DEF 14A of Universal Health Realty Income Trust
Filed Apr 23, 2024 · FY20230001193125-24-105818
Marc D. Miller
Marc D. Miller
Marc D. Miller
| Age: 53 Director Since: 2008 Class of Trustee: II | Business Experience Mr. Marc D. Miller was appointed Chief Executive Officer of UHS in January, 2021 and continues to serve as President. Prior thereto, he served in various other capacities related to UHS’s acute care division since 2000. Mr. Marc D. Miller was elected to the UHS Board of Directors in May, 2006. He serves as a member of the Board of Directors of Premier, Inc. He is the son of Alan B. Miller, our Chairman of the Board, Chief Executive Officer and President; and Executive Chairman of the Board of Directors of UHS. |
Gayle L. Capozzalo*
Gayle L. Capozzalo*
Gayle L. Capozzalo*
| Age: 75 Director Since: 2018 Class of Trustee: II Committee Membership: • Compensation (Chair) • Nominating & Governance • Audit | Business Experience Ms. Capozzalo is the founder and leader of The Equity Collaborative, a not for profit collaborative of large healthcare systems and is in the leadership of the International Women’s Healthcare Federation, an initiative of the International Hospital Federation. Ms. Capozzalo formerly served as Executive Vice President and Chief Strategy Officer of Yale New Haven Health from 1997 to 2018. Prior thereto, she served as Senior Vice President, Organizational Development at Sisters of Charity of the Incarnate Word Health Care System. |
Gayle L. Capozzalo*
| 10 | UHT 2024 Proxy Statement |
Trustees Whose Terms Expire In 2025
Trustees Whose Terms Expire In 2025
Michael Allan Domb*
Michael Allan Domb*
Michael Allan Domb*
| Age: 69 Director Since: 2017 Class of Trustee: III Committee Membership: • Compensation | Business Experience Mr. Domb is the owner of Allan Domb Real Estate, a multi-faceted real estate firm focused on building neighborhoods and creating lifestyle in Center City Philadelphia, through the brokerage, development, investment and management of residential and commercial condominiums, multifamily and office buildings, mixed-use real estate, and restaurants. In 2015, Mr. Domb was elected to serve as a Councilmember At-Large for the City of Philadelphia and served in that role until August, 2022 when he resigned to run for Mayor of Philadelphia. |
James P. Morey*
James P. Morey*
James P. Morey*
| Age: 56 Director Since: 2018 Class of Trustee: III Committee Membership: • Compensation • Audit | Business Experience Mr. Morey has served as the Executive Vice President, Chief Marketing and Brand Officer for Wawa, Inc. since January, 2017. Prior thereto, he held various roles at Wawa, including Chief Operations Officer, responsible for all of Store Operations, Real Estate and Supply Chain, as well as serving as Chief Financial Officer. Prior to joining Wawa, Mr. Morey was Group Vice President of Financial Strategy, Planning, Tax and Treasury for Bloomin’ Brands, and prior thereto held various financial and operational roles with McDonald’s Corporation. |
James P. Morey*
| UHT 2024 Proxy Statement | 11 |
Rebecca A. Guzman*
Rebecca A. Guzman*
Rebecca A. Guzman*
| Age: 39 Director Since: 2022 Class of Trustee: III Committee Membership: • Nominating & Governance | Business Experience Ms. Guzman, a Juris Doctor, has been a Partner at Duane Morris LLP since 2022 and currently serves as a vice chair of the Mergers & Acquisition division. Prior to being named Partner, she served as Special Counsel and as an Associate for Duane Morris LLP. Previously, she served as an Associate at Skadden, Arps, Slate, Meagher and Flom LLP from 2016 to 2021. Ms. Guzman is currently a board member of the Delaware Bar Foundation and was a Fulbright Scholar in Jakarta, Indonesia. |
Trustees Whose Terms Expire In 2025
Trustees Whose Terms Expire In 2025
Alan B. Miller
Alan B. Miller
Alan B. Miller
| Age: 86 Director Since: 1986 Class of Trustee: I | Business Experience Mr. Alan B. Miller has served as our Chairman of the Board of Trustees and Chief Executive Officer since 1986 and our President since February, 2003. Mr. Alan B. Miller, who had previously served as the Chairman of the Board of Directors and Chief Executive Officer of UHS since its inception in 1978, was appointed Executive Chairman of the Board of Directors of UHS effective January 1, 2021. He is the Father of Marc D. Miller, a member of our Board of Trustees and Chief Executive Officer, President, and member of the Board of Directors of UHS. |
Alan B. Miller
| 12 | UHT 2024 Proxy Statement |
Robert F. McCadden*
Robert F. McCadden*
Robert F. McCadden*
| Lead Independent Trustee Age: 66 Director Since: 2013 Class of Trustee: I Committee Membership: • Nominating & Governance (Chair) • Audit (Chair) | Business Experience Mr. McCadden currently serves as the Chief Financial Officer for Town Square Real Estate Management LLC, a private property management and investment firm. Since May, 2022 Mr. McCadden has provided real estate strategic consulting services as a founding principal of Associated Real Estate Consultants, LLC. Mr. McCadden formerly served as Executive Vice President and Chief Financial Officer of Pennsylvania Real Estate Investment Trust from 2004 to 2019. Prior thereto, he served as audit partner of KPMG LLP. |
Robert F. McCadden*
| * Independent Trustee |
Robert F. McCadden*
| ✓ | PROPOSAL NO. 1 | | | The Board of Trustees recommends a vote “FOR” the election of the nominees as trustees. Any nominee currently serving as a trustee in an election who receives a greater number of votes “against” his or her election than votes “for” such election shall tender his or her resignation for consideration by the Nominating & Governance Committee. For purposes of the vote on Proposal No. 1, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. |
Robert F. McCadden*
| UHT 2024 Proxy Statement | 13 |
Elements of Compensation from our Advisor (UHS subsidiary) and UHT stock-based compensation to our NEOs
Elements of Compensation from our Advisor (UHS subsidiary) and UHT stock-based compensation to our NEOs UHS of Delaware, Inc. (the “Advisor”), a wholly-owned subsidiary of UHS, serves as Advisor to us under an advisory agreement dated December 24, 1986, and as amended and restated as of January 1, 2019 (the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Advisor, among other things, provides administrative services to us and to conduct our day-to-day affairs. Our officers are all employees of the Advisor and although as of December 31, 2023 we had no salaried employees, our officers do typically receive annual stock-based compensation awards directly from UHT (as discussed below) in the form of performance based restricted stock. In special circumstances, if warranted and deemed appropriate by the Compensation Committee of our Board of Trustees, our officers may also receive special compensation awards in the form of restricted stock and/or cash bonuses. There were no special compensation awards made in 2023, 2022 or 2021. In return for the above-mentioned services, we pay an Advisory Fee to the Advisor. While each of our NEOs dedicates a significant portion of their time and effort to rendering services on our behalf, the Advisory Fee ($5.3 million for 2023) represents an extremely small portion of UHS’s pre-tax income (approximately 0.6% for 2023). The aggregate compensation our NEOs earned from UHS during 2023 exceeded our Advisory Fee. As a result, our Advisor (UHS) does not directly attribute any portion of the compensation expense it incurs for our NEOs, to services provided by those individuals on our behalf. Estimated salary and cash incentive bonus allocation assumptions: Since, pursuant to the terms of the Advisory Agreement, the Advisory Fee is derived from our consolidated balance sheet, the nature of amount of the various underlying operating expenses incurred by the Advisor, including compensation paid to our named executive officers, is not determinable and not related to the amount of the Advisory Fee. However, for illustrative purposes only, based upon a calculation that includes certain assumptions and estimates related to the portion of time spent by each of our named executive officers while directly providing services on our behalf, as well as certain other estimation assumptions, we estimate that an aggregate of $1,191,000 of our Advisory Fee for 2023 could be allocated to salaries and cash incentive bonus expense incurred by the Advisor in connection with those individuals as follows:
Elements of Compensation from our Advisor (UHS subsidiary) and UHT stock-based compensation to our NEOs
| • | In addition, we estimate that approximately $369,000 of our Advisory Fee for 2023 could be attributed to cash incentive bonus expense incurred by the Advisor in connection with our named executive officers. The cash bonus estimation methodology is discussed below. |
Enhanced disclosure on elements of compensation from our Advisor to our NEOs
| Pay Element | Aggregate paid by UHS | Estimated Compensation Attributed to UHT | Calculation Assumptions Used | | Salary | $2,291,000 | $822,000 | Estimated portion of time spent by each of our named executive officers while directly providing services on our behalf. | | Cash Incentive Bonuses | $1,444,000 | $369,000 | See Note A. below. | | Equity Awards (UHS) | $7,191,000 | $— | Pursuant to Note B. below, these are grants made by UHS, not UHT. | | Equity Awards (UHT) | N/A | $541,000 | Pursuant to Note C. below, these awards are made directly by UHT and reflect the grant date value. | | Other | $1,147,000 | $— | These payments primarily relate to insurance premiums and UHS-related pension benefits that are not attributable to services provided on our behalf. | | Total | $12,073,000 | $1,732,000 | |
Enhanced disclosure on elements of compensation from our Advisor to our NEOs
| • | Since the cash incentive bonuses awarded by UHS to each of our NEOs are discretionary the estimated pro rata portion that, for illustrative purposes, can be attributable to UHT was based upon the estimated portion of their time spent rendering services on our behalf. Factors considered by UHS in determining the amount of cash incentive bonuses awarded to these individuals include, if applicable, UHS’ achievement of pre-established financial metrics and evaluation of individual performance during the year. |
Enhanced disclosure on elements of compensation from our Advisor to our NEOs
| • | 50% of the total award value was delivered in performance-based restricted stock units that will be earned based upon UHS’ achievement of a pre-established specified range of target levels based on the three-year growth in earnings before interest, taxes, depreciation, amortization, and impacts of other income/expense and net income attributable to noncontrolling interests. |
Enhanced disclosure on elements of compensation from our Advisor to our NEOs
| • | 25% of the total award value was delivered in restricted stock units of UHS that vest ratably over a 4-year period. |
Enhanced disclosure on elements of compensation from our Advisor to our NEOs
| • | Stock-Based Compensation from UHT: Since the chief element of our compensation program is the granting of long-term incentive awards, as discussed in greater detail below in 2023 Compensation, on June 7, 2023, we granted shares of restricted stock to each of our NEOs which had an aggregate grant date value of $540,842. These shares vest on the second anniversary of the date of grant. The restricted share grants awarded in June, 2023 were determined based upon performance metrics which compared UHT’s 3-year average total shareholder return for 2020 through 2022 to the 3-year average total shareholder return for our peer group and the average for the NAREIT Index. |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group The Advisory Agreement with UHS is scheduled to expire on December 31st of each year. However, it is renewable by us on an annual basis, subject to a determination by the Independent Trustees that the Advisor’s performance has been satisfactory. As part of the annual review process, our Independent Trustees review the performance of our Advisor, as well as the performance of our NEOs. The annual review process also includes a review and benchmarking of our operating cost structure to that of a selected peer group of other healthcare REITs. Data prepared by us on an annual basis calculates the percentages of our aggregate operating cost structure (“Operating Expenses”) consisting of our Advisory Fee and other general and administrative expenses (we have no salaries, wages and benefits expense), to our revenues, net assets and gross assets. Those percentages, calculated utilizing our financial data, are then compared to the percentages of the Operating Expenses of a selected peer group of other healthcare REITs consisting of their general and administrative expenses, including salaries, wages and benefits expense, to their respective revenues, net assets and gross assets. Below is a table which reflects, for each period utilized in the analyses for 2023, 2022 and 2021, the aggregate of our Operating Expenses as percentages of our revenues, net assets and gross assets, as compared to comparable aggregate data for the selected healthcare REITs peer group. Companies included in the selected healthcare REIT peer group were Healthpeak Properties, Inc., Healthcare Realty Trust Incorporated, LTC Properties, Inc., Medical Properties Trust, Inc., National Health Investors Inc., Omega Healthcare Investors, Inc., Diversified Healthcare Trust, Ventas, Inc. and Welltower, Inc.
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| | 2023 Operating Expenses as Percentage of | | | 2022 Operating Expenses as Percentage of | | | 2021 Operating Expenses as Percentage of | | | | | Revenues | Net Assets | Gross Assets | Revenues | Net Assets | Gross Assets | Revenues | Net Assets | Gross Assets | | UHT | 8.0% | 1.4% | 1.0% | 7.7% | 1.4% | 1.0% | 7.5% | 1.4% | 1.0% | | Healthcare REIT peer group | 8.1% | 1.1% | 0.9% | 7.0% | 1.0% | 0.8% | 6.7% | 0.9% | 0.7% |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
Based upon the information outlined above, our Independent Trustees believe that the aggregate of our Advisory Fee and other general and administrative expenses are reasonable in comparison to the average general and administrative cost structures of the selected healthcare REIT peer group. Compensation Philosophy and Objectives: Our compensation program is aligned with our philosophy by practices that are regulatory compliant, financially sound and provide long-term value to shareholders and generally include the following:
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| • | Review of peer group market data; |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| • | Performance discussion is included on incentive decisions; |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| • | Practices are reviewed annually by our outside consultants; |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| • | Do not provide values generally outside of current market practices, and; |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| • | Do not offer excessive perquisites to our executives. |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
In designing our stock-based compensation program for our named executive officers, we follow our belief that compensation should reflect the value created for shareholders while supporting our strategic business goals. Because of our management structure and advisory arrangement, historically, our compensation program has been basic. The Compensation Committee is guided by the following objectives:
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| • | Compensation should encourage increased shareholder value; |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| • | Compensation programs should support our short-term and long-term strategic business goals and objectives, and; |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| • | Compensation should motivate our executive officers and other personnel toward outstanding performance and reward them for contributions toward business goals. |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| UHT 2024 Proxy Statement | 23 |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
These objectives govern the decision-making process with respect to the amount and type of compensation payable to our named executive officers and other personnel. The Compensation Committee reviews our compensation programs annually to ensure that these objectives continue to be met. Elements of Compensation: Since we do not pay cash compensation in the form of annual base salaries to our NEOs, and typically do not pay cash bonuses, the chief element of our compensation program is the annual granting of long-term incentive awards. In June of 2022, each NEO began receiving their stock awards as fixed dollar awards based on review of peer market data rather than historical number of shares compared as reasonable to the established peer group. Fixed dollar amounts based on peer market data are the prevalent practice when awarding long-term incentives. The Compensation Committee believes that linking executive compensation to corporate performance results in a better alignment of compensation with corporate business goals and shareholder value. Long-term incentive awards are granted to motivate and encourage excellent service and to reward our named executive officers for their respective contributions. Long-term incentive compensation is based, in part, on our performance and the value received by shareholders. As we improve our performance, resulting in increased value to shareholders, our executives and other personnel are rewarded commensurately. Compensation Setting Process: Each year, the human resources personnel of our Advisor reviews general financial and compensation related information for companies identified as our peers. Such information includes a summary of revenues, assets, market capitalization and dividend yield. In addition, the stock-based compensation levels of our named executive officers are compared against those of comparable positions in other comparable companies. The compensation market data compiled by the human resources personnel of our Advisor is reviewed on an annual basis by our third-party consultant, Board Advisory, Inc., for accuracy and reasonableness. In determining the amount of stock-based compensation awards granted to each of our named executive officers each year, the Compensation Committee considers our overall performance as compared to the peer group, our business activities conducted during the year, and an evaluation of each named executive officer’s individual performance. In addition, the Compensation Committee has traditionally relied upon the input and recommendations of our Chairman, President and Chief Executive Officer, Mr. Alan B. Miller, who reviews and advises the Compensation Committee with respect to our compensation programs, including the compensation arrangements for our named executive and other officers other than himself. The Compensation Committee believes that Mr. Miller’s role as Chief Executive Officer of the Trust since its inception in 1986 provides a valuable resource to them. Mr. Miller attends Compensation Committee meetings by invitation, however, he does not have the right to vote on matters addressed by the Compensation Committee and he does not participate in the discussions with respect to his own compensation. Compensation for Mr. Miller is determined by the Compensation Committee and typically guidance and advice is requested from the human resources department of our Advisor. In March, 2020, the Board of Trustees adopted an amendment to the Universal Health Realty Income Trust Amended and Restated 2007 Restricted Stock Plan (the “2007 Amended and Restated Plan”), which was approved by our shareholders in June, 2020. This stock plan was originally approved by our shareholders in June, 2007 and was subsequently amended and restated and approved by our shareholders in June, 2016. The 2007 Amended and Restated Plan is designed to implement our compensation objectives stated herein. The 2007 Amended and Restated Plan, is administered by the Compensation Committee, which has full authority in its discretion, from time to time, and at any time, to select those officers to whom awards will be granted, to determine the number of shares subject thereto, the times at which such awards shall be granted, the time at which the awards shall vest, and the terms and conditions of the agreements to be entered into by our officers and other personnel. Our Compensation Committee, in its sole discretion, requested guidance from a third-party compensation consulting firm with respect to the concepts and practices used for development of the original stock plan. The full Board of Trustees is responsible for administering incentive grants to our Independent Trustees. We do not have any plan to select grant dates for our named executive officers and trustees in coordination with the release of material non-public information. The 2007 Amended and Restated Plan permits the granting of restricted shares of beneficial interest. The Compensation Committee believes restricted stock awards are more effective than stock options in achieving our compensation objectives, as restricted stock is subject to less market volatility and, depending on the total number of shares granted, is potentially less dilutive to our shares of beneficial interest. Recipients realize immediate value as restricted stock awards vest, with the value increasing as our stock performance increases. Commencing in 2020, quarterly dividends applicable to unvested restricted stock awards are deferred and accumulated until the restricted stock becomes vested. Dividends applicable to restricted stock awards made prior to 2020 were paid on a current basis. The Compensation Committee believes that periodic grants of long-term incentive awards to our named executive and other officers will serve to motivate and encourage excellent service and reward them for their respective contributions. Further,
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| 24 | UHT 2024 Proxy Statement |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
the Compensation Committee believes that this will enhance shareholder value and support our business goals because such long-term incentive compensation is based, in part, on our performance and the value received by shareholders. The restricted stock grants issued to our named executive officers under the 2007 Amended and Restated Plan were performance-based awards. Minimum and maximum ranges of awards were developed for each named executive officer based upon our relative performance to peers, as measured by our three-year average total shareholder return (“TSR”), as compared to the average TSR for the peer group and the average TSR for the NAREIT index. Vesting of restricted shares had historically been based upon continuing service. The Compensation Committee has the option to condition the vesting of a restricted stock award on the achievement of specified performance goals. Performance goals, if applicable, may be based on business criteria such as earnings per share, share price, total shareholder return, pre-tax profits, net earnings, return on equity or assets, revenues and funds from operations per share. Performance goals may be applied to an individual, the Trust and/or any one or more of our properties or other operating unit(s) as the Compensation Committee may designate. While attainment of the performance targets remains substantially uncertain, the Compensation Committee will be responsible for determining whether and the extent to which the performance goals have been attained and the amount of compensation, if any, that is payable as a result. The Compensation Committee must certify in writing prior to payment of the compensation that the performance goals and any other material terms of the award were in fact satisfied. With the approval of the Compensation Committee management engaged Board Advisory, Inc. for compensation-related consulting services, all of which related to the annual review and analysis of the accuracy and reasonableness of the compensation market data compiled by the human resources personnel of our Advisor. Board Advisory, Inc. received no compensation from us during 2023 for any non-Compensation Committee requested services. For 2023, the Compensation Committee analyzed whether the work of Board Advisory, Inc. raised any conflicts of interest, taking into consideration all relevant factors, and determined, based on its analysis of all relevant factors, that no conflicts of interest were present. 2023 Compensation: On June 7, 2023, we granted shares of performance based restricted stock to each of our NEOs which had an aggregate grant date value of $540,842 for the entire group. Minimum and maximum award ranges were developed for each NEO based on UHT’s relative performance to peers. The June, 2023 awards were made at the minimum level for each NEO based upon UHT’s performance, as measured by UHT’s three-year average total shareholder return (“TSR”) for 2020 through 2022, as compared to the average TSR for the peer group and the average TSR for the NAREIT index. UHT’s TSR for the three-year period was -20.3% which was below the NAREIT index average of -5.2% and below the peer group average of 3.0%. As discussed herein, the Compensation Committee believes that in the general absence of cash compensation, it is important to provide our named executive officers, including the Chief Executive Officer, an incentive to increase shareholder value by awarding equity-based compensation. For a description of the long-term incentive awards granted to our named executive officers during 2023, you should read the Summary Compensation Table and the Grants of Plan-Based Awards Table included in this Proxy Statement. In determining the number of shares of restricted stock granted to our named executive officers during 2023, our Compensation Committee reviewed competitive incentive pay and TSR data of a selected peer group. Incentive pay data was prepared by the human resource personnel of our Advisor and reviewed for accuracy by our outside consultant. The data compared the compensation levels of our named executive officers against those of comparable positions in a selected peer group consisting of other advisor managed healthcare real estate investment trusts (“REITs”) in addition to peer companies of self-managed REITs with similar asset size and comparable dividend yield. TSR was reviewed for peer companies of similar REITs in addition to the average TSR for the National Association of Real Estate Investment Trusts (NAREIT Index). The companies in the advisor peer group, which had no salaried employees since they are managed pursuant to advisory or management agreements, consisted of Service Properties Trust (formerly Hospitality Properties Trust) and Diversified Properties Trust (formerly Senior Housing Properties Trust). Companies included in the self-managed and comparable asset and dividend yield peer group were BRT Apartments Corp, Care Trust REIT, Community Healthcare Trust, First Real Estate Investment Trust of NJ, Four Corners Properties Trust, Getty Realty Corp., Gladstone Commercial Corp., Global Medical REIT, LTC Properties, Inc., One Liberty Properties, Inc., Sotherly (formerly MHI Hospitality), Stratus Properties, UMH Properties, Inc., and Wheeler REIT. The Compensation Committee also considered Mr. Alan Miller’s recommendations and took into account each named executive officer’s position, responsibilities and contribution to our financial performance as well as his or her contribution to our growth and productivity. In addition, historical internal practices for stock awards were also reviewed and used as a basis for determining individual award amounts.
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
| UHT 2024 Proxy Statement | 25 |
Comparison of Our Advisory Fee and Other General and Administrative Expenses to Selected Healthcare REIT Peer Group
The value of the equity grant awarded in June, 2023, to our Chief Executive Officer was below the 25th percentile for the CEO and above the 75th percentile for the CFO in the self-managed peer group. Results for this group are erratic in some years due to only having two companies in the data set. The value of the equity grants for all named executives were below the 25th percentile of the self-managed and comparable asset and dividend yield peer group. The Compensation Committee believes that the compensation of our named executive officers during 2023 is reasonable in comparison to market rates based on the review of the compensation levels and TSR performance of the selected peer group. We anticipate that the chief element of our compensation program will continue to be the periodic granting of long-term incentive awards issued pursuant to the terms of the 2007 Amended and Restated Plan. We do not intend to pay cash compensation in the form of an annual base salary to our named executive officers in 2024. The peer group and market data prepared by the human resource personnel of our Advisor during 2024 will be reviewed by our outside consultant for accuracy and reasonableness. Rewards/Compensation Risk Analysis: Since we typically pay no cash compensation and have historically had no incentive plans that are directly correlated to earnings, revenues or cash flows, we believe there were no excessive risks encouraged by the Trust’s stock-based compensation awards and that the awards do not produce compensation that have a material impact on the financial performance of the Trust. Policy on Hedging Transactions: The Trust has a policy that prohibits the Trust’s employees and the Trustees from engaging in any hedging transaction that would result in lack of exposure to the full risks of stock ownership. Prohibited hedging transactions include, but are not limited to, collars, forward sale contracts, trading in publicly-traded options, puts, calls or other derivative instruments related to Trust stock or debt. Clawback Policy: Effective October 2, 2023, we adopted a clawback policy to align with listing rules adopted by NYSE as required by the SEC. The policy applies to all executive officers (as defined under the applicable rules) and requires the Trust to seek to recoup certain incentive-based compensation, whether cash or equity-based, from current or former officers and in the event that the Trust is required to prepare an accounting restatement due to the material noncompliance of the Trust with any financial reporting requirement under the securities laws. Summary: The foregoing discussion describes: (i) the compensation objectives and policies that were utilized with respect to our named executive officers and other personnel during 2023, and; (ii) our anticipated compensation program for 2024. In the future, as the Compensation Committee continues to review each element of the executive compensation program with respect to our named executive officers and other personnel, the objectives of our executive compensation program, as well as the methods that the Compensation Committee utilizes to determine both the types and amounts of compensation to award to our named executive officers and other personnel, may change.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation earned by our Chief Executive Officer, our Chief Financial Officer and other executive officers, during the last three fiscal years. We have no other executive officers. We refer to these officers collectively as our named executive officers.
Summary Compensation Table
| Name and principal position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option and Dividend Equivalent Right Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Alan B. Miller Chairman of the Board, Chief Executive Officer and President | 2023 | $— | $— | $223,590 | $— | $— | $— | $23,948 | $247,538 | | | 2022 | — | — | 215,023 | — | — | — | 19,547 | 234,570 | | | 2021 | — | — | 218,654 | — | — | — | 17,080 | 235,734 | | Charles F. Boyle Senior Vice President and Chief Financial Officer | 2023 | $— | $— | $130,023 | $— | $— | $— | $13,921 | $143,944 | | | 2022 | — | — | 124,988 | — | — | — | 11,352 | 136,340 | | | 2021 | — | — | 126,891 | — | — | — | 9,912 | 136,803 | | Cheryl K. Ramagano Senior Vice President-Operations, Treasurer and Secretary | 2023 | $— | $— | $130,023 | $— | $— | $— | $13,921 | $143,944 | | | 2022 | — | — | 124,988 | — | — | — | 11,352 | 136,340 | | | 2021 | — | — | 126,891 | — | — | — | 9,912 | 136,803 | | Karla J. Peterson Vice President, Acquisitions and Development | 2023 | $— | $— | $57,206 | $— | $— | $— | $5,786 | $62,992 | | | 2022 | — | — | 55,023 | — | — | — | 1,599 | 56,622 | | | 2021 | — | — | — | — | — | — | — | — |
Summary Compensation Table
| (1) Our officers are all employees of a wholly-owned subsidiary of UHS and do not receive salaries from us. We pay an annual advisory fee to UHS of Delaware, Inc. (the “Advisor”) pursuant to the Advisory Agreement, as amended, between the Advisor and us, whereby the Advisor manages our day-to-day affairs and provides certain other services to us. See additional information on our relationship with our Advisor included in this Proxy Statement. |
Summary Compensation Table
| (2) For Messrs. Miller and Boyle and Ms. Ramagano, amounts represent grant date values ($48.48 per share for 2023, $52.56 per share for 2022 and $71.69 per share for 2021) for awards issued during June of each year. For Ms. Peterson, who was hired as Vice President, Acquisitions and Development in August, 2022, amounts in 2023 and 2022 represent grant date values ($48.48 per share for 2023 and $49.04 per share for 2022) for awards issued in June, 2023 and September, 2022. All awards were made pursuant to the Universal Health Realty Income Trust Amended and Restated 2007 Restricted Stock Plan. Dividends declared by us are accrued and accumulated with respect to outstanding shares of restricted stock and will be/were paid in the aggregate on the vesting date on shares that ultimately vest. Awards are scheduled to vest on the second anniversary of the grant date. |
Summary Compensation Table
| (3) Consists of dividends deferred and accumulated on unvested restricted stock issued during 2023, 2022 and 2021 which will be paid in the aggregate on the vesting date on shares that ultimately vest. |
Summary Compensation Table
| UHT 2024 Proxy Statement | 27 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information regarding plan-based awards granted during fiscal year 2023 to our named executive officers.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(1) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($ / Sh) | Closing Price on Grant Date ($ / Sh) | Grant Date Fair Value of Stock Awards(2) ($) | | Name | Approval /Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | | | | Alan B. Miller | 6/7/2023 | — | — | — | — | — | — | 4,612 | — | — | $48.48 | $223,590 | | Charles F. Boyle | 6/7/2023 | — | — | — | — | — | — | 2,682 | — | — | $48.48 | $130,023 | | Cheryl K. Ramagano | 6/7/2023 | — | — | — | — | — | — | 2,682 | — | — | $48.48 | $130,023 | | Karla J. Peterson | 6/7/2023 | — | — | — | — | — | — | 1,180 | — | — | $48.48 | $57,206 |
Grants of Plan-Based Awards
| (1) Performance-based restricted shares of beneficial interest issued to Messrs. Miller and Boyle and Mses. Ramagano and Peterson under our Amended and Restated 2007 Restricted Stock Plan. All restricted shares are scheduled to vest on the second anniversary date of the award. Dividends declared by us are accrued and accumulated with respect to outstanding shares of restricted stock and will be paid in the aggregate on the vesting date on shares that ultimately vest. |
Grants of Plan-Based Awards
| (2) Represents the full grant date fair value for the restricted stock awards, as described in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table provides information about the number of outstanding equity awards held by our named executive officers at December 31, 2023.
Outstanding Equity Awards at December 31, 2023
| | Option Awards(1) | | | | | Stock Awards(2) | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Alan B. Miller | — | — | — | N/A | N/A | 4,091 | $176,936 | — | $— | | | | | | | | 4,612 | $199,469 | — | — | | Charles F. Boyle | — | — | — | N/A | N/A | 2,378 | $102,849 | — | — | | | | | | | | 2,682 | $115,997 | — | — | | Cheryl K. Ramagano | — | — | — | N/A | N/A | 2,378 | $102,849 | — | — | | | | | | | | 2,682 | $115,997 | — | — | | Karla J. Peterson | — | — | — | N/A | N/A | 1,122 | $48,527 | — | — | | | | | | | | 1,180 | $51,035 | | |
Outstanding Equity Awards at December 31, 2023
| (1) Stock option awards. There are no stock options or dividend equivalent rights outstanding at December 31, 2023. |
Outstanding Equity Awards at December 31, 2023
| (2) Restricted Stock Awards. These restricted shares are scheduled to vest on the second anniversary of the date of the grant as follows: 4,091 shares in June, 2024 and 4,612 shares in June, 2025 for Mr. Miller; 2,378 shares in June, 2024 and 2,682 shares in June, 2025 for each of Mr. Boyle and Ms. Ramagano, 1,122 shares in September, 2024 and 1,180 shares in June, 2025 for Ms. Peterson. Dividends declared by us are accrued and accumulated with respect to outstanding shares of restricted stock and will be paid in the aggregate on the vesting date on shares that ultimately vest. |
Outstanding Equity Awards at December 31, 2023
| (3) Based on closing sale price of shares of beneficial interest on the New York Stock Exchange on December 29, 2023 of $43.25 per share. |
Outstanding Equity Awards at December 31, 2023
| 28 | UHT 2024 Proxy Statement |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information about stock option exercises by, and the vesting of stock for, our named executive officers during fiscal year 2023.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Alan B. Miller | N/A | N/A | 3,050 | $132,645 | | Charles F. Boyle | N/A | N/A | 1,770 | $76,977 | | Cheryl K. Ramagano | N/A | N/A | 1,770 | $76,977 | | Karla J. Peterson | N/A | N/A | N/A | N/A |
Potential Payments Upon Termination or Change-In-Control
Potential Payments Upon Termination or Change-In-Control There are no potential payments committed to our named executive officers in connection with their termination or in the event of a change of control of the Trust. However, the Board of Trustees or Compensation Committee, in its sole discretion, may approve the immediate vesting of all shares of restricted stock.
Potential Payments Upon Termination or Change-In-Control
| UHT 2024 Proxy Statement | 29 |
2023 Pay Versus Performance Table
2023 Pay Versus Performance Table The following section was prepared in accordance with Item 402(v) of the SEC’s Regulation S-K. The following table provides additional compensation information for the past four fiscal years for our Chief Executive Officer (“CEO”) and our non-CEO Named Executive Officers (“Other NEOs”), as well as total shareholder return, net income and funds from operations (“FFO”) performance results for our fiscal years ending in 2023, 2022, 2021 and 2020:
2023 Pay Versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (2) | Average Summary Compensation Table Total for non-CEO NEOs (1) | Average Compensation Actually Paid to non-CEO NEOs (1)(2) | Total Shareholder Return (3) | Peer Group Total Shareholder Return (3) | Net Income (in thousands) | Funds From Operations (in thousands) (4) | | 2023 | $247,538 | $210,894 | $116,960 | $100,425 | $45.06 | $101.37 | $15,400 | $44,570 | | 2022 | $234,570 | $159,037 | $83,175 | $47,355 | $46.72 | $84.92 | $21,102 | $48,843 | | 2021 | $235,734 | $206,348 | $122,118 | $106,895 | $55.06 | $106.37 | $109,166 | $50,879 | | 2020 | $311,893 | $(26,489) | $161,571 | $(13,723) | $56.92 | $87.67 | $19,477 | $46,230 |
2023 Pay Versus Performance Table
| (1) Named executive officers included in the above compensation columns reflect the following: |
2023 Pay Versus Performance Table
| Year | CEO | Non-CEO NEOs | | 2023 | Alan B. Miller | Boyle, Ramagano, Peterson | | 2022 | Alan B. Miller | Boyle, Ramagano, Fowler, Peterson | | 2021 | Alan B. Miller | Boyle, Ramagano, Fowler | | 2020 | Alan B. Miller | Boyle, Ramagano, Fowler |
2023 Pay Versus Performance Table
| (2) SEC rules require certain adjustment be made to the Summary Compensation Table (“SCT”) totals to determine “Compensation Actually Paid” (“CAP”) as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as the total compensation from the SCT, adjusted to include, among other things, the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). No adjustment is made for dividends or other earnings, since dividends are factored into the fair value of the award. No equity awards of the named executives were granted and vest in the same year for 2023, 2022, 2021 and 2020. The following details these adjustments: |
2023 Pay Versus Performance Table
| Fiscal Year | Executives | SCT (a) | Grant Date Value of New Awards (b) | Year End Value of New Awards (i) | Change in Value of Unvested Prior Awards (ii) | Change in Value of Vested Awards (iii) | Change in Value of Awards that Failed to Meet Vesting Conditions (iv) | Total Equity CAP (c) = (i) + (ii) + (iii) + (iv) | CAP (d) = (a) - (b) +(c) | | 2023 | CEO | $247,538 | $223,590 | $209,454 | $(15,280) | $(7,228) | $— | $186,946 | $210,894 | | 2023 | Non-CEO NEOs | $116,960 | $105,751 | $99,065 | $(7,053) | $(2,797) | $— | $89,216 | $100,425 | | 2022 | CEO | $234,570 | $215,023 | $203,998 | $(33,565) | $(30,942) | $— | $139,490 | $159,037 | | 2022 | Non-CEO NEOs | $83,175 | $76,250 | $73,077 | $(11,390) | $(12,022) | $(9,236) | $40,429 | $47,355 | | 2021 | CEO | $235,734 | $218,654 | $187,804 | $(12,429) | $13,893 | $— | $189,268 | $206,348 | | 2021 | Non-CEO NEOs | $122,118 | $113,270 | $97,289 | $(6,439) | $7,197 | $— | $98,047 | $106,895 | | 2020 | CEO | $311,893 | $295,057 | $202,352 | $(159,744) | $(85,934) | $— | $(43,325) | $(26,489) | | 2020 | Non-CEO NEOs | $161,571 | $152,849 | $104,825 | $(82,753) | $(44,517) | $— | $(22,444) | $(13,723) |
2023 Pay Versus Performance Table
| (3) Total Shareholder Return (“TSR”) is determined based upon the value of an initial fixed investment of $100. The TSR peer group consists of the industry line peer group reflected in our 2023 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The companies in the peer group are as follows: Healthcare Realty Trust, Inc., Healthpeak Properties, Inc., LTC Properties, Inc., National Health Investors, Inc., Omega Healthcare Investors, Inc. and Welltower, Inc. Each year reflects the cumulative total return assuming $100 invested on December 31, 2019 in our common stock and in the our peer group, including subsequent reinvestment of dividends. |
2023 Pay Versus Performance Table
| 30 | UHT 2024 Proxy Statement |
2023 Pay Versus Performance Table
| (4) Funds from operations (“FFO”) is a widely recognized measure of performance for Real Estate Investment Trusts (“REITs”). FFO is a non-GAAP financial measure which may be helpful to our investors as a measure of our operating performance. We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). Below is a reconciliation of our reported net income to FFO for 2023, 2022, 2021 and 2020 (in thousands): |
2023 Pay Versus Performance Table
| | (in thousands) | | | | | | 2023 | 2022 | 2021 | 2020 | | Net Income | $15,400 | $21,102 | $109,166 | $19,447 | | Depreciation and amortization expense on consolidated investments | 27,733 | 26,557 | 27,478 | 25,581 | | Depreciation and amortization expense on unconsolidated affiliates | 1,205 | 1,184 | 1,549 | 1,202 | | Loss/(gain) on divestitures of real estate assets | 232 | — | (87,314) | — | | Funds from operations | $44,570 | $48,843 | $50,879 | $46,230 |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The following charts show the relationship between UHT’s cumulative four-year TSR and the of the industry line peer group reflected in our 2023 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, as well as the relationships between CAP and the required financial performance measures in the Pay Versus Performance table above—Company TSR, net income and the Company-selected measure of FFO.
Analysis of the Information Presented in the Pay Versus Performance Table
| 32 | UHT 2024 Proxy Statement |
Analysis of the Information Presented in the Pay Versus Performance Table
| UHT 2024 Proxy Statement | 33 |
2023 Trustee Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | | Gayle L. Capozzalo(3) | $38,500 | $28,991 | $— | $— | $— | $3,153 | $70,644 | | Michael Allan Domb(3) | $30,500 | $28,991 | $— | $— | $— | $3,153 | $62,644 | | Rebecca A. Guzman(3) | $30,410 | $28,991 | $— | $— | $— | $2,081 | $61,482 | | Robert F. McCadden(3) | $44,340 | $28,991 | $— | $— | $— | $3,153 | $76,484 | | Marc D. Miller(4) | $— | $28,991 | $— | $— | $— | $3,153 | $32,144 | | James P. Morey(3) | $36,750 | $28,991 | $— | $— | $— | $3,153 | $68,894 |