Rebecca A. Guzman
About Rebecca A. Guzman
Rebecca A. Guzman, age 40, has served as an Independent Trustee of Universal Health Realty Income Trust (UHT) since November 2022 and is a Class III trustee up for re-election to a term expiring at the 2028 Annual Meeting . She is a Partner at Duane Morris LLP, Co‑Chair of the Mergers & Acquisitions division and global Co‑Lead of the firm’s Private Equity industry group; she previously served as Special Counsel and Associate at Duane Morris and earlier as an Associate at Skadden, Arps, Slate, Meagher & Flom (2016–2021) . Guzman is a Juris Doctor, a Fulbright Scholar (Jakarta, Indonesia), and serves on the board of the Delaware Bar Foundation, bringing expertise in corporate governance and complex transaction structuring .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duane Morris LLP | Partner; Co‑Chair, M&A; global Co‑Lead, Private Equity | Partner since 2022 | Corporate governance and complex transactions expertise |
| Duane Morris LLP | Special Counsel; Associate | Prior to 2022 (dates not specified) | Corporate and M&A legal work |
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate | 2016–2021 | Large‑cap transaction experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Delaware Bar Foundation | Board Member | Not disclosed | Non‑profit governance experience |
| Fulbright Program (Jakarta, Indonesia) | Fulbright Scholar | Not disclosed | International perspective |
Board Governance
- Committee assignments: Member, Nominating & Governance Committee; current members are Gayle L. Capozzalo (Chair), Rebecca A. Guzman, and Robert F. McCadden; the Committee met once in 2024 and its members are independent under SEC/NYSE standards .
- Independence: The Board determined five of seven trustees, including Guzman, are independent under SEC and NYSE listing standards; she is not an affiliate of UHS and performs no services for UHT other than as trustee .
- Attendance and engagement: In 2024 there were four regular Board meetings; all active trustees participated in substantially all Board and applicable committee meetings; all trustees attended the 2024 Annual Meeting; Independent Trustees met in executive session four times in 2024 .
- Audit Committee cadence and expertise: The Audit Committee met ten times in 2024; members are McCadden (Chair), Capozzalo, and Morey; McCadden is an “audit committee financial expert” .
- Lead Independent Trustee: Robert F. McCadden serves as Lead Trustee and presides over executive sessions of non‑management trustees .
Fixed Compensation
| Year | Annual Board Retainer (Cash) | Committee Fees (Cash) | Notes |
|---|---|---|---|
| 2023 | $30,000 | Nominating & Governance Committee member pro‑rata $410 (effective Mar 8, 2023) | Independent trustee retainer level for 2023 |
| 2024 | Pro‑rata $31,142 (increase approved from $30,000 to $32,000 on Jun 6, 2024) | Nominating & Governance Committee member $500 | Board approved retainer increase to $32,000; other committee retainers unchanged |
2024 Trustee Compensation detail for Guzman:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $31,642 |
| Stock Awards (grant date fair value) | $30,018 |
| All Other Compensation (dividends accrued on unvested restricted stock) | $4,066 |
| Total | $65,726 |
Performance Compensation
| Grant Year | Type | Shares Granted | Grant Date | Grant Price | Grant Date Fair Value | Vesting | Dividends |
|---|---|---|---|---|---|---|---|
| 2023 | Restricted stock (trustee) | 598 | Jun 7, 2023 | $48.48/sh | $28,991 | Vest on 2nd anniversary of grant | Deferred and paid at vest on shares that vest |
| 2024 | Restricted stock (trustee) | 785 | Jun 5, 2024 | $38.24/sh | $30,018 | Vest on 2nd anniversary of grant | Deferred and paid at vest on shares that vest |
- Performance metrics: None disclosed for trustee equity awards; trustee grants are service‑based vesting per proxy footnotes, while performance‑based restricted stock metrics (e.g., TSR) apply to NEO awards, not trustees .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Interlock/Committee Notes |
|---|---|---|---|
| Delaware Bar Foundation | No | Board Member | Non‑profit; no UHT competitive interlock disclosed |
| Other public company boards | — | — | None disclosed for Guzman in the proxy |
Expertise & Qualifications
| Attribute | Details |
|---|---|
| Legal/Transaction | Partner and Co‑Chair of M&A; global Co‑Lead of Private Equity; structuring and negotiation of complex transactions |
| Corporate Governance | Provides governance expertise; Nominating & Governance Committee member |
| Diversity of perspective | Female trustee; Board highlights diversity and refresh (60% independent trustee refresh in seven years) |
| International/Academic | Fulbright Scholar (Jakarta) |
Equity Ownership
- Beneficial ownership: 1,656 shares as of March 31, 2025; less than 1% of shares outstanding; includes restricted shares awarded in 2023 and 2024 scheduled to vest in 2025 and 2026 .
- Pledging: No shares are pledged as security by any trustees or executive officers .
- Hedging policy: UHT prohibits trustees from engaging in hedging transactions (e.g., options, collars, forwards) .
Insider trades (Form 4 – awards):
| Transaction Date | Filing Date | Type | Shares Transacted | Post‑Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| Jun 7, 2023 | Jun 8, 2023 | A (Award) | 598 | 871 | https://www.sec.gov/Archives/edgar/data/798783/000112760223018272/0001127602-23-018272-index.htm |
| Jun 5, 2024 | Jun 6, 2024 | A (Award) | 785 | 1,656 | https://www.sec.gov/Archives/edgar/data/798783/000112760224018059/0001127602-24-018059-index.htm |
| Jun 11, 2025 | Jun 12, 2025 | A (Award) | 821 | 2,477 | https://www.sec.gov/Archives/edgar/data/798783/000112760225017362/0001127602-25-017362-index.htm |
Governance Assessment
- Strengths: Clear independence status; active Nominating & Governance Committee participation; strong corporate/M&A legal expertise relevant to UHT’s advisory structure and related‑party oversight; full Board/committee engagement and executive session cadence support healthy governance .
- Compensation alignment: Director pay is modest and split between cash retainer/committee fees and time‑vested equity; dividends on unvested shares are deferred until vesting, which promotes long‑term alignment; 2024 retainer increase to $32,000 reflects benchmarking against a defined REIT peer group .
- Potential conflicts: Guzman is a partner at Duane Morris LLP; no related‑party transactions involving her or Duane Morris are disclosed. UHT maintains formal related‑party approval requirements and independence safeguards, including majority Independent Trustee approval for transactions with affiliates (notably UHS/Advisor) .
- Structural exposure: UHT has significant business ties to UHS (aggregate revenues from UHS‑related tenants ~40% in 2022–2024), making independent oversight of the Advisory Agreement and UHS leases essential; independent trustees review and renew the Advisory Agreement annually and oversee related‑party leases .
- Policies: Anti‑hedging policy for trustees; clawback policy applies to executive officers (SEC/NYSE rules), not trustees; committee interlocks indicate independence and use of external validation for compensation benchmarking (Board Advisory, Inc.) .
RED FLAGS: None disclosed specific to Guzman (no pledging, no related‑party transactions, no low attendance). Structural related‑party exposure with UHS persists and places heightened importance on independent committee oversight, where Guzman serves (N&G) .