Cheryl K. Ramagano
Senior Vice President-Operations, Treasurer and Secretary at UNIVERSAL HEALTH REALTY INCOME TRUST
Executive
About Cheryl K. Ramagano
Senior Vice President–Operations, Treasurer and Secretary of Universal Health Realty Income Trust (UHT), and Senior Vice President & Treasurer of Universal Health Services, Inc. (UHS); age 62 as of the 2025 proxy . At UHT, she has served as Vice President & Treasurer since 1992 and Secretary since 2003; at UHS she has served as Assistant Treasurer since 1994, Vice President & Treasurer since 2003, and Senior Vice President since 2017 . Company performance context: UHT’s three-year average TSR for 2021–2023 was -7.2% versus NAREIT 2.7% and peer average 3.6% (used for 2024 incentive sizing) ; UHT reported Net Income of $19,234k and FFO of $47,873k in 2024, with multi-year trends below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UHT | Vice President & Treasurer | 1992–present | Treasury leadership; officer within advisor-managed REIT structure |
| UHT | Secretary | 2003–present | Corporate secretary responsibilities supporting governance and disclosures |
| UHT | Senior Vice President–Operations | Current (as of 2025) | Senior operating leadership for UHT within advisor model |
| UHS | Assistant Treasurer | 1994–2003 | Corporate treasury functions at UHS (advisor to UHT) |
| UHS | Vice President & Treasurer | 2003–present | Corporate finance/treasury leadership at UHS, the UHT advisor |
| UHS | Senior Vice President | 2017–present | Senior executive oversight at UHS supporting UHT’s advisory services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Universal Health Services, Inc. (UHS) | Senior Vice President & Treasurer | 2017–present (SVP); Treasurer since 2003 | UHS wholly-owned subsidiary acts as UHT’s Advisor under the Advisory Agreement |
Fixed Compensation
UHT does not pay cash salaries or annual cash bonuses to NEOs; compensation is primarily equity-based via UHT restricted stock. Salary and Bonus for Cheryl from UHT in recent years:
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | $0 | Not disclosed | $0 |
| 2023 | $0 | Not disclosed | $0 |
| 2022 | $0 | Not disclosed | $0 |
- UHS (Advisor) pays salaries and discretionary cash bonuses to NEOs, but amounts are not attributed to UHT; illustrative aggregate allocations are disclosed at group-level only .
Performance Compensation
Primary incentive is restricted stock awarded by UHT; awards sized using relative TSR, with dividends deferred until vesting. 2024 design and metrics:
| Metric | Weighting | Target | Actual | Payout Determination | Vesting |
|---|---|---|---|---|---|
| 3-year average TSR (2021–2023) vs peer and NAREIT | Not disclosed | Not disclosed | UHT TSR -7.2%; peer 3.6%; NAREIT 2.7% | Minimum award level for all NEOs based on relative TSR | Scheduled to vest on second anniversary of grant date; dividends deferred until vest |
2024–2025 equity grants:
| Grant Year | Grant Date | Shares Granted | Grant Date Fair Value ($/sh) | Total Grant Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2025 | 6/11/2025 | 3,499 | — | — | Second anniversary of grant; dividends accrued until vest |
| 2024 | 6/5/2024 | 3,536 | $38.24 | $135,217 | Second anniversary of grant; dividends deferred until vest |
Multi-year reported equity compensation (UHT grants):
| Year | Stock Awards ($) | All Other Compensation ($) (Deferred Dividends) |
|---|---|---|
| 2024 | $135,217 | $17,317 |
| 2023 | $130,023 | $13,921 |
| 2022 | $124,988 | $11,352 |
Peer benchmarking and pay positioning:
- CEO’s 2024 equity grant was above the 75th percentile of the advisory peer group; other NEOs’ equity grants (including Cheryl) were below the 25th percentile of the self-managed peer group .
- Compensation program philosophy: no cash base pay, fixed-dollar equity awards aligned with market, performance discussion inform award decisions, external consultant review (Board Advisory, Inc.) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/31/2025) | 42,481 shares; less than 1% of outstanding; includes restricted shares scheduled to vest in 2025 and 2026 |
| Shares Outstanding (Record 4/14/2025) | 13,851,469 shares |
| Unvested Awards (12/31/2024) | 2,682 shares vesting June 2025; 3,536 shares vesting June 2026; market values $99,797 and $131,575 respectively (at $37.21) |
| 2025 Grant | 3,499 shares granted June 11, 2025; vests on second anniversary |
| Options | No stock options outstanding for any NEOs at 12/31/2024 |
| Dividends on RS | Dividends accrue and are paid at vesting on shares that ultimately vest |
| Hedging/Pledging | Hedging prohibited; no shares pledged by Trustees or executive officers |
2024 vesting activity:
- Shares vested in 2024: 2,378 shares; value realized $92,433 .
Employment Terms
- Advisory model: Officers are employees of UHS of Delaware, Inc. (Advisor) under the Advisory Agreement; UHT pays a fee (0.70% of average invested real estate assets) and grants equity directly to NEOs .
- Severance/Change-in-Control: No committed payments to NEOs upon termination or change in control; Board/Compensation Committee may, at discretion, approve immediate vesting of restricted stock .
- Clawback: Adopted October 2, 2023 in line with NYSE/SEC rules; applies to current/former officers; requires recoupment of incentive-based compensation in event of accounting restatement .
- Hedging policy: Prohibits hedging transactions (e.g., collars, forwards, options) for employees and Trustees .
Performance & Track Record
Company performance (core metrics commonly used in REIT pay-versus-performance):
| Metric ($USD Thousands) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income | $19,447 | $109,166 | $21,102 | $15,400 | $19,234 |
| Funds From Operations (FFO) | $46,230 | $50,879 | $48,843 | $44,570 | $47,873 |
| TSR (Value of $100 Investment) | $56.92 | $55.06 | $46.72 | $45.06 | $41.75 |
| Peer Group TSR (Value of $100) | $87.67 | $106.37 | $84.92 | $101.37 | $135.35 |
Highlights tied to compensation program:
- 2024 equity awards sized at minimum levels due to relative TSR underperformance vs peer group and NAREIT .
Compensation Peer Group (Benchmarking)
- Healthcare REIT peer group used to compare advisory fee/G&A: Healthpeak, Healthcare Realty, LTC, Medical Properties, National Health Investors, Omega, Diversified Healthcare Trust, Ventas, Welltower .
- Advisory-model peer group and self-managed REIT peer set used for NEO equity sizing; external consultant review (Board Advisory, Inc.) validates accuracy/reasonableness .
- 2024 positioning: CEO above 75th percentile (advisory peer group), other NEOs (including Cheryl) below 25th percentile (self-managed peer group) .
Say-on-Pay & Shareholder Feedback
- Historical approval levels increased after enhanced disclosures: 94% support for 2023 fiscal year (voted June 2024); 93% support in 2022 and 2021 (voted June 2023 and June 2022) .
- 2025 meeting vote counts: For 9,240,529; Against 381,645; Abstain 61,515; Non-votes 2,115,000 .
Related Party Transactions & Governance
- Officers (including Cheryl) are UHS employees; UHT/UHS relationship governed by Advisory Agreement renewed annually by Independent Trustees; advisory fee payable quarterly and set at 0.70% of average invested real estate assets .
- Extensive lease relationships with UHS and UHS-related JV (e.g., McAllen, Wellington, Aiken/Canyon Creek, Clive Behavioral), with renewal options and UHS purchase options; aggregate UHS-related tenants comprised ~40%, 41%, and 40% of consolidated revenue in 2024, 2023, and 2022 .
- Conflict management: Transactions require Independent Trustee approval; Code of Conduct requires disclosure/approval of conflicts; no pledging by officers/trustees .
Equity Ownership & Alignment – Detail Table
| Ownership Component | Amount | Notes |
|---|---|---|
| Beneficial Ownership (3/31/2025) | 42,481 shares | Includes restricted shares scheduled to vest 2025/2026; <1% of outstanding; none pledged |
| Unvested RS – 2023 grant | 2,682 shares | Vests June 2025; market value $99,797 at $37.21 |
| Unvested RS – 2024 grant | 3,536 shares | Vests June 2026; market value $131,575 at $37.21 |
| 2025 RS grant | 3,499 shares | Granted June 11, 2025; vests on second anniversary |
| Options | 0 | No options outstanding at 12/31/2024 |
| Hedging/Pledging | Prohibited/None | Hedging prohibited; no pledges by officers/trustees |
Investment Implications
- Pay-for-performance alignment: No UHT cash salary/bonus; primary pay via UHT restricted stock sized to relative TSR, with awards at minimum levels given underperformance—aligns incentives to TSR recovery while limiting fixed cash costs .
- Supply/overhang timing: Time-based vesting can create periodic selling pressure around vest dates (June 2025: 2,682 shares; June 2026: 3,536 shares; June 2027: 3,499 shares from 2025 grant); monitor Form 4 filings and liquidity around these windows .
- Alignment and risk: Material personal stake (42,481 shares) with no pledging, and no options outstanding reduces repricing risk; clawback and hedging prohibitions strengthen governance; lack of severance/change-in-control commitments modestly reduces entrenchment risk .
- Advisor model considerations: Dual UHS/UHT roles and advisory structure require continued scrutiny of related-party transactions; Independent Trustee oversight and strong say-on-pay support (historically >90%) mitigate governance concerns, but revenue dependence on UHS-related tenants remains a structural risk factor .