Eileen C. McDonnell
UNIVERSAL HEALTH SERVICESAbout Eileen C. McDonnell
Independent director since 2013 (age 62); Lead Independent Director; chairs the Audit and Compensation Committees and serves on the Nominating & Governance and Executive Committees. Former Chairman and CEO of Penn Mutual Life Insurance Company; currently Trustee at Penn Mutual. Core credentials: insurance CEO experience, audit oversight, compensation governance, and board leadership in a controlled-company context .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penn Mutual Life Insurance Company | Chairman | 2011–Dec 2023 (CEO Mar 2011–Dec 2021) | Led a mutual insurer; governance and strategic oversight |
| Penn Mutual Life Insurance Company | Trustee | 2010–Present | Ongoing board fiduciary responsibilities |
| ExecMPower | Founder | Prior to 2008 | Strategic planning/executive coaching; leadership development |
| Insurance Federation of Pennsylvania | Director | Prior service (dates not specified) | Industry policy and advocacy |
| VisionForward (Drexel Univ. College of Medicine) | National Advisor | Prior service (dates not specified) | Women’s health leadership initiative |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Penn Mutual Life Insurance Company | Trustee | Current | Post-Chairman transition; continued board service |
Board Governance
- Committee assignments: Audit Committee (Chair); Compensation Committee (Chair); Nominating & Governance Committee (member); Executive Committee (member) .
- Lead Independent Director: McDonnell serves as lead director, providing independent leadership and board process oversight .
- Independence: All Compensation Committee members (including McDonnell) are independent; the board maintains majority independent directors despite controlled company status .
- Board cadence: Six regular meetings per year; independent director executive sessions are held regularly .
Fixed Compensation
| Element | Amount (USD) | Detail |
|---|---|---|
| Annual Board retainer | $100,000 | Non-employee director cash retainer (2024) |
| Audit Committee Chair retainer | $25,000 | Chair fee (2024) |
| Compensation Committee Chair retainer | $15,000 | Chair fee (2024) |
| Nominating & Governance Committee member retainer | $5,000 | Member fee (2024) |
| Meeting fees | $0 | Committee meeting fees eliminated starting 2022 to align with peers |
Notes:
- UHS shifted director pay mix in 2022: increased cash retainers, eliminated meeting fees, and moved from options to RSUs with fixed dollar grant values .
Performance Compensation
| Grant Date | Type | Shares | Grant-Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| May 15, 2024 | RSUs | 1,097 | $199,917 | Vests on earlier of 1-year anniversary or next annual meeting (≥50 weeks after prior meeting) | Grant value based on $182.24/share; annual grant under 2020 Omnibus Plan |
Notes:
- Director equity is time-based RSUs; no performance conditions or TSR/financial metrics apply to director awards .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| Penn Mutual Life Insurance Company | Private (mutual insurer) | Trustee | None disclosed with UHS operations |
| ExecMPower | Private | Founder | None disclosed |
| Insurance Federation of Pennsylvania | Non-profit/industry | Director | None disclosed |
| VisionForward (Drexel) | Academic initiative | National Advisor | None disclosed |
Expertise & Qualifications
- CEO/Chair experience at a large insurer; deep finance, risk, and regulated-industry oversight .
- Audit and compensation governance expertise; chairs both committees at UHS .
- Board leadership as Lead Independent Director; supports accountability and independent executive sessions .
- Strategy and human capital background via ExecMPower and industry associations .
Equity Ownership
| Holding Type | Amount | Percent Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership (Class B) | 8,913 shares | <1% | As of March 17, 2025 |
| Options exercisable within 60 days | 2,500 shares | — | Included in beneficial ownership per Rule 13d-3 |
| RSUs vesting within 60 days | 1,097 shares | — | Director RSUs scheduled to vest within 60 days |
No pledging or hedging: Company policy prohibits director/employee hedging transactions (collars, options, derivatives), supporting alignment .
Governance Assessment
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Strengths:
- Independent leadership: McDonnell is Lead Independent Director and chairs Audit and Compensation, anchoring core oversight functions .
- Director pay structure aligned with market: fixed cash retainers, annual RSUs; elimination of meeting fees; shift from options to RSUs improves alignment and reduces risk .
- Risk controls: formal hedging prohibition and SEC-compliant clawback policy adopted in 2023 for executives; supports governance rigor .
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Concerns/RED FLAGS:
- Controlled company and multi-class voting: insiders hold disproportionate voting power (Class A/C/D structure), limiting minority shareholder influence and board accountability .
- Classified board: stockholder proposal to declassify received board opposition and was rejected by >90% of votes present in 2024; board continues to oppose annual elections, reducing direct accountability cycle .
- Related-party context (board-level): UHS utilizes Norton Rose Fulbright as outside counsel; a director (Warren J. Nimetz) is Of Counsel—independence controls should be closely monitored by Audit Chair (McDonnell) to manage potential perceived conflicts .
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Committee effectiveness:
- Compensation Committee composition: McDonnell (Chair), Sussman, Chen-Langenmayr; all independent; uses FW Cook as independent consultant with no conflicts identified in 2024 review—good practice for pay governance .
- Audit Committee composition: McDonnell (Chair), Singer, Sussman; performed standard oversight and recommended inclusion of audited financials—indicates functioning oversight .
Overall: McDonnell’s leadership and committee chairs are positives for governance effectiveness within a controlled, classified-board structure. Investors should weigh her oversight strengths against structural governance constraints that may dampen shareholder influence and declassification initiatives .