Marc D. Miller
About Marc D. Miller
Marc D. Miller (age 54) has served on the UHT Board since 2008 (Class II) and is classified as a non‑management, non‑independent trustee. He is CEO and President of Universal Health Services, Inc. (UHS) and the son of Alan B. Miller, UHT’s Chairman, CEO and President, highlighting a familial relationship with UHT’s top executive. He also serves on the UHS board and on the board of Premier, Inc., bringing deep healthcare operating expertise to UHT’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Health Services, Inc. (UHS) | Chief Executive Officer; President | CEO since Jan 2021; President since 2009; with UHS acute care roles since 2000 | Extensive hospital management experience; member of UHS Board since 2006 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Universal Health Services, Inc. (UHS) | Director; CEO & President | Director since 2006; CEO since 2021; President since 2009 | UHS is UHT’s advisor and a major tenant; multiple related‑party ties to UHT |
| Premier, Inc. | Director | Not disclosed | Premier has a group purchasing agreement with UHS; potential information/conflict linkage channel |
Board Governance
- Independence: Non‑management, non‑Independent Trustee; familial relationship to UHT’s Chairman/CEO (Alan B. Miller).
- Committee assignments: Not listed on Audit, Compensation, or Nominating & Governance committees (Audit: McCadden/Capozzalo/Morey; Compensation: Morey/Capozzalo/Domb; Nominating & Governance: Capozzalo/Guzman/McCadden).
- Attendance/engagement: Board held four regular meetings in 2024; all active trustees participated in substantially all Board and applicable committee meetings; all trustees attended the 2024 annual meeting; independent trustees held four executive sessions.
- Lead Independent Trustee: Robert F. McCadden.
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Other Cash ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 0 | 0 | 0 | 0 |
Notes:
- Independent trustee cash retainers were ~$31,142 in 2024 and increased to $32,000 effective June 6, 2024; Marc, as a non‑independent trustee, received no cash fees.
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant‑Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2024‑06‑05 | Restricted Stock | 785 | 30,018 (785 × $38.24) | Time‑based; vests on 2nd anniversary; dividends accrue and pay at vesting | None disclosed for trustee grants (service‑based vesting) |
Director Compensation (2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 0 |
| Stock Awards | 30,018 |
| All Other Compensation (accrued dividends on unvested RS) | 3,865 |
| Total | 33,883 |
Other Directorships & Interlocks
| Company | Role | Interlock/Related‑Party Considerations |
|---|---|---|
| UHS | Director; CEO & President | UHS is UHT’s advisor (0.70% fee on average invested real estate assets; $5.5m in 2024) and major tenant; UHS owns 5.7% of UHT; leases with UHS contributed ~24–26% of UHT revenue from hospital leases and ~40–41% including wider UHS‑related tenant base in 2022–2024; UHS holds options/rights on leased assets. |
| Premier, Inc. | Director | Premier has a group purchasing agreement with UHS, indicating a potential information flow/conflict nexus. |
Expertise & Qualifications
- Healthcare operations and hospital management expertise developed over two decades at UHS; current CEO and President of a large health system.
- Strategic and operational depth relevant to UHT’s tenant base (with UHS a large portion of revenues).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged? | Notes |
|---|---|---|---|---|
| Marc D. Miller | 6,383 | <1% | No shares pledged by any UHT trustees/officers | Includes restricted shares awarded in 2023–2024 scheduled to vest 2025–2026, subject to forfeiture. |
Insider Filings and Trades
| Date (Filing) | Form | Issuer | Notes |
|---|---|---|---|
| 2025‑10‑30 | Form 4 | Universal Health Realty Income Trust (UHT) | SEC filing shows Marc D. Miller as reporting person; see filing for transaction details. |
Governance Assessment
-
Strengths
- Sector‑relevant operating expertise; multi‑decade track record at UHS.
- Board structure features a Lead Independent Trustee, fully independent principal committees, and regular independent executive sessions (four in 2024), supporting oversight despite related‑party exposure.
- Director equity is time‑vested restricted stock, with dividends deferred until vesting, promoting alignment.
-
Risks and RED FLAGS
- Not independent; familial relationship with UHT’s Chairman/CEO (his father), which heightens conflict risks and limits committee service.
- Extensive related‑party exposure to UHS (advisory agreement; lease concentration; purchase/renewal options; UHS ownership stake), creating potential conflicts in capital allocation, asset sales, and lease terms.
- Interlock signal: Premier board seat while Premier has a GPO arrangement with UHS; though not a direct UHT transaction, it underscores broader network interdependencies.
-
Engagement
- Board/committee participation was strong in 2024; all trustees attended the 2024 annual meeting.
Policy backdrop:
- Hedging prohibited; dividends on unvested RS accrue and pay at vesting; clawback policy for executive officers adopted Oct 2, 2023.
Overall implication for investors: Marc D. Miller brings material health system operating insight but is not independent and sits within a web of related‑party ties between UHT and UHS. Continued emphasis on independent committee oversight, rigorous related‑party review, and transparent disclosure of UHS‑linked transactions is essential to sustain investor confidence.