Elliot J. Sussman, M.D.
UNIVERSAL HEALTH SERVICESAbout Elliot J. Sussman, M.D.
Elliot J. Sussman, M.D., age 73, has served on the UHS Board since 2018. He is Chairman of The Villages Health, and formerly served as President & CEO of Lehigh Valley Hospital and Health Network (1993–2010); he also sat on the Board of Yale New Haven Health System (2011–2023) and previously chaired the Council of Teaching Hospitals and the Association of American Medical Colleges . The Board has determined Dr. Sussman is independent under SEC and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lehigh Valley Hospital and Health Network | President & CEO | 1993–2010 | Led large integrated health network |
| Council of Teaching Hospitals | Chair | Not disclosed | National academic medicine leadership |
| Association of American Medical Colleges | Chair | Not disclosed | National academic medicine leadership |
| Yale New Haven Health System | Director | 2011–2023 | Board oversight at major health system |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Villages Health | Chairman | Current | Senior community health delivery platform |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Governance (Chair), Quality & Compliance (Chair) .
- Independence: Board affirms Dr. Sussman is independent; UHS is a NYSE “controlled company” but maintains independent Audit, Compensation, and Nominating & Governance Committees; Lead Independent Director is Eileen C. McDonnell .
- Attendance and engagement: 7 regular Board meetings in 2024; “all or substantially all directors” participated in Board and committee meetings; all directors attended the 2024 Annual Meeting . Committee activity included Audit (10 meetings), Compensation (7), Nominating & Governance (1) in 2024 .
- Shareholder rights context: UHS rejected a 2024 declassification proposal by over 90% of votes; Board again opposes 2025 declassification proposal; Company has no poison pill .
Fixed Compensation (2024)
| Component | Amount ($) | Detail/Notes |
|---|---|---|
| Board annual retainer | 100,000 | Non-employee director cash retainer |
| Audit Committee member retainer | 12,500 | Member (not Chair) |
| Compensation Committee member retainer | 7,500 | Member (not Chair) |
| Nominating & Governance Committee Chair retainer | 10,000 | Chair fee |
| Quality & Compliance Committee Chair retainer | 22,500 | Chair fee |
| Total Cash Fees | 152,500 | Sum matches Director Compensation table |
- Dividend equivalents paid on prior RSU vesting: $1,190 .
Performance Compensation (Directors – 2024)
| Grant Type | Grant Date | Units | Grant-Date Value ($) | Vesting Terms | Dividend Equivalents ($) |
|---|---|---|---|---|---|
| RSUs (Class B) | May 15, 2024 | 1,097 | 199,917 | Fully vest on earlier of one-year anniversary or next annual meeting ≥50 weeks after prior annual meeting | 1,190 (paid on 2023 RSU vesting during 2024) |
- Director equity awards are time-based; no performance metrics apply to director equity grants. Executive performance metrics used by the Compensation Committee for officers include adjusted EPS and Return on Capital for annual incentives, and three-year Adjusted EBITDA (net of NCI) for PBRSUs; these are not applicable to director compensation .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Transactions |
|---|---|---|---|
| Yale New Haven Health System | Private non-profit | Former Director | No UHS-related party transaction disclosed |
| The Villages Health | Private | Chairman | No UHS-related party transaction disclosed |
- No other public company directorships disclosed for Dr. Sussman in the proxy .
Expertise & Qualifications
- Industry experience: Long-tenured health system executive and governance leader (AAMC, COTH) .
- Governance expertise: Chairs Nominating & Governance and Quality & Compliance committees—key oversight domains .
- Financial literacy: Serves on Audit Committee; Board confirms Audit members are financially literate; Audit Committee includes a financial expert (McDonnell) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class B) | 10,048 shares | Less than 1% of voting power; includes equity awards per footnotes |
| Options exercisable within 60 days (Class B) | 5,000 | Counted in beneficial ownership footnote (11) |
| RSUs vesting within 60 days (Class B) | 1,097 | Counted in beneficial ownership footnote (23) |
| Options outstanding (12/31/2024) | 2,500 | Director equity awards table |
| RSUs outstanding (12/31/2024) | 1,097 | Director equity awards table |
| Shares pledged as collateral | Not disclosed | No pledging policy disclosure found; hedging prohibited |
- Ownership guidelines for directors: Not disclosed in proxy; hedging of UHS stock is prohibited for employees and directors .
Governance Assessment
-
Strengths:
- Independent director with deep hospital system leadership; chairs Nominating & Governance and Quality & Compliance—positions central to board effectiveness and care quality oversight .
- Active committee participation (Audit, Compensation), signaling broad oversight engagement; high meeting cadence (Audit 10x, Comp 7x) .
- Transparent director pay structure with modest cash retainers and standard RSU grants; total 2024 director compensation of $353,607 (fees $152,500; RSU grant $199,917; dividends $1,190) aligns incentives with equity .
- Hedging prohibition enhances alignment; absence of poison pill noted .
-
Potential investor confidence risks and mitigants:
- Controlled company governance: Miller family holds majority voting power; Board has majority independent directors and fully independent key committees, which mitigates entrenchment concerns; nonetheless, the Board opposed declassification and shareholders rejected declassification in 2024, implying limited influence of public holders .
- Related-party exposure: No related-party transactions disclosed involving Dr. Sussman; note separate outside counsel relationship exists with another director’s firm (Nimetz), not Sussman .
- Ownership alignment: Dr. Sussman’s beneficial ownership is small in percentage terms (typical for outside directors); annual RSU grant supports ongoing equity alignment .
-
RED FLAGS:
- Controlled company structure with 90%+ voting power concentrated; persistent Board opposition to annual elections may be viewed as entrenching by some investors .
- No disclosed director stock ownership guidelines (cannot assess compliance); pledging policy not disclosed (hedging is prohibited) .