Robert F. McCadden

About Robert F. McCadden

Lead Independent Trustee of Universal Health Realty Income Trust (UHT), age 67, serving on the board since 2013 (Class I). He chairs the Audit Committee, is a member of the Nominating & Governance Committee, and is designated the Board’s audit committee financial expert; he also serves as Lead Trustee presiding over executive sessions of non‑management trustees . McCadden is CFO of Town Square Real Estate Management LLC (since January 2022) and founding principal of Associated Real Estate Consultants, LLC (since May 2022); previously EVP & CFO of Pennsylvania REIT (2004–2019) and audit partner at KPMG LLP and Arthur Andersen LLP; prior public board service includes Independence Realty Trust, Inc. (2011–2017) .

Past Roles

External Roles

Board Governance

• Roles and independence: Lead Independent Trustee; Audit Committee Chair; Nominating & Governance Committee member; designated “audit committee financial expert.” UHT’s Board determined 5 of 7 trustees are independent (including McCadden) under SEC and NYSE standards .
• Attendance and engagement: Board held 4 regular meetings in 2024; all active trustees participated in substantially all Board and applicable committee meetings; independent trustees met in executive session after each regular Board meeting (4 times); the Audit Committee met 10 times in 2024, the Compensation Committee once, and the Nominating & Governance Committee once .
• Lead Trustee function: Presides over executive sessions; shareholders may contact the Lead Trustee via the corporate Secretary; the Board affirmed this structure suits UHT’s size/complexity .
• Committee leadership changes: McCadden chaired Nominating & Governance during 2024; Gayle L. Capozzalo appointed Chair in March 2025 .
• Shareholder vote signals: Say‑on‑pay received 93–94% support in recent years (as tabulated at June 2022–2024 annual meetings). In 2025, say‑on‑pay votes were 9,240,529 For, 381,645 Against, 61,515 Abstain, indicating continued strong support .

Fixed Compensation

• Structure and 2024 changes: Independent trustee annual retainer pro rata $31,142 for 2024, with Board‑approved increase from $30,000 to $32,000 effective June 6, 2024; additional role-based retainers unchanged .
• McCadden’s 2024 fee components: Lead Trustee retainer $2,500; Audit Chair retainer $10,000; Nominating & Governance Chair retainer $1,750 .

Performance Compensation

• Director equity is time‑based restricted stock; no performance metrics are specified for director awards (dividends accrue and are paid upon vesting on shares that vest) .

Other Directorships & Interlocks

• Related‑party exposure context at UHT: UHS and affiliates accounted for ~40% of revenues in recent years and hold numerous leases and options with UHT; UHT operates under an Advisory Agreement with a UHS subsidiary. Related‑party transactions must be approved by a majority of independent trustees, with appraisal/comparability safeguards . The Board lists “potential conflicts of interest with UHS” among principal risks overseen by the Board/Audit Committee .

Expertise & Qualifications

• “Audit committee financial expert”; accounting and related financial management expertise affirmed by the Board .
• Deep REIT financial leadership (former EVP & CFO of PREIT) and public company audit partner experience (KPMG, Arthur Andersen) .
• Lead Trustee and committee chair experience (Audit; formerly Nominating & Governance) .

Equity Ownership

• Hedging/pledging: Company policy prohibits hedging by trustees; proxy discloses no pledged shares by trustees/executives .

Governance Assessment

• Strengths affecting investor confidence:

  • Independent leadership: Lead Trustee role with regular executive sessions; majority‑independent board; McCadden as audit financial expert and Audit Chair supports robust oversight .
  • Engagement and workload: High meeting cadence (Audit met 10× in 2024; Board 4×; exec sessions after each) and strong attendance disclosure (“substantially all”) .
  • Transparent director pay: Clear cash retainer and role‑based fees; equity grants are time‑vested restricted stock aligning with holders (785 shares in 2024) .
  • Shareholder support: Consistently strong say‑on‑pay results (e.g., 2025 vote counts; 93–94% prior years) suggest governance program acceptance .

• Structural risk factors requiring vigilance:

  • UHS concentration and conflicts: Significant revenue reliance on UHS and complex lease/purchase options, plus the advisory arrangement with a UHS subsidiary—explicitly listed as a principal risk and potential conflict area .
  • Advisor model oversight: Independent trustees annually review/renew the Advisory Agreement; continued benchmarking and controls are essential to mitigate conflict risk .

RED FLAGS to monitor

• High related‑party exposure to UHS (leasing, advisory fee, options) that could influence economics or capital allocation; board affirms approval/ratification controls via independent trustees, but investor scrutiny remains warranted .
• Lease renewal/purchase option risk: UHS subsidiaries hold multiple renewal and purchase rights that could reduce future rents if exercised; oversight and contingency planning are critical .

Supplemental Board Activity Snapshot (2024)