Edward H. Sim
UNIVERSAL HEALTH SERVICESAbout Edward H. Sim
Edward H. Sim is Executive Vice President and President of UHS’s Acute Care Division (joined December 2022). He previously served as Chief Operating Officer at Centura Health since 2017 and held senior leadership roles of increasing responsibility for 11 years at Baptist Health, underscoring deep operating expertise across hospital systems . In 2024, UHS delivered 10.8% revenue growth to $15.83B and adjusted EPS diluted of $16.61, with Adjusted EBITDA net of NCI of $2.246B, supporting maximum annual bonus payouts tied to corporate and divisional performance . Company TSR (fixed $100 basis) reached $128 in 2024 (peer group $213), contextualizing longer-term value creation dynamics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centura Health | Chief Operating Officer | Since 2017 (prior to UHS) | Operational leadership of a health system |
| Baptist Health | Senior leadership roles (increasing responsibility) | 11 years | Multi-year hospital operations leadership |
External Roles
No public company directorships or external board roles for Sim were disclosed in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $59,120 | $775,030 | $806,935 |
| Bonus ($) | — | $550,000 (sign-on) | — |
| Target Bonus (% of Salary) | Not disclosed for 2022 | 100% | 100% (25% corporate / 75% divisional) |
| Non-Equity Incentive Paid ($) | — | $372,014 | $1,613,870 |
| Stock Awards – Grant Date Fair Value ($) | — | $1,176,500 | $2,202,502 |
| Option Awards – Grant Date Fair Value ($) | — | $2,578,358 | — |
| All Other Compensation ($) | — | $17,235 | $18,638 |
| Total Compensation ($) | $59,120 | $5,469,137 | $4,688,447 |
Performance Compensation
Annual Incentive Structure and 2024 Outcomes
| Component | Metric(s) | Weighting | Target | Actual | Payout Factor | Award Type & Vesting |
|---|---|---|---|---|---|---|
| Corporate | Adjusted EPS diluted; Return on Capital | 25% of salary | $13.50 EPS; 8.0% ROC | $16.61 EPS; 10.1% ROC | 200% of corporate portion | Cash bonus, paid based on 2024 results (approved Mar 19, 2025) |
| Acute Care Divisional | Divisional income (pre-tax, net of cost of capital) | 75% of salary | $179.9M | $289.4M | 200% of divisional portion | Cash bonus, paid based on 2024 results (approved Mar 19, 2025) |
Long-Term Incentives (Equity)
| Award | Grant Date | Units | Grant-Date Fair Value ($) | Performance Metric | Earning Range | Vesting Schedule |
|---|---|---|---|---|---|---|
| Time-based RSUs | Mar 21, 2024 | 5,415 | $978,870 | — | — | 4 equal annual installments on each anniversary of grant |
| Performance-based RSUs (PBRSUs) | Mar 21, 2024 | 6,769 | $1,223,632 | 3-year Adjusted EBITDA net of NCI vs thresholds | 0% if <90%, 50% at 90%, 100% at 100%, 150% at ≥110% | Earned after 3-year measurement period; dividend equivalents subject to vesting |
| Stock Options (new hire) | Jan 17, 2023 | 50,000 | Grant-date FV included in 2023 ($2,578,358) | — | — | 4-year ratable vesting; 5-year term; strike $145.65; expires Jan 17, 2028 |
Notes:
- Sim did not receive 2022 PBRSUs (hire in Dec 2022) .
- RSU tranches vest annually; 1,354 RSUs were scheduled to vest within 60 days of Mar 17, 2025, evidencing near-term supply from vesting .
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Beneficial Ownership (Class B) | 26,354 shares | Includes 25,000 options exercisable within 60 days and 1,354 RSUs vesting within 60 days (as of Mar 17, 2025) |
| RSUs unvested (12/31/2024) | 5,415 units; $971,559 MV | Time-based RSUs; MV based on $179.42/share |
| PBRSUs unearned (12/31/2024) | 6,769 units; $1,214,494 MV | Performance-based; MV based on $179.42/share |
| Options – exercisable | 12,500 @ $145.65 | From 50,000 grant; vesting ratably |
| Options – unexercisable | 37,500 @ $145.65 | Remaining unvested from Jan 17, 2023 grant |
| Option expiration | Jan 17, 2028 | 5-year term from grant |
| Change-in-control (CIC) equity acceleration (if awards not assumed) – RSUs | $3,980,253 intrinsic value (12/31/24) | Company-wide CIC plan accelerates unvested RSUs if not assumed/substituted |
| CIC equity acceleration – Options | $1,266,375 intrinsic value (12/31/24) | Company-wide CIC plan accelerates unvested options if not assumed/substituted |
| Hedging/Pledging | Hedging prohibited; no pledging disclosure | Company prohibits hedging transactions (collars, forwards, derivatives). No explicit pledging policy disclosed in proxy |
Employment Terms
- Severance (involuntary termination without cause): Salary continuation for 12 months and partial COBRA reimbursement for 12 months. As of Dec 31, 2024 estimates: cash severance $845,816 and COBRA reimbursement $22,756 .
- Change-in-control: If equity awards are not assumed/substituted, unvested options and RSUs accelerate (values above; intrinsic values calculated at $179.42/share on 12/31/2024) .
- Clawback policy: Adopted October 2023 per NYSE/SEC requirements; applies to current/former officers for incentive-based compensation upon financial restatements .
- Deferred Compensation: No contributions/participation disclosed for Sim in 2024; aggregate deferred comp balance $0 .
- SERIP (Supplemental Executive Retirement Income Plan): Company discretionary contribution of $46,502 in 2024; year-end unvested balance $46,090 .
- Perquisites: $900 cell phone stipend in 2024 .
Compensation Structure Notes
- Peer group used for benchmarking includes HCA, Tenet, Community Health Systems, DaVita, Encompass Health, Acadia, Select Medical, Quest, Labcorp, Henry Schein, Molina, Brookdale; UHS targets median (50th percentile) for base and annual incentive levels, adjusting for role/tenure/performance .
- Shift from options to RSUs: In 2024, all employees (including NEOs) moved to a mix of time-based RSUs and PBRSUs to align pay with long-term performance and retention; dividend equivalents subject to vesting .
Performance Compensation – Detail Table (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EPS diluted ($) | Part of 25% corporate | 13.50 | 16.61 | 200% of corporate portion | Cash bonus (approved Mar 19, 2025) |
| Return on Capital (%) | Part of 25% corporate | 8.0% | 10.1% | 200% of corporate portion | Cash bonus (approved Mar 19, 2025) |
| Acute Care Divisional Income ($mm) | 75% divisional | 179.9 | 289.4 | 200% of divisional portion | Cash bonus (approved Mar 19, 2025) |
Investment Implications
- Strong pay-for-performance alignment: 2024 corporate and acute care targets were exceeded, triggering 200% payouts for both portions of Sim’s annual bonus—implying incentives keyed to EPS, ROC, and divisional income materially influenced compensation outcomes .
- Near-term supply and selling pressure: RSU tranches vest annually (first tranche around Mar 2025 with 1,354 scheduled), and options vest ratably through 2026; while Sim had no option exercises or stock vesting in 2024, calendar-based vesting can create periodic supply; monitor Form 4s around vest dates .
- Retention risk moderate: 12-month salary severance and COBRA support provide some protection; absence of individual CIC cash multiples (equity accelerates only if awards not assumed) suggests retention levers are principally equity-based rather than guaranteed cash .
- Alignment and governance: Hedging is prohibited under company policy and a clawback regime is in place, supporting alignment. No pledging disclosures were found, and executive equity accelerates only if not assumed in a change-of-control, reducing forced acceleration risk if awards are rolled over .
- Equity exposure: Sim’s beneficial ownership includes near-term RSU vesting and in-the-money options; CIC intrinsic values of $3.98M (RSUs) and $1.27M (options) are meaningful, implying sensitivity to corporate transactions and performance vesting outcomes .