Charles F. Boyle
About Charles F. Boyle
Charles F. Boyle, age 65, serves as Senior Vice President and Chief Financial Officer of Universal Health Realty Income Trust (UHT). He has been UHT’s CFO since 2003 and previously served as UHT’s Controller from 1991; he has held various roles at Universal Health Services (UHS) since 1983, including Senior Vice President at UHS since 2017, Vice President & Controller from 2003, and Assistant Vice President–Corporate Accounting from 1994 . UHT’s pay-versus-performance disclosures show a challenging recent TSR backdrop (three-year average TSR for 2021–2023 of -7.2% versus NAREIT 2.7% and peer 3.6%), with 2024 net income of $19.2 million and FFO of $47.9 million, contextualizing the Compensation Committee’s minimum-level equity awards for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Health Realty Income Trust | Senior Vice President & Chief Financial Officer | 2003–present | Executive finance leadership for REIT; oversees reporting and capital allocation within advisory model |
| Universal Health Realty Income Trust | Controller | 1991–2003 | Led accounting and controls during early REIT growth |
| Universal Health Services (UHS) | Senior Vice President | 2017–present | Senior corporate leadership; continued responsibility as Controller improves cross-entity coordination |
| Universal Health Services (UHS) | Vice President & Controller | 2003–2017 | Corporate financial stewardship; supports advisory services provided to UHT |
| Universal Health Services (UHS) | Assistant Vice President–Corporate Accounting | 1994–2003 | Corporate accounting leadership building systems and processes |
External Roles
- No external public-company directorships or board roles for Boyle are disclosed in the proxy .
Fixed Compensation
UHT’s structure pays no base salary or cash bonus to NEOs; the chief element is equity awards, with dividends on unvested restricted stock accrued and paid upon vesting .
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $0 | $0 | $0 |
| Cash Bonus | $0 | $0 | $0 |
| All Other Compensation (Dividends accrued on unvested RS) | $11,352 | $13,921 | $17,317 |
| Total Fixed (Salary + Bonus + All Other) | $11,352 | $13,921 | $17,317 |
Notes:
- UHT does not pay base salaries or routine cash bonuses to NEOs; dividends on unvested restricted stock accumulate until vesting .
- Boyle’s equity-based compensation from UHT is presented in Performance Compensation. Separate compensation paid by UHS to NEOs (salary, cash incentives, UHS equity, benefits) is aggregated and not allocated by individual in the proxy; for 2024 the Advisor reported $11.54 million aggregate to NEOs, with an illustrative $1.83 million estimated attributable to UHT activity across NEOs (not individual-specific) .
Performance Compensation
Incentive Design and Outcomes
- Metric: Three-year average Total Shareholder Return (TSR) relative to peer group and NAREIT; awards granted at minimum levels for 2024 given TSR underperformance (UHT: -7.2% vs. NAREIT 2.7% and peer 3.6%) .
- Form: Performance-based restricted stock; dividends accrue and are paid on vesting; vesting on the second anniversary of grant .
- Committee oversight, peer benchmarking, and independent consultant validation guide award sizing; fixed-dollar grant approach since 2022 .
| Metric | Weighting | Target/Reference | Actual | Payout Level | Vesting |
|---|---|---|---|---|---|
| 3-year avg TSR (2021–2023) vs peer and NAREIT | Not disclosed | Outperform peer/NAREIT (relative design) | UHT -7.2%; Peer 3.6%; NAREIT 2.7% | Minimum award for each NEO | 2-year cliff; 6/5/2026 for 2024 grants |
Boyle’s UHT Equity Grants
| Grant Date | Type | Shares | Grant-Date Fair Value | Vest Date |
|---|---|---|---|---|
| 6/5/2024 | Performance-based Restricted Stock | 3,536 | $135,217 | 6/5/2026 |
| June 2023 award (outstanding at 12/31/2024) | Restricted Stock | 2,682 | $130,023 (2023 SCT stock awards) | 6/2025 |
Stock Vested in 2024
| Year | Shares Vested | Value Realized |
|---|---|---|
| 2024 | 2,378 | $92,433 |
Equity Ownership & Alignment
- Hedging prohibited; policy bars collars, options and similar instruments; clawback policy adopted October 2, 2023 for incentive compensation upon accounting restatements due to material noncompliance .
- No shares pledged by Trustees or executive officers; Boyle beneficially owns less than 1% of outstanding shares .
| Ownership Detail (As of Mar 31, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 40,274 |
| Ownership as % of Shares Outstanding | <1% |
| Shares Pledged as Collateral | None (Trustees/executives) |
Unvested Equity at 12/31/2024:
| Unvested RS Tranche | Shares | Market Value at 12/31/2024 |
|---|---|---|
| June 2023 grant (vests June 2025) | 2,682 | $99,797 (at $37.21/sh) |
| June 2024 grant (vests June 2026) | 3,536 | $131,575 (at $37.21/sh) |
Employment Terms
- Structure: Boyle is an employee of UHS of Delaware (the Advisor); UHT has no salaried employees; UHT pays an advisory fee (0.70% of average invested real estate assets; $5.5 million in 2024) and directly grants UHT performance-based restricted stock to NEOs .
- Termination/Change-in-Control: No contractual severance or change-in-control payments for NEOs; the Board/Compensation Committee may, in its discretion, approve immediate vesting of restricted stock .
- Clawback: Effective Oct 2, 2023, applies to incentive-based compensation upon required accounting restatements .
- Insider Trading/Hedging: Insider trading policy in place; hedging prohibited for employees and Trustees .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 Investment (UHT) | $56.92 | $55.06 | $46.72 | $45.06 | $41.75 |
| TSR – Value of $100 Investment (Peer Group) | $87.67 | $106.37 | $84.92 | $101.37 | $135.35 |
| Net Income ($000s) | $19,447 | $109,166 | $21,102 | $15,400 | $19,234 |
| Funds From Operations (FFO, $000s) | $46,230 | $50,879 | $48,843 | $44,570 | $47,873 |
Notes:
- 2021 net income includes significant gain on divestitures; FFO provides a REIT-relevant operating measure .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 93% (2021), 93% (2022), 94% (2023; tabulated June 2024), supported after enhanced disclosures on advisory fee and NEO compensation structure .
Compensation Peer Group and Benchmarking
- 2024 awards benchmarked against:
- Advisor-managed peer group: Service Properties Trust; Diversified Healthcare Trust .
- Self-managed, comparable asset/dividend yield peer group: BRT Apartments, CareTrust REIT, Community Healthcare Trust, First Real Estate Investment Trust of NJ, Four Corners Property Trust, Getty Realty, Gladstone Commercial, Global Medical REIT, LTC Properties, One Liberty Properties, Sotherly, Stratus Properties, UMH Properties, Wheeler REIT .
- Pay-versus-performance TSR peer group (Item 201(e) industry line): Healthcare Realty Trust, Healthpeak, LTC Properties, National Health Investors, Omega Healthcare Investors, Welltower .
Investment Implications
- Equity alignment and vesting cadence: Boyle’s compensation from UHT is entirely equity-based with 2-year cliff vesting and TSR-relative metrics; upcoming vesting in June 2025 (2,682 shares) and June 2026 (3,536 shares) may create routine liquidity events around vest dates, with hedging prohibited and dividends paid only on vesting .
- No severance/change-in-control cash obligations: NEOs have no contractual severance or CoC payouts; vesting accelerations remain discretionary—lower cash drain risk in downside scenarios, but limited retention guarantees .
- Ownership and pledging: Boyle beneficially owns 40,274 shares (<1%); no pledging across executives/trustees, reducing alignment red flags; however, low percentage ownership implies modest direct economic exposure relative to total shares outstanding .
- Advisory model dependency: Boyle’s primary employment is with UHS’s subsidiary; UHT pays an advisory fee rather than salaries, and UHS provides salary/cash incentives and separate UHS equity awards—retention risk appears mitigated by UHS compensation programs, while UHT’s pay is focused on long-term TSR-driven equity .
- Shareholder support and governance: Strong say-on-pay approvals (93–94%) post disclosure enhancements, clawback adoption, and hedging prohibitions support compensation governance quality .