James P. Morey
About James P. Morey
Independent Trustee of Universal Health Realty Income Trust (UHT) since 2018; age 57; currently Chair of the Compensation Committee and member of the Audit Committee (became Comp Chair in March 2025) . Former Executive Vice President, Chief Marketing & Brand Officer at Wawa, Inc. (2017–2024), with prior roles at Wawa including COO and CFO; earlier roles include Group VP of Financial Strategy, Planning, Tax & Treasury at Bloomin’ Brands and financial/operational roles at McDonald’s Corporation . UHT classifies Morey as an Independent Trustee under SEC/NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wawa, Inc. | EVP, Chief Marketing & Brand Officer; previously COO (store operations, real estate, supply chain) and CFO | 2017–2024 (EVP CMO); prior Wawa roles not dated | Senior operating/financial leadership in multi-unit retail; brand and supply chain oversight |
| Bloomin’ Brands | Group VP, Financial Strategy, Planning, Tax & Treasury | Not disclosed | Corporate finance leadership at public restaurant company |
| McDonald’s Corporation | Financial and operational roles | Not disclosed | Global QSR operations/finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in UHT’s 2025 proxy |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Compensation Committee Chair (appointed March 2025); Audit Committee member |
| Committee activity (2024) | Audit Committee met 10 times; Compensation Committee met once |
| Independence | Board determined Morey is independent (5 of 7 trustees independent) |
| Attendance & engagement | Four regular Board meetings in 2024; “all active Trustees participated in substantially all” Board and applicable committee meetings; all trustees attended 2024 annual meeting; independent trustees met in executive session four times |
| Lead Independent Trustee | Robert F. McCadden |
| Election cycle | Class III nominee for three-year term ending 2028 at June 11, 2025 meeting |
Fixed Compensation (Trustee)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $37,892 | Total cash fees to Morey in 2024 |
| Base annual independent trustee retainer (2024) | $31,142 (prorated) | Annual retainer increased from $30,000 to $32,000 effective June 6, 2024 |
| Audit Committee member retainer (2024) | $6,250 | 2024 committee fee for Audit member |
| Compensation Committee member retainer (2024) | $500 | 2024 committee fee; Morey became Chair in March 2025 (Chair retainer was $1,750 in 2024 for then-chair) |
| All other compensation (dividends accrued on unvested RS) | $3,865 | Dividends on unvested restricted stock, paid upon vesting |
| Total 2024 trustee compensation | $71,775 | Sum of cash, stock award grant-date value, and dividends accrued |
Performance Compensation (Trustee Equity)
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting | Dividend Treatment |
|---|---|---|---|---|---|
| June 5, 2024 | Restricted Stock | 785 | $30,018 | Vests on 2nd anniversary of grant | Dividends deferred/accumulated until vesting, paid on shares that vest |
Notes: Trustee equity awards are administered by the full Board and vest time-based; performance conditions are disclosed for NEO awards, not trustee awards .
Other Directorships & Interlocks
- No other public company boards or disclosed interlocks for Morey in the 2025 proxy .
Expertise & Qualifications
- Accounting and financial expertise; extensive multi-unit retail operations, real estate, and supply chain background (Wawa COO/CFO; Bloomin’ Brands finance leadership; McDonald’s operations/finance) .
- Active roles on Audit and Compensation align with his financial and operating expertise .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Pledged? | Notes (as of March 31, 2025) |
|---|---|---|---|---|
| James P. Morey | 3,129 | <1% | No | Company states no shares are pledged by any trustee or executive officer |
Potential Conflicts & Related-Party Exposure (UHT context)
- UHT is externally advised by a wholly owned subsidiary of Universal Health Services (UHS); advisory fee equals 0.70% of average invested real estate assets; 2024 advisory fee $5.5M on $783M average invested assets .
- Significant related-party dealings with UHS: hospital and MOB leases; UHS-related tenants comprised ~40% of revenue in 2022–2024; lease terms include renewal and purchase options that can affect future revenue; all such transactions require approval by Independent Trustees under the Declaration of Trust .
- Governance mitigants: majority-independent Board; independent committees; policies on review/approval of related-party transactions; annual renewal of advisory agreement by Independent Trustees .
Say-on-Pay & Shareholder Feedback (context for Comp Chair role)
- UHT reports Say-on-Pay support improved to 94% in 2023 (voted June 2024) and 93% in 2022 and 2021, after enhanced disclosure on advisory fee and comp alignment .
Governance Assessment
- Strengths: Independent trustee with deep operating and financial credentials; chairs Compensation and serves on Audit; Board independence majority; strong committee structure; independent sessions after each quarterly meeting; full attendance disclosure indicates high engagement .
- Areas to monitor: Extensive related-party exposure to UHS (leases, advisory arrangement) creates structural conflicts that rely on Independent Trustees’ oversight; lease purchase/renewal options could pressure revenues; continued transparency and rigorous independent review are critical .
- Director pay alignment: Balanced mix of cash fees and time-based restricted stock with dividend deferral until vesting; equity vests over two years, supporting ownership alignment; dividends on unvested RS accrue, which some investors scrutinize but are paid only on vesting shares .
- Recent governance evolution: Compensation Committee leadership transition to Morey in March 2025; continued use of outside compensation consultant (Board Advisory, Inc.) with no conflicts found .
RED FLAGS
- Structural conflict risk: External advisory model and significant revenue/customer concentration with UHS require vigilant independent oversight; numerous UHS lease renewal and purchase rights can impact future cash flows .
- No personal red flags disclosed for Morey (no related-party ties, legal proceedings, pledging, or attendance issues reported) .