Karla J. Peterson
About Karla J. Peterson
Karla J. Peterson, age 65, serves as Vice President, Acquisitions and Development at Universal Health Realty Income Trust (UHT) since August 2022; previously she was Managing Director of Acquisitions & Asset Management at White Oak Healthcare MOB REIT (2020–2022) and Executive Vice President at A10 Capital (2017–2020) . UHT’s incentive framework tying equity awards to three-year average total shareholder return (TSR) relative to a peer set resulted in minimum-level grants for 2024 as UHT’s 2021–2023 TSR was -7.2% versus NAREIT 2.7% and peer group 3.6% . Company pay-versus-performance disclosures show 2024 FFO of $47.9 million and net income of $19.2 million, contextualizing performance conditions used in pay design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| White Oak Healthcare MOB REIT, LLC | Managing Director, Acquisitions & Asset Management | 2020–2022 | Led acquisitions and asset oversight in healthcare MOBs |
| A10 Capital | Executive Vice President | 2017–2020 | Senior leadership role at a commercial finance platform |
External Roles
No external directorships or board roles disclosed for Peterson in UHT filings.
Fixed Compensation
UHT does not pay base salaries or routine cash bonuses to executive officers; compensation is primarily long-term, equity-based. The summary compensation for Peterson reflects no salary or cash bonus in 2022–2024, with dividends on unvested restricted stock accrued and paid at vesting.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | — | — | — |
| Cash Bonus ($) | — | — | — |
| All Other Compensation ($) | $1,599 | $5,786 | $8,494 |
| Total ($) | $56,622 | $62,992 | $67,995 |
Notes: All Other Compensation reflects dividends accrued on unvested restricted stock; paid only upon vest on shares that ultimately vest .
Performance Compensation
Equity awards are performance-based restricted stock linked to UHT’s three-year average TSR versus peers/NAREIT, with vesting two years post grant; dividends on unvested shares accrue and pay at vest .
| Year | Instrument | Grant Date | Shares Granted | Grant Date Fair Value | Performance Metric | Outcome/Payout | Vesting |
|---|---|---|---|---|---|---|---|
| 2022 | RS (performance-based) | Sep 2022 | — (value shown) | $55,023 | TSR vs peer/NAREIT (framework) | Vested 1,122 shares in 2024 | Sep 2024 (2-year) |
| 2023 | RS (performance-based) | Jun 2023 | — (value shown) | $57,206 | TSR vs peer/NAREIT (framework) | Minimum grant level for 2024 cycle; 2023 award scheduled | Jun 2025: 1,180 shares |
| 2024 | RS (performance-based) | Jun 5, 2024 | 1,556 | $59,501 | 3-year avg TSR 2021–2023 vs peers/NAREIT | Awards at minimum level due to TSR underperformance | Jun 2026 (2-year) |
| 2025 | RS (performance-based) | Jun 11, 2025 | 1,540 | — | TSR framework continues | Granted per annual LTI process | Jun 2027 (2-year) |
Additional design details:
- Vesting: Restricted shares vest on the second anniversary of grant; dividends accrue and pay at vest on shares that ultimately vest .
- Metric emphasis: TSR is the chief determinant of award levels; FFO and adjusted net income are cited as important measures correlating to TSR but not directly used to set award ranges .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Mar 31, 2025) | 3,858 shares; less than 1% of outstanding |
| Unvested Awards at 12/31/2024 | 1,180 shares vesting June 2025; 1,556 shares vesting June 2026 |
| Market Value of Unvested (12/31/2024) | $43,908 for 1,180; $57,899 for 1,556 (based on $37.21/share) |
| Shares Acquired on Vesting (2024) | 1,122 shares; value realized $50,086 |
| Options Outstanding | None; no options or DERs outstanding |
| Pledging/Hedging | No shares pledged by Trustees/executives; hedging transactions prohibited by policy |
Ownership guidelines/compliance not disclosed. Equity plan remaining authorization was 92,362 shares as of 12/31/2024 .
Employment Terms
- Role and start date: Vice President, Acquisitions & Development since August 2022 .
- Severance/Change-of-control: No committed severance or change-in-control payments for NEOs; Board/Compensation Committee may, at discretion, approve immediate vesting of restricted stock .
- Clawback: Effective October 2, 2023, UHT adopted an NYSE/SEC-aligned clawback policy covering incentive compensation upon required accounting restatement .
- Hedging: Hedging in Trust securities is prohibited for employees and Trustees .
- Contract specifics (non-compete, non-solicit, auto-renewal, garden leave): Not disclosed in filings reviewed.
Compensation Structure Analysis
- Cash vs equity mix: All at-risk equity; no base or annual cash bonus paid by UHT to Peterson in 2022–2024, consistent with program design .
- Metric rigor: 2024 awards at minimum due to 3-year TSR underperformance versus peer/NAREIT averages (-7.2% vs 3.6% and 2.7%), signaling a direct pay-for-performance linkage .
- Option usage: UHT utilizes restricted stock rather than options; none outstanding for Peterson, reducing repricing risk .
- Discretionary bonuses: None granted in 2022–2024 to NEOs .
- Advisory model context: Officers are employees of UHS’s subsidiary; UHT pays a fixed advisory fee and grants UHT equity directly to NEOs .
Performance & Track Record
- Company TSR (cumulative value of $100 investment): UHT’s 5-year TSR track and peer group TSR are disclosed; 2024 value was $41.75 for UHT vs $135.35 for the peer group, evidencing underperformance over the period .
- Earnings/FFO: Net income $19.2 million and FFO $47.9 million for 2024 (non-GAAP per NAREIT standards), with reconciliation provided .
- Say-on-pay: Shareholder support increased following enhanced disclosures; historical approval ~93–94%, and 2025 votes in favor were 9,240,529 .
Board Governance (Context)
- Compensation Committee: Independent members oversee equity plan and awards; NEO grants are based on peer benchmarking and performance assessments .
- 2025 Annual Meeting outcomes: Trustees elected; say-on-pay approved; KPMG ratified .
Investment Implications
- Alignment: Peterson’s compensation is fully equity-based with vesting tied to long-term TSR, aligning incentives with shareholder returns; awards were reduced to minimum when TSR underperformed peers/NAREIT .
- Retention and supply overhang: Upcoming vesting tranches of 1,180 (Jun 2025), 1,556 (Jun 2026), and 1,540 (Jun 2027) could create episodic selling pressure around vest dates; absence of options lowers leverage-driven sale risk .
- Governance risk: No severance or change-of-control cash protections; clawback and hedging prohibitions strengthen governance; no pledging reported among executives .
- Performance watch: UHT’s longer-term TSR underperformance and reliance on TSR-driven grants suggest award sensitivity to sustained improvements in FFO and net income that correlate with TSR, impacting future equity grant levels and vest outcomes .