Gayle L. Capozzalo
About Gayle L. Capozzalo
Gayle L. Capozzalo, FACHE, age 76, has served as an Independent Trustee of Universal Health Realty Income Trust (UHT) since March 2018 and is a Class II trustee. She currently chairs the Nominating & Governance Committee (appointed March 2025) and serves on the Audit and Compensation Committees. Capozzalo is founder and leader of The Carol Emmott Foundation Collaborative and holds a leadership role in the International Women’s Healthcare Federation; she previously served as EVP and Chief Strategy Officer at Yale New Haven Health (1997–2018) and earlier as Senior Vice President, Organizational Development at Sisters of Charity of the Incarnate Word Health Care System .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale New Haven Health | Executive Vice President & Chief Strategy Officer | 1997–2018 | Led system strategy and integration initiatives |
| Sisters of Charity of the Incarnate Word Health Care System | Senior Vice President, Organizational Development | Prior to 1997 | Organizational development leadership |
| PhysicianOne Urgent Care (private equity portfolio company) | Senior Strategy Advisor | Until sale in 2023 | Strategy advisory to PE-backed urgent care; ended at sale |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Carol Emmott Foundation Collaborative | Founder & Leader | Current | Not-for-profit collaborative of large healthcare organizations focused on gender/race parity |
| International Women’s Healthcare Federation (IHF initiative) | Leadership | Current | Global healthcare leadership initiative |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent Trustee; Board has determined 5 of 7 trustees are independent under SEC/NYSE standards |
| Committee roles (current) | Nominating & Governance (Chair, appointed March 2025); Compensation (Member); Audit (Member) |
| Committee chair history | Served as Compensation Committee Chair during 2024; chair role transitioned to James P. Morey in March 2025 |
| Meeting cadence (2024) | Board: 4 regular meetings; Audit: 10; Compensation: 1; Nominating & Governance: 1 |
| Attendance & engagement | All trustees participated in substantially all Board and applicable committee meetings; all trustees attended the 2024 Annual Meeting (virtual). Independent trustees held 4 executive sessions in 2024 |
| Lead Independent Trustee | Robert F. McCadden (presides over executive sessions) |
| Governance policies | Hedging prohibited; clawback policy adopted October 2, 2023 for incentive compensation; related-party transactions subject to independent trustee approval and conflict review |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (pro rata) | 31,142 | Independent trustee annual retainer; increased from $30,000 to $32,000 effective June 6, 2024 |
| Compensation Committee Chair retainer | 1,750 | Served as Compensation Committee Chair during 2024 |
| Audit Committee member retainer | 6,250 | Audit membership fees |
| Nominating & Governance member retainer | 500 | N&G membership fees in 2024 (chair role added in March 2025) |
| Total fees earned/paid in cash | 39,642 | Sum of cash retainers above |
| All other compensation (dividends on unvested RS) | 3,865 | Dividends accrued on unvested restricted stock; paid at vesting |
Performance Compensation
| Equity Grant Detail (Directors) | Value/Units | Vesting/Terms |
|---|---|---|
| Restricted stock grant (June 5, 2024) | $30,018; 785 shares at $38.24/share | Vests on the second anniversary of grant; dividends deferred until vesting |
| Company Pay-for-Performance Metrics (2024 context overseen by Compensation Committee) | 2024 Value | Notes |
|---|---|---|
| Three-year average TSR (2021–2023) – UHT | -7.2% | Below NAREIT average (2.7%) and peer average (3.6%); used in NEO LTI determinations |
| Three-year average TSR – NAREIT Index | 2.7% | Benchmark reference |
| Three-year average TSR – Selected peer group | 3.6% | Benchmark reference |
| Funds From Operations (FFO), $ thousands | 47,873 | Performance measure highlighted in Pay vs Performance |
| Net Income, $ thousands | 19,234 | Performance measure highlighted in Pay vs Performance |
Director equity awards are time-based restricted stock; performance metrics above reflect the NEO compensation framework that the Compensation Committee (including Capozzalo in 2024) oversees .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed beyond UHT |
| Compensation Committee interlocks | None; all members independent; no reportable relationships in 2024 |
| Committee memberships beyond UHT | Not disclosed (no other public boards noted) |
Expertise & Qualifications
- 40+ years in strategy, organizational development, and healthcare system integration; senior leadership experience at major health systems .
- FACHE credential; founder/leader roles in national and international healthcare initiatives, adding governance diversity and sector expertise .
- Provides expertise on management of hospitals and health systems; complements UHT’s healthcare-focused REIT portfolio .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 3,529 | Includes restricted shares awarded in 2023–2024 scheduled to vest in 2025–2026 |
| Ownership as % of shares outstanding | <1% | As disclosed; less than 1% |
| Pledged shares | None | No shares pledged by trustees/executives |
| Known unvested restricted shares (director) | 785 | From June 5, 2024 grant; vests on second anniversary of grant date |
Governance Assessment
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Board effectiveness: Capozzalo’s multi-committee service (Audit, Compensation) and current N&G chair role position her at the center of board refreshment, governance guidelines, and conflict oversight; strong engagement with full attendance at substantially all meetings and participation in executive sessions .
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Independence & alignment: Independent trustee with modest equity ownership and annual time-based RS grants; hedging prohibited; no pledging; director equity accrues dividends only upon vesting, supporting long-term alignment .
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Compensation structure: Director pay is conservative and balanced—cash retainer plus small restricted stock grant ($30,018), with limited committee fees; retainer increased to maintain peer competitiveness .
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Shareholder signals: Say-on-Pay support has been strong (94% in 2023 FY; 93% in 2021–2022), reflecting improved transparency and benchmarking overseen by the Compensation Committee (which Capozzalo chaired in 2024) .
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Related-party exposure oversight: UHT’s material reliance on Universal Health Services (UHS) for revenues and advisory services introduces structural conflicts (e.g., UHS purchase rights, cross-defaulted leases); these transactions require approval by Independent Trustees, with N&G/Independent Trustees responsible for conflict review—a committee now chaired by Capozzalo .
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RED FLAGS:
- Structural related-party dependence: ~38–41% of revenues tied to UHS-related tenants over recent years; multiple UHS lease renewal and purchase options—ongoing conflict management required .
- Family relationships on board (Alan B. Miller and Marc D. Miller) heighten governance scrutiny; mitigated by Lead Independent Trustee role and majority independent board composition .