Steve G. Filton
UNIVERSAL HEALTH SERVICESAbout Steve G. Filton
Steve G. Filton is Executive Vice President, Chief Financial Officer, and Secretary of Universal Health Services (UHS). He joined UHS in 1985 (Director of Corporate Accounting), became Vice President & Controller in 1991, Secretary in 1999, CFO in 2003, and EVP in 2017 . He holds a BS in Accounting from the Wharton School of the University of Pennsylvania and is a CPA (American and Pennsylvania Institutes of CPAs) . Under his financial leadership, UHS’s 2024 net revenues rose 10.8% to $15.83B and adjusted EPS reached $16.61; adjusted net income was $1.13B . The company’s cumulative five‑year TSR measured at $128 versus peer group $213 (base $100, Dec-2019), indicating relative underperformance vs peers despite strong internal earnings metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UHS | Executive Vice President | 2017–present | Enterprise finance leadership; capital allocation and incentive design |
| UHS | Chief Financial Officer | 2003–present | Long-tenured CFO overseeing reporting, liquidity, investor relations |
| UHS | Secretary | 1999–present | Corporate governance and disclosure responsibilities |
| UHS | Vice President & Controller | 1991–2003 | Built corporate accounting controls and reporting infrastructure |
| UHS | Director of Corporate Accounting | 1985–1991 | Established foundational accounting processes |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arthur Andersen (Audit Division) | Auditor | ~6 years prior to 1985 | Big Four audit training prior to joining UHS; strengthened technical accounting credentials |
| American & Pennsylvania Institutes of CPAs | Member (CPA) | N/A | Professional standards and ethics; ongoing technical development |
Fixed Compensation
Three-year compensation components (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $786,574 | $826,698 | $859,766 |
| Bonus (Discretionary) | $0 | $0 | $0 |
| Grant-Date Fair Value – Stock Awards | $1,210,017 | $1,258,384 | $2,355,795 |
| Grant-Date Fair Value – Option Awards | $1,210,020 | $1,258,472 | $0 |
| Non-Equity Incentive Plan | $42,881 | $1,240,047 | $1,719,532 |
| Change in Pension/SERIP Value | $42,881 | $47,194 | $49,602 |
| All Other Compensation | $18,612 | $19,362 | $17,438 |
| Total | $3,268,104 | $4,650,157 | $5,002,133 |
All Other Compensation (2024) detail: Insurance premiums $7,088 and 401(k) company match $10,350 .
Performance Compensation
Annual cash incentive structure and outcomes (2024):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EPS (diluted) | 100% of CFO bonus based on corporate metrics | $13.50 | $16.61 | 200% of target | Cash paid for FY2024 |
| Return on Capital | 100% of CFO bonus based on corporate metrics | 8.0% | 10.1% | 200% of target | Cash paid for FY2024 |
Equity incentives (structure and realization):
| Award Type | Grant/Target | Metric | Thresholds | Actual | Earned/Vesting |
|---|---|---|---|---|---|
| PBRSUs (2024 grant) | 7,240 target units (Filton) | 3‑yr Adjusted EBITDA net of NCI growth | <90%:0%; 90%:50%; 100%:100%; ≥110%:150% | In progress (3‑year period) | Earn based on 2024–2026 performance |
| Time-based RSUs (2024 grant) | 5,792 units (Filton) | Service | N/A | N/A | 25% per year over 4 years |
| PBRSUs (2022 grant) | 8,414 target units (Filton) | Adjusted EBITDA net of NCI (target $2.012B; 110%=$2.214B) | See above thresholds | $2.246B (112% of target) | 12,621 units earned/vested (150%) on 3/12/2025 |
Equity Ownership & Alignment
Beneficial ownership and outstanding equity (as of March 17, 2025 unless noted):
| Item | Detail |
|---|---|
| Class B Common Stock beneficially owned | 387,157 shares; less than 1% of class |
| Trust holdings | 161,000 Class B shares held by two 2020 Irrevocable Trusts (80,500 each); Filton is trustee/beneficiary of one, disclaims beneficial ownership of the other (held by spouse) |
| Options exercisable within 60 days | 118,263 shares |
| RSUs vesting within 60 days | 1,448 shares |
| Hedging policy | Hedging transactions prohibited for employees/directors |
| Pledging | Awards/option-acquired shares subject to transfer/pledging restrictions; no individual pledging disclosed |
| Stock ownership guidelines | Not disclosed |
Outstanding equity detail (12/31/2024):
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Stock options | 29,400 | 9,800 | $138.80 | 03/16/2026 |
| Stock options | 33,028 | 11,009 | $152.68 | 03/16/2026 |
| Stock options | 13,236 | 13,235 | $143.81 | 03/22/2027 |
| Stock options | 7,586 | 22,759 | $117.65 | 03/14/2028 |
| RSUs (time-based) | N/A | 5,792 units (2024 grant) | N/A | 25% per year |
| PBRSUs | N/A | 10,696 units (unearned at 12/31/24) | N/A | Earn based on 3‑year metric |
Change‑in‑control equity acceleration (if awards not assumed/substituted; intrinsic values at $179.42 closing price, 12/31/2024):
| Component | Value |
|---|---|
| Accelerated options intrinsic value (Filton) | $2,569,578 |
| Accelerated RSUs intrinsic value (Filton) | $5,766,918 |
Insider liquidity indicator:
- 2024 option exercises: 146,454 shares; value realized $15,330,083 .
Employment Terms
- Specific employment/severance agreement terms for Steve G. Filton are not disclosed in the proxy. For all NEOs, the 2020 Omnibus Plan provides full acceleration of unvested awards upon change-in-control if awards are not assumed/substituted . Clawback policy adopted October 2023 requires recoupment of incentive-based compensation upon a required accounting restatement .
Pension, Deferred Compensation, and Benefits
| Plan/Benefit | 2024 Activity/Balance |
|---|---|
| SERIP (Supplemental Executive Retirement Income Plan) | Company contribution $49,602; gains $16,879; ending vested balance $342,251; ERIP-to-SERIP conversion balance $919,340; aggregate $1,261,591 |
| ERIP (Executive Retirement Income Plan) | Converted to SERIP previously; conversion balance detailed above |
| Nonqualified Deferred Compensation Plan | No executive contributions; no company contributions; no balance |
| 401(k) company match | $10,350 |
| Perquisites | None reported; insurance premiums $7,088 |
Compensation Peer Group (Benchmarking)
Peer group used for executive compensation benchmarking (median revenues ≈$12.5B vs UHS $15.8B in 2024): Acadia, Brookdale Senior Living, Community Health Systems, DaVita, Encompass Health, HCA Healthcare, Henry Schein, Labcorp, Molina Healthcare, Quest Diagnostics, Select Medical, Tenet Healthcare . UHS targets median base salary and annual incentive market rate for NEOs .
Investment Implications
- Strong pay-for-performance alignment: CFO’s 2024 bonus (200% of target) tied entirely to corporate Adjusted EPS and Return on Capital; both exceeded targets materially ($16.61 vs $13.50; ROC 10.1% vs 8.0%) . Performance RSUs further link long-term equity to 3‑year Adjusted EBITDA growth (2022 cohort vested at 150%) .
- Liquidity windows and potential selling pressure: Significant options outstanding expiring 2026–2028 and large 2024 option exercise ($15.33M value realized) can create episodic selling pressure as expirations/vesting milestones approach .
- Skin‑in‑the‑game: Beneficial ownership is <1% with trust holdings; alignment mainly via at‑risk equity awards and SERIP/ERIP balances rather than large direct share stakes .
- Governance and risk: Hedging prohibited and clawback policy implemented; change‑in‑control economics limited to equity acceleration if awards are not assumed, with Filton’s potential acceleration values of ~$8.34M (options + RSUs) . Note UHS’s controlled company status and classified board, which may reduce external accountability relative to peers per shareholder commentary, though board opposes declassification and maintains majority independent committees .