Warren J. Nimetz
UNIVERSAL HEALTH SERVICESAbout Warren J. Nimetz
Warren J. Nimetz, age 68, has served on the UHS Board since January 2018. He is Of Counsel (and formerly a Partner) at Norton Rose Fulbright US LLP (NRF), focusing on corporate/securities and M&A with deep experience structuring healthcare and life sciences transactions; he provides legal expertise to the Board. He is nominated as a Class II director elected by Class A and Class C stockholders and serves on the Executive and Finance Committees. In 2024 UHS also utilized NRF as outside corporate counsel.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norton Rose Fulbright US LLP | Partner; currently Of Counsel | Partner since 1987; currently Of Counsel | Focus on M&A, financing, corporate governance; extensive healthcare deal expertise. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Norton Rose Fulbright US LLP (UHS outside counsel) | Of Counsel | Current | UHS paid ~$1.05 million in 2024 to NRF for legal services; NRF also provides personal legal services to Executive Chairman Alan B. Miller. |
| Trusts for Alan B. Miller family | Trustee (various trusts) | Current | Trustee of certain trusts for benefit of Executive Chairman Alan B. Miller and his family; includes The Alan B. Miller 2002 Trust. |
Board Governance
- Committee assignments: Executive Committee (member) and Finance Committee (member). The Executive and Finance Committees did not meet during 2024.
- Independence: The Board classified four of seven directors as independent (Chen-Langenmayr, McDonnell, Singer, Sussman); Mr. Nimetz was not identified as independent. UHS utilizes the NYSE controlled company exemptions in limited fashion.
- Attendance and engagement: The Board held seven regular meetings in 2024; all or substantially all directors participated, and all directors attended the 2024 virtual annual meeting.
- Lead Independent Director: Eileen C. McDonnell serves as Lead Independent Director.
- Executive sessions: Non-management directors hold executive sessions per Corporate Governance Guidelines.
- Election and control: Mr. Nimetz (Class II) was elected on May 14, 2025 by Class A and Class C stockholders with 7,238,163 votes in favor; a stockholder proposal to declassify the Board failed (59.1 million against).
Fixed Compensation
| Year | Cash Retainer | Committee Chair/Member Fees | Meeting Fees | All Other Comp | Notes |
|---|---|---|---|---|---|
| 2024 | $100,000 | None disclosed for Executive/Finance roles | None disclosed | $1,190 (dividend equivalents) | Applies to non-employee directors; per director comp table. |
Performance Compensation
| Award Type | Grant Date | Quantity/Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (Class B) | May 15, 2024 | 1,097 RSUs; grant-date fair value $199,917 ($182.24/share) | Fully vest on earlier of one-year anniversary or the next annual meeting at least 50 weeks after the prior annual meeting | Annual non-employee director equity grant under 2020 Omnibus Plan. |
| Stock Options (outstanding as of 12/31/2024) | — | 10,000 options outstanding | Not disclosed | Listed in director equity awards table; strike/expiry not disclosed in proxy. |
No director performance metrics (financial/ESG/TSR) are tied to director equity; RSUs are time-based and not performance-based.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards (current) | None disclosed in the proxy biography. |
| Interlocks/related ties | Of Counsel at NRF (UHS outside counsel); UHS paid ~$1.05 million to NRF in 2024; NRF provides personal legal services to Executive Chairman Alan B. Miller; Nimetz is trustee of certain Miller family trusts. |
Expertise & Qualifications
- Legal/M&A: Decades of experience in public/private company M&A (tender offers, LBOs, PE, joint ventures), securities offerings, and financing, with specialization in healthcare transactions.
- Board value proposition: Legal and governance acumen with sector-specific transaction expertise relevant to hospital and behavioral health operations.
Equity Ownership
| Security | Beneficially Owned (shares) | Notes |
|---|---|---|
| Class A Common | 377,530 shares (5.7%) | Includes shares held via certain Miller-related trusts; trustee roles noted; disclaims beneficial interest in specified trust shares. |
| Class B Common | 394,946 shares | Per security ownership table; also includes 10,000 options exercisable within 60 days and 1,097 RSUs vesting within 60 days of 3/17/2025. |
| Options (Class B) | 10,000 | Exercisable within 60 days of 3/17/2025. |
| RSUs (Class B) | 1,097 | Scheduled to vest within 60 days of 3/17/2025 (2024 director grant timing). |
Hedging is prohibited for directors and employees (collars, forward sales, publicly-traded options/derivatives). The proxy does not disclose a pledging policy in the cited sections.
Governance Assessment
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Strengths:
- Sector-relevant legal/transaction expertise; long history advising healthcare deals.
- Lead Independent Director structure and fully independent Audit, Compensation, and Nominating & Governance Committees.
- Reported strong engagement: regular Board meetings with high participation; executive sessions framework.
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Risk indicators and RED FLAGS:
- Related-party exposure: UHS paid ~$1.05 million to NRF in 2024; Mr. Nimetz is Of Counsel at NRF; NRF also provides personal legal services to the Executive Chairman—perceived conflict and independence concern.
- Trustee to Miller family trusts (including The Alan B. Miller 2002 Trust), reinforcing interconnected relationships with controlling shareholders.
- Not classified as independent by the Board; only four of seven directors were deemed independent.
- Executive and Finance Committees (where Nimetz serves) did not meet in 2024, concentrating authority but offering limited visible oversight activity between board meetings.
- Controlled company structure and class-based voting led to unanimous Class A/C support for his election and defeat of a declassification proposal, limiting broader shareholder influence.
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Director pay/ownership alignment:
- Cash retainer plus time-based RSUs aligns with market norms; no director retirement or deferred comp plan participation; modest dividend-equivalent “all other” comp.
- Meaningful reported share ownership (including trusts and options), but trustee roles and disclaimers complicate direct “skin-in-the-game” assessment.
Overall, while Mr. Nimetz contributes valuable legal expertise, investors focused on independent oversight may view the NRF relationship and trust roles as material governance overhangs, especially in a controlled company context. Supporting facts: related-party legal payments, trustee roles, and non-independent designation.