Alan B. Miller
About Alan B. Miller
Alan B. Miller, age 87, is Chairman of the Board, Chief Executive Officer and President of Universal Health Realty Income Trust (UHT), roles he has held since 1986 and February 2003 respectively; he also serves as Executive Chairman of Universal Health Services, Inc. (UHS) since January 1, 2021, after previously serving as UHS’s Chairman and CEO since its inception in 1978, and earlier as President/Chairman/CEO of American Medicorp, Inc. . UHT’s pay-versus-performance disclosure shows five-year operating and market performance: 2024 net income of $19.234 million and funds from operations (FFO) of $47.873 million; cumulative TSR values per a $100 initial investment were $41.75 for UHT vs $135.35 for the peer group in 2024, with prior years detailed below . UHT’s compensation program for named executive officers (NEOs), including Miller, is centered on performance-based restricted stock, with 2024 grants set at the minimum level based on UHT’s three-year average TSR (-7.2%) versus the NAREIT index (2.7%) and selected peer group (3.6%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Health Realty Income Trust (UHT) | Chairman of the Board; Chief Executive Officer; President | Chairman/CEO since 1986; President since Feb 2003 | Led REIT strategy and oversight; equity-based NEO compensation design; advisory structure governance |
| Universal Health Services, Inc. (UHS) | Executive Chairman (current); formerly Chairman & CEO | Exec Chairman since Jan 1, 2021; Chairman & CEO 1978–2020 | Extensive health system leadership; alignment with UHT via advisory and tenant relationships |
| American Medicorp, Inc. | President, Chairman, CEO | Prior to 1978 | Healthcare operations experience preceding UHS formation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Health Services, Inc. (UHS) | Executive Chairman of Board of Directors | Since Jan 1, 2021 | Ongoing influence on major UHT tenant and advisor; implications for related-party oversight |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $0 | $0 | $0 |
| Cash Bonus ($) | $0 | $0 | $0 |
Notes:
- UHT does not pay cash salaries or annual cash bonuses to its NEOs; officers are employees of UHS’s subsidiary Advisor and compensation linkage occurs via an advisory fee rather than direct payroll from UHT .
Performance Compensation
| Year | Award Type | Metric | Target/Comparator | Actual | Payout Level | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Performance-based restricted stock | 3-year average TSR | Relative to NAREIT index and selected peer group | UHT: -7.2%; NAREIT: 2.7%; Peer: 3.6% | Minimum level for each NEO | 2-year cliff; dividends deferred until vest |
| 2025 | Restricted stock | Ongoing long-term incentive | Scheduled annually by Compensation Committee | Shares granted (see below) | Not disclosed for 2025 cycle | 2-year cliff; dividends deferred until vest |
Grant details (Alan B. Miller):
- 6/5/2024: 6,083 restricted shares; grant date fair value $232,614; scheduled to vest on 6/5/2026 .
- 6/11/2025: 6,021 restricted shares; scheduled to vest on 6/11/2027 .
Compensation process and governance:
- Awards are set using fixed dollar values benchmarked to peer market data; grants typically occur at a scheduled second-quarter Compensation Committee meeting; restricted stock earns dividends which are deferred and paid upon vesting .
- Compensation Committee receives input from external consultant Board Advisory, Inc. to validate peer data accuracy and reasonableness; no conflicts identified .
Multi-Year Compensation (Alan B. Miller)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $215,023 | $223,590 | $232,614 |
| All Other Compensation ($) | $19,547 | $23,948 | $29,785 |
| Total ($) | $234,570 | $247,538 | $262,399 |
Equity Ownership & Alignment
| Metric (as of Mar 31, 2025) | Value |
|---|---|
| Total beneficial ownership (shares) | 205,836 |
| Percent of outstanding shares | 1.49% |
| Shares outstanding (record date reference) | 13,851,469 (Apr 14, 2025) |
| Foundation holdings (disclaimed by Miller) | 42,000 (Alan B. Miller Family Foundation) |
| Pledged shares | None (no shares pledged by Trustees or exec officers) |
| Hedging policy | Prohibits hedging transactions (e.g., collars, options) |
Vesting schedule (unvested awards):
- June 2025: 4,612 shares .
- June 2026: 6,083 shares .
- June 11, 2027: 6,021 shares (2025 grant) .
Vested activity:
- 2024 stock vested: 4,091 shares; value realized $159,017 .
Employment Terms
| Provision | Term |
|---|---|
| Employment arrangement | Officer is employee of UHS subsidiary Advisor; UHT pays advisory fee (0.70% of average invested real estate assets) instead of salaries; 2024 advisory fee $5.5 million . |
| Severance | None committed upon termination . |
| Change-of-control | None committed; Board/Comp Committee may approve immediate vesting of restricted stock . |
| Clawback | Adopted Oct 2, 2023, aligned with NYSE/SEC rules; applies to incentive-based comp upon restatement-trigger . |
| Hedging/Pledging | Hedging prohibited; no pledges by Trustees/executives . |
Performance & Track Record (UHT measures)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Net Income ($ thousands) | 19,477 | 109,166 | 21,102 | 15,400 | 19,234 |
| Funds From Operations (FFO) ($ thousands) | 46,230 | 50,879 | 48,843 | 44,570 | 47,873 |
| TSR – Value of $100 investment (UHT) | $56.92 | $55.06 | $46.72 | $45.06 | $41.75 |
| TSR – Peer Group Value of $100 | $87.67 | $106.37 | $84.92 | $101.37 | $135.35 |
Key 2024 award driver:
- UHT three-year average TSR (2021–2023) was -7.2% vs NAREIT 2.7% and peer 3.6%; awards were granted at minimum level .
Board Governance
- Dual role: Miller serves as Chairman, CEO and President; Board utilizes a Lead Independent Trustee (Robert F. McCadden) who presides over executive sessions of non-management Trustees, enhancing oversight and independence within the current leadership structure .
- Independence and committees: Five of seven Trustees are independent; Audit Committee (McCadden—Chair; Capozzalo; Morey) met 10x in 2024; Compensation Committee (Morey—Chair; Capozzalo; Domb) met 1x; Nominating & Governance Committee (Capozzalo—Chair; Guzman; McCadden) met 1x; all members independent under SEC and NYSE standards .
- Board activity: Four regular Board meetings in 2024; Independent Trustees met in executive session four times; all Trustees attended the 2024 annual meeting virtually and participated in substantially all meetings .
Compensation Committee Analysis
- Process: Compensation for Miller is determined by the Compensation Committee with guidance from UHS Human Resources on peer market data; other NEOs’ awards incorporate Miller’s recommendations to the Committee, reflecting his long tenure and institutional knowledge .
- Consultant: Board Advisory, Inc. reviewed peer data for accuracy/reasonableness; no conflicts of interest identified in 2024 .
Compensation & Governance Signals
- Program design: Chief element is long-term, performance-based restricted stock; no stock options outstanding at 12/31/2024; dividends on restricted stock are deferred until vesting .
- Risk posture: No cash salaries or formulaic cash incentives; Compensation Committee concluded awards do not encourage excessive risk-taking; hedging prohibited; NYSE/SEC-aligned clawback adopted .
- Peer benchmarking: UHT benchmarks operating expenses and advisory fee vs selected healthcare REITs (e.g., Healthpeak, Healthcare Realty, LTC, NHI, Omega, DHC, Ventas, Welltower); UHT operating expense ratios are comparable to peers .
- Say-on-Pay support: Shareholder approval reached 94% for FY2023 (voted June 2024), and 93% in each of FY2022 and FY2021 (voted June 2023 and June 2022) ; in 2025, shareholders approved the advisory vote on NEO compensation with 9,240,529 votes in favor, 381,645 against, 61,515 abstained .
Director Election & Voting (2025)
| Proposal | For | Against | Abstain | Non-votes |
|---|---|---|---|---|
| Election of Trustees (Class III) – Domb | 9,364,599 | 297,180 | 21,910 | 2,115,000 |
| Election of Trustees (Class III) – Morey | 9,301,700 | 359,594 | 22,395 | 2,115,000 |
| Election of Trustees (Class III) – Guzman | 9,171,655 | 487,456 | 24,578 | 2,115,000 |
| Say-on-Pay (NEO compensation) | 9,240,529 | 381,645 | 61,515 | 2,115,000 |
| Ratification of KPMG (2025) | 11,251,679 | 523,631 | 23,380 | 0 |
Related Party Transactions (UHS Interlocks and Revenue Concentration)
- Advisory Agreement: UHS subsidiary (Advisor) manages UHT’s day-to-day affairs; agreement renewable annually upon Independent Trustees’ satisfactory performance review; 2024 advisory fee was $5.5 million (0.70% of average invested real estate assets) .
- Tenant concentration: UHS-related tenants accounted for approximately 38% of UHT consolidated revenue over the five years ended 12/31/2024 (and ~40%, 41%, and 40% in 2024, 2023, 2022 respectively), with six hospital facilities and multiple MOB/FED properties under long-term leases with renewal and purchase options; UHS owned 5.7% of UHT shares as of 12/31/2024 .
- Governance safeguards: All UHS-related transactions require approval by a majority of Independent Trustees; Code of Conduct mandates conflict disclosure and independent appraisal/market comparability where applicable .
Equity Ownership & Vesting Pressure (Forward Supply Considerations)
| Date | Shares Vesting (Alan B. Miller) |
|---|---|
| June 2025 | 4,612 |
| June 5, 2026 | 6,083 |
| June 11, 2027 | 6,021 |
Note: Vesting may increase freely tradeable share supply; actual selling depends on future Form 4 activity and trading decisions.
Investment Implications
- Pay-for-performance alignment: Miller’s UHT compensation is predominantly equity-based under performance-conditioned restricted stock; 2024 grants were at minimum due to underperforming TSR relative to peers/NAREIT, signaling discipline and alignment with shareholder outcomes .
- Insider supply and selling pressure: Upcoming vesting milestones in 2025–2027 could add tradable shares; monitor Form 4 filings for any sales or dispositions around vest dates to gauge selling pressure .
- Dual-role governance and related-party risk: As both UHT CEO/Chairman and UHS Executive Chairman, Miller’s dual roles coincide with UHS being both UHT’s advisor and a major tenant; independence mitigants include a Lead Independent Trustee, fully independent committees, and annual Advisory Agreement renewals overseen by Independent Trustees; nonetheless, revenue concentration and purchase/renewal options at UHS-linked facilities remain structural risk factors to model .
- No severance exposure; clawback protection: Absence of severance/change-of-control payouts and adoption of an NYSE/SEC-compliant clawback reduce governance risk and unfavorable optionality; hedging is prohibited and no pledges exist, strengthening alignment .
- Shareholder sentiment: Strong say-on-pay support (93–94% historically; 2025 advisory approval) indicates investor acceptance of the compensation framework; continued TSR improvement and FFO stability would support future award outcomes and sentiment .