Nina Chen-Langenmayr
UNIVERSAL HEALTH SERVICESAbout Nina Chen-Langenmayr
Independent Class III director of UHS since 2022; age 68. She is a Juris Doctor with extensive experience in human capital management and outsourcing, particularly in pharmaceutical and healthcare. She serves on the Board of Directors for The Welcoming Center (Philadelphia) and was formerly a Special Projects Consultant there since 2013; she is a Founding Member of the Asian Pacific American Bar Association of Pennsylvania and a member of the Forum of Executive Women .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Welcoming Center (Philadelphia) | Special Projects Consultant; Board Director | Consultant since 2013; current board service (dates not otherwise disclosed) | Community integration and workforce development; civic board engagement |
| Mercer | Partner, Client Relationship Management Group | Not disclosed | Human capital and outsourcing expertise, healthcare and pharma focus |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| The Welcoming Center | Director | Non-profit | Ongoing civic board role |
| Asian Pacific American Bar Association of Pennsylvania | Founding Member | Professional association | Legal community leadership |
| Forum of Executive Women | Member | Professional network | Executive leadership network |
- No current public company directorships disclosed .
Board Governance
- Committee assignments: Compensation Committee member; Quality and Compliance Committee member .
- Chair roles: Chairperson of Special Litigation Committee (formed 2023; dissolved 2024 after Knight v. Miller settlement) .
- Independence: Board determined she is independent under SEC and NYSE rules .
- Attendance and engagement: 2024 featured seven Board meetings; “All or substantially all” directors participated in Board and respective committee meetings; all directors attended the 2024 virtual Annual Meeting .
- Committee cadence: Audit (10 meetings), Compensation (7), Quality & Compliance (5), Nominating & Governance (1), Executive (0), Finance (0) in 2024 .
- Election class: Class B and D stockholders elect two directors; her seat is one of those elected by Class B/D .
- Lead Independent Director context: Eileen C. McDonnell serves as Lead Director .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $100,000 | Non-employee director cash retainer |
| Compensation Committee Member Retainer | $7,500 | Cash retainer for committee membership |
| Quality & Compliance Committee Member Retainer | $11,250 | Cash retainer for committee membership |
| Special Litigation Committee Chair Retainer | $5,000 | Cash retainer while SLC active in 2024 |
| Fees Earned or Paid in Cash (reported) | $123,751 | Total cash fees shown in Director Compensation table |
| Dividend Equivalents (other comp) | $1,190 | Paid upon vesting of prior-year RSUs |
Performance Compensation
| Equity Award | Grant Date | Units | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSUs (Class B) | May 15, 2024 | 1,097 | $199,917 (at $182.24 per share) | Full vest on earlier of one-year anniversary or next annual meeting ≥50 weeks after prior meeting |
- Director awards are time-based RSUs; no performance metrics apply to director equity grants (vesting schedule as above) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company boards; no interlocks disclosed |
- Compensation Committee interlocks: Committee composed entirely of independent directors; no member (including Chen-Langenmayr) has served as a UHS officer or had relationships requiring disclosure .
Expertise & Qualifications
- Juris Doctor; founding APABA of Pennsylvania; member of Forum of Executive Women .
- Depth in human capital management and outsourcing with healthcare/pharma emphasis .
- Quality & compliance oversight via committee membership; Q&C met five times in 2024 .
- Independent status affirmed annually by Board .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Class B) | 1,985 shares | Less than 1% of class and general voting power |
| RSUs Outstanding (as of 12/31/2024) | 1,097 | Director RSUs outstanding; standard annual grant |
| RSUs Scheduled to Vest within 60 days of 3/17/2025 | 1,097 | Included in beneficial ownership per footnote |
| Options | None | No director options for Chen-Langenmayr; table shows “—” |
| Pledged or Hedged Shares | None disclosed; hedging prohibited | Company policy prohibits hedging by directors |
Governance Assessment
- Board effectiveness: Active participation (seven Board meetings; robust committee cadence), with Chen-Langenmayr serving on Compensation and Quality & Compliance and chairing the Special Litigation Committee in a focused governance matter, signaling engagement and independence in oversight .
- Alignment and incentives: Director pay mix combines fixed cash retainers with annual time-based RSUs subject to one-year or next-meeting vesting; no performance metrics for director equity, consistent with market practice; dividend equivalents are modest .
- Independence and conflicts: Board annually affirms independence; no related-party transactions or disclosed conflicts for Chen-Langenmayr; Compensation Committee free of interlocks and insider participation .
- Controlled company context (RED FLAG): UHS is a controlled company with concentrated voting power (family holds ~90% of general voting power via Class A/C structure); Board remains classified; Class B/D holders elect only two directors, which can constrain investor influence—important governance consideration for external shareholders .
- Policy safeguards: Prohibition on hedging for directors; clawback policy adopted in October 2023 applies to executive officers (not directors), supporting accountability in incentive pay design .
Overall: Chen-Langenmayr presents as an independent, governance-engaged director with relevant human capital/healthcare expertise and consistent attendance, operating within a controlled, classified board structure that reduces minority shareholder leverage—placing heightened importance on the effectiveness of independent committees where she participates .