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United States

National Healthcare Corp (NHC)

NHC on American Stock Exchange

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17 Oct 2017
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Summary

Name Age Since Current Position

Robert Adams

70 2016 Non-Executive Chairman of the Board

Michael Ussery

58 2017 President, Chief Operating Officer

Stephen Flatt

61 2017 Chief Executive Officer, Director

Brian Kidd

42 2017 Senior Vice President, Principal Accounting Officer, Controller

B. Anderson Flatt

55 2017 Senior Vice President, Chief Information Officer

John Lines

57 2007 Senior Vice President, General Counsel, Secretary

Jeffrey Smith

53 2017 Senior Vice President, Treasurer

Julia Powell

67 2004 Senior Vice President - Patient Services

W. Andrew Adams

71 2009 Director

J. Paul Abernathy

81 2003 Independent Director

Ernest Burgess

77 1992 Independent Director

Emil Hassan

70 2004 Independent Director

Richard LaRoche

71 2002 Independent Director

Lawrence Tucker

74 1998 Independent Director

Biographies

Name Description

Robert Adams

Mr. Robert G. Adams serves as Non-Executive Chairman of the Board of the company effective December 2016. He has served NHC for 42 years - 18 years as Senior Vice President, 11 years as Chief Operating Officer, 5 years as President, 12 years as CEO and 24 years on the Board. He became Chairman of the Board on January 1, 2009 and served as Chief Executive Officer from November 1, 2004 until December 31, 2016. Mr. Adams retired from his position as CEO effective December 31, 2016 but remains non-executive Chairman of the Board. He has extensive long-term health care experience, including serving NHC as a health care center administrator and Regional Vice President. Mr. Adams provides a unique perspective regarding the business and strategic direction of the Company and brings his experience in all aspects of the Company’s business to the Board’s deliberations. Mr. Adams has a B.S. degree from Middle Tennessee State University. He also served on the board of National Health Realty, Inc. from December 1997 through October 2007. He is the brother of W. Andrew Adams and brother-in-law of D. Gerald Coggin.

Michael Ussery

Mr. Michael Ussery is President, Chief Operating Officer of National HealthCare Corp. effective January 1, 2017. He has been with the Company since 1980. On January 1, 2009, Mr. Ussery was promoted to Chief Operating Officer of NHC. During his tenure with NHC, he has served as Senior Vice President of Operations, Senior Vice President of the Central Tennessee Region, Regional Vice President, and Administrator in multiple locations. Mr. Ussery also won the top honor of NHC Administrator of the Year in 1989. Mr. Ussery currently serves on the Board of Directors of St. Thomas Rutherford Hospital and its foundation as well as the Board of the Christy Houston Foundation. Mr. Ussery has a B.B.A. from The University of Notre Dame and an M.B.A. from Middle Tennessee State University.

Stephen Flatt

Dr. Stephen F. Flatt serves as Chief Executive Officer, Director of National HealthCare Corp. effective January 1, 2017. He joined NHC in June 2005 as Senior Vice President-Development. On January 1, 2009, Dr. Flatt became NHC’s President. He served as the President of Lipscomb University from 1997 through June 2005 and, prior to that, President of Ezell Harding Christian School in Nashville and Vice President of Financial Affairs and Institutional Planning at Lipscomb. Dr. Flatt currently serves on the Board of Directors of The Community Foundation of Middle Tennessee, and the Board of Directors of Nashville Inner City Ministry. Dr. Flatt is a member of the Nashville Health Care Counsel. In 2013, he was a member of the Council’s inaugural “Health Care Fellows” Program led by Senator Bill Frist. Also in 2013 he was named one of Middle Tennessee’s “Health-Care Heroes” by the Nashville Business Journal. He received his B.A. degree from David Lipscomb College and his M.S. degree and PhD from George Peabody College of Vanderbilt University.

Brian Kidd

Mr. Brian F. Kidd serves as Senior Vice President, Controller and Principal Accounting Officer of the Company, effective January 1, 2017. He has been with NHC since 2008. His responsibilities at NHC have included overseeing and reviewing all aspects of external financial reporting, which includes compliance and monitoring of GAAP and US Securities and Exchange Commission requirements. Mr. Kidd has also overseen Federal and State tax issues and Sarbanes-Oxley compliance for NHC. Prior to joining NHC, Mr. Kidd was in public accounting for 10 years. Mr. Kidd is a CPA and received his B.S. in Accounting from Middle Tennessee State University in 1998.

B. Anderson Flatt

Mr. B. Anderson Flatt serves as Senior Vice President, Chief Information Officer of the company. He brought more than 32 years of experience in health care technology when he joined the Company in 2017, including roles at Corizon Health, Cigna-HealthSpring, and AIM HealthCare (now a division of Optum). Mr. Flatt serves on the boards of Ascent Federal Credit Union and Second Harvest Food Bank of Middle Tennessee. Mr. Flatt is the recipient of the NTC CIO and Volunteer of the Year (2011), Nashville Business Journal Technology Power Leader (2011 and 2012), Healthcare Hero (2014) and CIO Award (2015). He holds a BS degree in Computer Science from Lipscomb University.

John Lines

Mr. John K. Lines is Senior Vice President, General Counsel, Secretary of National HealthCare Corp. He served as General Counsel of Trinsic, Inc. from May 2005 through August 2006. Prior to that Mr. Lines was the Assistant General Counsel of Quest Communications International from April 2003 to May 2005. Prior to April 2003, Mr. Lines acted as General Counsel to several companies including Sorento Networks, Inc., ResortQuest International, Inc. and Insignia Financial Group, Inc. He was also an associate with the law firm of Squire, Sanders and Dempsey. Mr. Lines has a B.S. in both Accounting and Finance from Purdue University and a J.D. from Indiana University-Bloomington.

Jeffrey Smith

Mr. Jeffrey R. Smith has been appointed as Senior Vice President, Treasurer of the Company, effective January 1, 2017. He has been with NHC since 1994. Prior to being promoted to Vice President of Treasury in 2009, Mr. Smith served as an Assistant Vice President and an Accounting Manager at NHC. Mr. Smith is a CPA and earned his B.S. in Accounting from David Lipscomb University in Nashville, Tennessee in 1985. Mr. Smith also earned his law degree from the Nashville School of Law in 1998.

Julia Powell

Ms. Julia W. Powell is Senior Vice President - Patient Services of National HealthCare Corp. She has served as a nurse consultant and director of patient assessment computerized services for NHC. Ms. Powell has a B.S. in nursing from the University of Alabama, Birmingham, and an M.A. in sociology with an emphasis in gerontology from Middle Tennessee State University. She is an ANCC Board certified Nurse Executive, Advanced. Ms. Powell is involved professionally as a member of the American Nurses’ Association, the National Gerontological Nurses Association, the American Medical Directors Association, the American Organization of Nurse Executives, the Association of Rehabilitation Nurses, and the American Society of Consultant Pharmacists. She is also involved in the local community, with membership in the Board of the League of Women Voters and the Murfreesboro Breakfast Rotary.

W. Andrew Adams

Mr. W. Andrew Adams serves as Director of National HealthCare Corp. He served NHC as a full-time employee and director for 32 years and served as its President and CEO until he resigned those positions in 2004, remaining as Chairman of the Board through 2008. At its inception in December 1997, he served National Health Realty, Inc. as President and Chairman of the Board, resigning his position as President in November 2004. Mr. Adams has been President (through February 25, 2009) and CEO (through February 28, 2011) and Director of National Health Investors, Inc. (“NHI”) since its inception in 1991; he continues as Chairman of the Board. He previously served on the boards of American Health Care Association, National Council of Health Centers, Assisted Living Concepts, SunTrust Bank, Lipscomb University and the Boy Scouts of America. Mr. Adams’ years of experience in the health care industry are invaluable to the Board along with his thorough financial acumen and leadership skills. He received his B.S. and M.B.A. from Middle Tennessee State University. He is the brother of Robert G. Adams and brother-in-law of D. Gerald Coggin.

J. Paul Abernathy

Dr. J. Paul Abernathy, M.D. is Independent Director of National HealthCare Corp. He is a retired general surgeon. He was in private practice at Murfreesboro Medical Clinic from 1971 until retirement in 1995. Previously, he served as a general practice physician for Hazard Memorial Hospital in Hazard, Kentucky. Lt. Col. Abernathy additionally served as a flight surgeon for the Homestead Air Force Base in Florida and Chief of Surgery for the United States Air Force at Keesler Air Force Base in Mississippi. Dr. Abernathy twice served as President of the Rutherford County Stones River Academy of Medicine and is a member of the American College of Surgeons. Dr. Abernathy has a B.S. degree from Middle Tennessee State University and an M.D. degree from the University of Tennessee.

Ernest Burgess

Mr. Ernest G. Burgess III is Independent Director of National HealthCare Corp. He served as NHC’s Senior Vice President of Operations for 20 years before retiring in 1994. In his past role as Senior Vice President of Operations, he gained significant operational experience in the long-term care business as well as experience with financial and accounting matters. He has a M.S. degree from the University of Tennessee and is currently the Mayor of Rutherford County, Tennessee. He brings to the Board unique leadership skills as well as the current government relations experience he has acquired as Mayor. Mr. Burgess also served on the board of National Health Realty, Inc. from December 1997 through October 2007. Mr. Burgess has been an NHC director since 1992 and serves on NHC’s Audit Committee, Compensation and Nominating Committee and Corporate Governance Committee.

Emil Hassan

Mr. Emil E. Hassan is Independent Director of National HealthCare Corp. In 2004, he retired from the position of Senior Vice President of manufacturing, purchasing, quality and logistics for Nissan North America, Inc. Prior to joining Nissan, he was with Ford Motor Co. for twelve years, where he held various management positions in engineering and manufacturing. Mr. Hassan brings to the Board, among other skills and qualifications, years of management and financial experience from his positions with Nissan and Ford Motor Company. He is the chairman of the Business/Education Partnership of Murfreesboro and Rutherford County and he sits on the St. Thomas Health Board of Directors and serves on its Quality and Safety Committee along with the Finance Committee. He is a member of the Society of Automotive Engineers, the Leadership Rutherford Alumni Association, the Leadership Nashville Alumni Association and the Rutherford County Chamber of Commerce. He is a former board member of the Federal Reserve Bank of Atlanta, Nashville Branch.

Richard LaRoche

Mr. Richard F. LaRoche, Jr. is Independent Director of National HealthCare Corp. He served NHC 27 years as Secretary and General Counsel and 14 years as Senior Vice President, retiring from these positions in May 2002. He has served as an NHC Board member since 2002. Mr. LaRoche also serves on the board of Cross Border Resources, Inc. (XBOR: Amex) and is chair of its Corporate Governance Committee and serves on its Audit Committee and Compensation Committee. He has a law degree from Vanderbilt University and an A.B. degree from Dartmouth College. Mr. LaRoche serves as a director of privately held Lodge Manufacturing Company and has previously served on the publicly held boards of National Health Investors, Inc. (1991 through 2008), National Health Realty, Inc. (1997 through 2007) and Trinsic, Inc. (2003 through 2006). Mr. LaRoche’s long career as former Secretary and General Counsel of the Company, during which time he was responsible for the Company’s finance and development initiatives, provides the Board with invaluable experience in addressing the issues and challenges facing the Company.

Lawrence Tucker

Mr. Lawrence C. Tucker is Independent Director of National HealthCare Corp. He has been with Brown Brothers Harriman & Co., private bankers, for 48 years and became a general partner of the firm in January 1979. He served on that firm’s steering committee and was responsible for its corporate finance activities, which included management of the firm’s private equity funds. Mr. Tucker’s experience on several publicly traded company boards provides our Board with a unique national perspective needed for our growth strategy. His experience and expertise in the financial industry has proven invaluable.

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