Matthew J. Peterson
Executive Vice President, President of Behavioral Health Division at 
UNIVERSAL HEALTH SERVICES
UNIVERSAL HEALTH SERVICESExecutive
About Matthew J. Peterson
Matthew J. Peterson is Executive Vice President and President of UHS’s Behavioral Health Division. He joined UHS in September 2019 after 11 years at UnitedHealth Group in roles including Chief Operating Officer for OptumGovernment and other SVP/VP positions; he retired from the Air National Guard as a Brigadier General in August 2024 . In 2024, UHS delivered 10.8% revenue growth to $15.83B and adjusted EPS of $16.61, with Adjusted EBITDA net of NCI of $2.246B; Behavioral Health divisional income (ex‑U.K.) was $638.3M versus a $443.1M target, driving maximum incentive payouts for Peterson .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UnitedHealth Group (OptumGovernment) | Chief Operating Officer; various SVP/VP roles | 11 years | Led operations at a health services/technology unit; company did not disclose further impact |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Air Force – Air National Guard | Brigadier General | Retired Aug 2024 | Senior military leadership; company did not disclose further impact |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $666,922 | $697,527 | $725,428 |
| Bonus ($) | — | — | — |
| Grant Date Fair Value Stock Awards ($) | $994,015 | $1,033,791 | $1,935,324 |
| Grant Date Fair Value Option Awards ($) | $993,990 | $1,033,818 | — |
| Non‑Equity Incentive Plan Compensation ($) | — | $1,224,160 | $1,450,856 |
| Change in Pension Value & Nonqualified Deferred Comp Earnings ($) | $37,402 | $40,015 | $41,852 |
| All Other Compensation ($) | $19,216 | $20,293 | $20,521 |
| Total ($) | $2,711,545 | $4,049,604 | $4,173,981 |
• 2024 perquisites included cell phone stipend ($900), ESPP discount ($1,333), and sporting event tickets ($1,039) .
Performance Compensation
2024 Annual Cash Incentive (Executive Incentive Plan)
| Metric | Weighting (% of bonus) | Target | Actual | Payout (% of target) | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate: Adjusted EPS; Return on Capital | 25% | EPS $13.50; ROC 8.0% | EPS $16.61; ROC 10.1% | 200% | Paid March 2025 per Committee determination |
| Behavioral Health Divisional Income (ex‑U.K.) | 75% | $443.1M | $638.3M | 200% (of divisional portion) | Paid March 2025 per Committee determination |
Performance‑Based RSUs (PBRSUs) – Earnout Detail
| Grant Year | Metric | Target | Actual | Earnout (% of target) | Shares Earned | Vest Date |
|---|---|---|---|---|---|---|
| 2022 PBRSUs | 3‑yr Adjusted EBITDA net of NCI | $2.012B | $2.246B | 150% (≥110% target) | 10,368 | Mar 12, 2025 |
• PBRSU scale: 90%→50%, 100%→100%, ≥110%→150% of target .
• 2024 grants: 4,758 time‑based RSUs and 5,948 PBRSUs; RSUs vest 25% annually over 4 years; PBRSUs earned on 3‑year EBITDA net of NCI .
Equity Ownership & Alignment
Beneficial Ownership (as of March 17, 2025)
| Item | Amount | Notes |
|---|---|---|
| Class B Common Stock beneficially owned | 37,175 | Less than 1% of class |
| Options exercisable within 60 days | 29,558 | Included in beneficial ownership per Rule 13d‑3 |
| RSUs vesting within 60 days | 1,190 | Included in beneficial ownership treatment |
Policies:
- Hedging prohibited (collars, forward sale, trading in options, etc.) .
- Clawback adopted Oct 2023 for incentive‑based comp upon restatement per NYSE/SEC rules .
Outstanding Equity Awards (Dec 31, 2024)
| Instrument | Status | Quantity | Exercise/Grant Price | Expiration/Vesting | Market Value ($) |
|---|---|---|---|---|---|
| Stock Options | Unexercisable | 8,425 | $138.80 | 03/16/2026 | — |
| Stock Options | Unexercisable | 9,465 | $152.68 | 03/16/2026 | — |
| Stock Options | Unexercisable | 10,872 | $143.81 | 03/22/2027 | — |
| Time‑based RSUs | Unvested | 4,758 | $180.77 grant ref. | 25% annually over 4 years | $853,680 (at $179.42) |
| PBRSUs (unearned) | Unvested | 6,912 | — | 3‑yr EBITDA net of NCI | $1,240,151 (at $179.42) |
| PBRSUs (unearned) | Unvested | 8,787 | — | 3‑yr EBITDA net of NCI | $1,576,564 (at $179.42) |
| PBRSUs (unearned) | Unvested | 5,948 | — | 3‑yr EBITDA net of NCI | $1,067,190 (at $179.42) |
Insider transactions:
- 2024: Exercised 161,731 options; value realized $9,927,967 .
Employment Terms
| Term/Provision | Detail |
|---|---|
| Employment start date | September 2019 |
| Current role | EVP; President, Behavioral Health Division |
| Severance (involuntary termination without cause) | Salary continuation for 12 months; cash severance $759,283; COBRA reimbursement $22,102 (as if on Dec 31, 2024) |
| Change‑of‑control treatment | If awards are not assumed/substituted, full acceleration of unvested awards; intrinsic value of accelerated options $2,137,321 and RSUs $4,737,585 (at $179.42) |
| Clawback | Applies to incentive‑based comp upon restatement (Oct 2023 policy) |
| Hedging/Pledging | Hedging prohibited; no pledging policy disclosed in reviewed sections |
| Non‑compete / Non‑solicit | Not disclosed in proxy sections reviewed |
Compensation Structure Analysis
- Shift from options to RSUs/PBRSUs: In 2024, NEOs (including Peterson) received annual equity entirely as RSUs/PBRSUs; no options were granted, increasing retention via time‑based vesting and performance alignment via 3‑yr EBITDA hurdles .
- Targeting medians: Base salary and annual incentives targeted to the median (50th percentile) of the peer group/general industry; actual awards vary with performance .
- Peer group used for benchmarking includes HCA, Tenet, Acadia, DaVita, Encompass, Quest, Laboratory Corp, Molina, Select Medical, Brookdale, Community Health, Henry Schein (median revenues ~$12.5B vs UHS $15.8B) .
Related Party Transactions and Governance Indicators
- No related party transactions exceeding $120,000 since the prior fiscal year, beyond disclosures in the proxy .
- Section 16(a) compliance: All insider reports timely for fiscal 2024 .
- Board oversight and risk management processes described; Lead Independent Director role in engagement noted .
Investment Implications
- Strong pay‑for‑performance alignment: 2024 corporate and Behavioral Health divisional over‑achievement drove maximum cash bonus payouts (200% of target), with PBRSUs earning 150% for the 2022 cycle on EBITDA net of NCI—linking Peterson’s variable comp to revenue/earnings quality and capital efficiency .
- Retention vs selling pressure: Time‑based RSUs vest through 2028, supporting retention, but significant 2024 option exercise ($9.93M value realized) and upcoming option maturities in 2026–2027 could create periodic sell pressure; monitoring Form 4 activity is prudent .
- Change‑of‑control economics: Single‑trigger acceleration if awards are not assumed/substituted (no gross‑up/multiples disclosed); cash severance is modest (12 months) suggesting limited golden parachute risk specific to Peterson, but acceleration values are material and relevant for transaction scenarios .
- Governance safeguards: Hedging prohibition and clawback policy reduce misalignment risk; absence of pledging disclosure is a watch‑item to monitor in future filings .