ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 26, 2022, the Board of Directors ("Board") of National HealthCare Corporation (the "Company"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board and by unanimous vote of the Board, increased the size of the Board by one director to a total of eight directors effective February 1, 2022 (the "Effective Date"), and appointed Ms. Sandra Y. Trail to fill the resulting vacancy as of the Effective Date. It is intended that Ms. Trail will be a nominee for election to the Board for a three (3) year term at the Company's 2022 Annual Meeting of the Shareholders.

The Board determined that Ms. Trail is an independent director. The Board intends to make her committee assignment(s) at its regularly scheduled meeting on February 10, 2022. There are no arrangements or understandings between Ms. Trail and any other persons, pursuant to which she was appointed as a director and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

As a non-employee director, Ms. Trail will receive the Company's standard non-employee director compensation as described in its 2021 Proxy Statement. In connection with her service on the Board, Ms. Trail and the Company will enter into the Company's standard director and officer indemnification agreement.

Ms. Trail has been a licensed practicing attorney for over 35 years as a sole proprietor and since 2018 as a principal in the firm of Trail, Coleman and Stearns, PLLC located in Murfreesboro, Tennessee. In her capacity as an attorney, Ms. Trail has represented businesses, governments, and individuals in a wide variety of transactional matters. Ms. Trail is also a certified public accountant and has worked in the tax and audit departments of two public accounting firms. Ms. Trail earned a B.S. degree in accounting from Middle Tennessee State University and a law degree from the Nashville School of Law. She has served on numerous legal, charitable, and governmental and health care boards, and currently serves as a board member of the City of Murfreesboro, Tennessee Water Resources Board and World Outreach Church.

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