member, past President | Current/past | Estate planning network |
Board Governance
- Independence: Board determined all directors except CEO are independent under NYSE American rules; Trail is independent and an “audit committee financial expert.”
- Committees: Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member). Audit Committee met four times in 2024; Compensation Committee met twice in 2024 and once in 2025; Nominating met Feb 8, Aug 8, Nov 7, 2024, and Feb 13, 2025.
- Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings. Trail attended four Board meetings in 2024 (cash fees reflect $3,000 per meeting).
- Risk oversight: Audit Committee oversees risk and runs a quarterly Certification Committee (Compliance Officer, Audit Chair, Director of Internal Audit, CFO, General Counsel, CIO) reporting to Audit Chair and Board; Trail, as Audit Chair, receives and elevates risk reports.
- Executive sessions: Non-management directors meet in executive session via committee meetings; committee chairs preside.
- Re-election: Nominated for a three-year term at the 2025 Annual Meeting.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash meeting fees | $12,000 | $3,000 per scheduled meeting attended; Trail attended four Board meetings in 2024 |
| Discretionary cash bonus | $125,000 | Intended to exercise options or buy NHC stock to increase ownership |
| Option awards (grant-date fair value) | $117,410 | Annual grant to non-employee directors |
| Total 2024 director compensation | $254,410 | Sum per proxy table |
Policy references:
- Cash compensation policy: $3,000 per scheduled meeting; Audit Chair receives additional $8,000 per year; Compensation and Nominating Chairs receive $4,000 each.
- Annual director option grant: 7,500 options at the annual meeting date; 5-year term; vest one year post-grant; strike price set at closing price on grant date.
Performance Compensation (Director)
| Equity Award Terms | 2024 Grant | Vesting | Expiration | Exercise Price Basis |
|---|---|---|---|---|
| Non-employee director stock options | 7,500 options granted May 9, 2024 | Vest one year after grant | 5 years | Closing price on grant date (exact amount not separately disclosed in table) |
- No director-specific performance metrics or PSU/RSU performance targets disclosed; discretionary cash bonuses are for stock purchases/exercise to enhance ownership alignment, not contingent on explicit metrics.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Trail |
| Prior public company boards | None disclosed for Trail |
| Interlocks with competitors/suppliers/customers | None disclosed for Trail; compensation committee interlocks reported none requiring Item 404 disclosure (exception noted for Burgess family ties) |
Expertise & Qualifications
- CPA and attorney with extensive tax, audit, and transactional experience; brings finance and accounting acumen to audit oversight.
- Designated audit committee financial expert; independent under NYSE American.
- Community and governance roles across municipal, educational, legal, and non-profit boards.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common stock + options deemed owned) | 22,500 shares; less than 1% of outstanding |
| Options included in beneficial ownership | 16,886 shares issuable upon exercise |
| Pledged or margin shares | No pledges disclosed for Trail (pledges noted for other executives; hedging prohibited) |
Governance Assessment
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Strengths
- Independent Audit Chair and SEC “financial expert,” actively overseeing risk via Certification Committee and quarterly risk reporting; enhances investor confidence in financial controls.
- High alignment emphasis: annual director option grants and $125,000 discretionary bonus directed to stock purchase/exercise to increase ownership.
- Board independence majority, regular executive sessions, published charters and governance guidelines.
- Company-level clawback policy (2023) and insider trading/hedging prohibitions (2024 update) improve governance hygiene.
- Say-on-pay support was >98% at 2024 meeting, indicating broad investor approval of compensation framework.
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Watch items
- Attendance: Trail attended four Board meetings vs five held (cash fees reflect four); overall proxy states all directors met ≥75% attendance—monitor ongoing engagement levels as Audit Chair.
- Board-level related party ties exist (e.g., NHI relationships and family employment for other directors/executives), though no Trail-specific related-party transactions are disclosed; ensure continued robust Audit Committee review of related party items.
- Discretionary cash bonuses to directors (uniform $125,000) are atypical across peers; intent is ownership alignment, but investors may scrutinize non-performance cash components—continued transparency is key.
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No red flags disclosed for Trail:
- No Section 16(a) filing issues noted for Trail; late filings were attributed to other insiders.
- No Item 404 related-party transactions involving Trail.
- Hedging prohibited; no pledging disclosed for Trail.