DEF 14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

 

 

Filed by the Registrant   

Filed by a Party other than the Registrant   

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

Universal Health Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required

 

Fee paid previously with preliminary materials

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

 


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

LOGO

UNIVERSAL HEALTH SERVICES, INC.

UNIVERSAL CORPORATE CENTER     367 SOUTH GULPH ROAD     KING OF PRUSSIA, PENNSYLVANIA 19406

 

LOGO                 LOGO                 LOGO
   

Date and Time

May 18, 2022

10:00 a.m.

 

     

Live Audio Webcast

www.meetnow.global/MKLFJSM

     

Record Date

March 24, 2022

Items to be Voted On

 

(1)

the election of one director by the holders of Class A and Class C Common Stock (voting together as a single class) and the election of one director by the holders of Class B and Class D Common Stock (voting together as a single class);

 

(2)

to consider the approval of an amendment and restatement of the Company’s 2020 Omnibus Stock and Incentive Plan;

 

(3)

the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

 

(4)

To act on a stockholder proposal regarding majority vote standard in director elections if properly presented at the meeting; and

 

(5)

the transaction of such other business as may properly come before the meeting or any adjournment thereof.

You are entitled to vote at the Annual Meeting only if you were a Company stockholder of record at the close of business on March 24, 2022.

This year, out of an abundance of caution, to proactively deal with the continuing health impact of coronavirus disease, also known as COVID-19, and to mitigate risks to the health and well-being or our communities, employees, stockholders and other stakeholders, we will hold the Annual Meeting in a virtual only format, which will be conducted via live audio webcast. Stockholders will have an equal opportunity to participate at the Annual Meeting online regardless of their geographic location.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, PLEASE VOTE BY TELEPHONE OR INTERNET OR, IF YOU RECEIVED PRINTED PROXY MATERIALS AND WISH TO VOTE BY MAIL, MARK YOUR VOTES, THEN DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO VOTE YOUR SHARES ONLINE AT THE MEETING.

 

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on Wednesday, May 18, 2022:

The Proxy Statement and Annual Report to Stockholders are available at http://www.edocumentview.com/uhs.

BY ORDER OF THE BOARD OF DIRECTORS

 

 

LOGO

Steve G. Filton,

Secretary

King of Prussia, Pennsylvania

April 7, 2022

 

 

Universal Health Services, Inc. 2022 Proxy Statement


A LETTER FROM OUR SENIOR EXECUTIVES

 

LOGO

April 7, 2022

Dear Stockholder:

 

LOGO

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Universal Health Services, Inc. (the “Company”) to be held on Wednesday, May 18, 2022, beginning at 10:00 a.m. In light of the continuing public health impact of the novel coronavirus (COVID-19) outbreak and to support the health and well-being of our communities, employees, stockholders and other stakeholders, this year’s Annual Meeting will be conducted completely virtually, via a live audio webcast; there will be no physical meeting location. You will be able to attend and participate in the Annual Meeting by visiting www.meetnow.global/MKLFJSM, where you will be able to listen to the meeting live, submit questions, and vote. The annual meeting is being held for the following purposes:

 

(1)

the election of one director by the holders of Class A and Class C Common Stock (voting together as a single class) and the election of one director by the holders of Class B and Class D Common Stock (voting together as a single class);

 

(2)

to consider the approval of an amendment and restatement of the Company’s 2020 Omnibus Stock and Incentive Plan;

 

(3)

the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;

 

(4)

To act on a stockholder proposal regarding majority vote standard in director elections if properly presented at the meeting; and

 

(5)

the transaction of such other business as may properly come before the meeting or any adjournment thereof.

Detailed information concerning these matters is set forth in the Important Notice Regarding the Availability of Proxy Materials (the “Notice”) you received in the mail and in the attached Notice of Annual Meeting of Stockholders and Proxy Statement. We have elected to provide access to our Proxy Materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. If you want more information, please see the Questions and Answers section of this Proxy Statement.

Your vote is important. Whether or not you plan to attend the meeting online, please either vote by telephone or internet or, if you received printed Proxy Materials and wish to vote by mail, by promptly signing and returning your Proxy card in the enclosed envelope. Please review the instructions on each of your voting options described in this Proxy Statement as well as in the Notice you received in the mail. If you then attend and wish to vote your shares online, you still may do so. In addition to the matters noted above, we will discuss the business of the Company and be available for your questions relating to the Company.

Sincerely,

 

LOGO

 

Alan B. Miller

Executive Chairman of the Board of Directors

 

LOGO

 

Marc D. Miller

Chief Executive Officer and President

 

 

 

Universal Health Services, Inc. 2022 Proxy Statement


PROXY STATEMENT

QUESTIONS AND ANSWERS

 

 

LOGO

UNIVERSAL HEALTH SERVICES, INC.

UNIVERSAL CORPORATE CENTER    367 SOUTH GULPH ROAD    KING OF PRUSSIA, PA 19406

 

 

1.

Q: Why am I receiving these materials?

 

  A:

This Proxy Statement and enclosed forms of Proxy (first mailed to the holders of Class A and Class C Common Stock, and to the holders of Class B and Class D Common Stock who requested to receive printed Proxy Materials, on or about April 7, 2022) are furnished in connection with the solicitation by our Board of Directors of Proxies for use at the Annual Meeting of Stockholders, or at any adjournment thereof. A Notice Regarding the Availability of Proxy Materials was first mailed to all of our other stockholders beginning on or about April 7, 2022. The Annual Meeting will be held on Wednesday, May 18, 2022, beginning at 10:00 a.m. The Annual Meeting will be accessible via live audiocast on the internet. To participate at the Annual Meeting online, please visit www.meetnow.global/MKLFJSM. For additional information on the virtual meeting review the instructions under the Q&A section entitled “How can I attend and vote at the online meeting?” below. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this Proxy Statement.

 

2.

Q: What is the purpose of the Annual Meeting?

 

  A:

The Annual Meeting is being held for the following purposes (1) to have the holders of Class A and C Common Stock (voting together as a single class) elect one Class II director and to have the holders of Class B and D Common Stock (voting together as a single class) elect one Class II director, each such director to serve for a term of three years until the annual election of directors in 2025 or the election and qualification of their respective successor; (2) to consider the approval of an amendment and restatement of the Company’s 2020 Omnibus Stock and Incentive Plan; (3) the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; (4) to act on a stockholder proposal regarding majority vote standard in director elections if properly presented at the meeting; and (5) to transact such other business as may properly be brought before the meeting or any adjournment thereof. We will also discuss our business and be available for your comments and discussion.

 

3.

Q: Why did holders of Class B and Class D Common Stock receive a notice in the mail regarding the internet availability of Proxy Materials instead of a full set of Proxy Materials?

 

  A:

In accordance with “notice and access” rules adopted by the U.S. Securities and Exchange Commission, or SEC, we may furnish Proxy Materials, including this Proxy Statement and our Annual Report to Stockholders, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Holders of Class B and Class D Common Stock will not receive printed copies of the Proxy Materials unless they request them. Instead, the Notice, which was mailed to holders of Class B and Class D Common Stock that did not request printed copies of the Proxy Materials, will instruct you as to how you may access and review all of the Proxy Materials on the internet. Please visit http://www.edocumentview.com/uhs. The Notice also instructs you as to how you may submit your Proxy on the internet. If you would like to receive a paper or e-mail copy of our Proxy Materials, you should follow the instructions for requesting such materials in the Notice.

 

4.

Q: Who may attend the Annual Meeting?

 

  A:

All stockholders of record and registered beneficial holders as of the close of business on March 24, 2022, or their duly appointed proxies, may attend the meeting online at www.meetnow.global/MKLFJSM. For additional information on the virtual meeting review the Q&A below entitled “How can I attend and vote at the online meeting with the ability to ask a question and/or vote?”

 

 

 

1

Universal Health Services, Inc. 2022 Proxy Statement


Proxy Statement

 

 

 

5.

Q: How can I attend and vote at the online meeting?

 

  A:

For registered stockholders: If on the record date your Shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), then you are a stockholder of record (also known as a “record holder”). Stockholders of record at the close of business on the record date will be able to attend the Annual Meeting online, ask a question and vote by visiting www.meetnow.global/MKLFJSM at the meeting date and time and entering the 15-digit control number located in the shaded bar of the proxy card or notice they received. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 9:45 a.m., Eastern Time.

For beneficial owners: If on the record date your Shares were not registered directly in your name with Computershare but instead held by an intermediary, such as a bank, broker or other nominee, then you are the beneficial owner of shares held in “street name”. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you must register in advance to attend the Annual Meeting, vote and submit questions. To register in advance you will need to obtain a legal proxy from the bank, broker or other nominee that holds your Shares giving you the right to vote the Shares. Once you have received a legal proxy form from your bank, broker or other nominee, forward the email with your name and the legal proxy attached or send a separate email with your name and legal proxy attached labeled “Legal Proxy” in the subject line to Computershare, at legalproxy@computershare.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on May 13, 2022. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetnow.global/MKLFJSM and enter your control number. If you do not have your control number you may attend as a guest (non-stockholder) by going to www.meetnow.global/MKLFJSM, clicking on the “Guest” link and entering the requested information. Please note that guest access is in listen-only mode and you will not have the ability to ask questions or vote during the Annual Meeting.

 

6.

Q: Do I need to register to attend the Annual Meeting virtually?

 

  A:

Registration is only required if you are a beneficial owner. Beneficial holders may register as set forth above or they may register at the Annual Meeting using the control number received with their voting information form. Beginning last year, an industry solution was agreed upon to allow beneficial holders to register online at the Annual Meeting to attend and ask questions. We expect that the vast majority of beneficial holders will be able to fully participate using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience to beneficial holders only, and there is no guarantee this option will be available for every type of beneficial holder voting control number. The inability to provide this option to any or all beneficial holders shall in no way impact the validity of the Annual Meeting. Beneficial holders may choose the Register in Advance of the Annual Meeting option above, if they prefer to use this traditional, legal proxy option set forth in #5 above and have the ability to vote. In any event, please go to www.meetnow.global/MKLFJSM for more information on the available attendance options and registration instructions. The online meeting will begin promptly at 10:00 a.m., EDT. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.

 

7.

Q: What if I have trouble accessing the Annual Meeting virtually?

 

  A:

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it, or you may call 1-888-724-2416.

 

8.

Q: Who is entitled to vote at the Annual Meeting?

 

  A:

Only stockholders as of the close of business on March 24, 2022 are entitled to vote at the Annual Meeting. On that date, 6,577,100 shares of Class A Common Stock, par value $.01 per share, 661,688 shares of Class C Common Stock, par value $.01 per share, 67,211,754 shares of Class B Common Stock, par value $.01 per share, and 14,613 shares of Class D Common Stock, par value $.01 per share, were outstanding.

 

 

 

2

Universal Health Services, Inc. 2022 Proxy Statement


Proxy Statement

 

 

 

9.

Q: Who is soliciting my vote?

 

  A:

The principal solicitation of Proxies is being made by the Board of Directors by mail. Certain of our officers, directors and employees, none of whom will receive additional compensation therefor, may solicit Proxies by telephone or other personal contact. We will bear the cost of the solicitation of the Proxies, including postage, printing and handling and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares. We have not engaged any third party to assist us in solicitation of proxies at the Annual Meeting, but we may decide to retain the services of a proxy solicitation firm in the future if we believe it is appropriate under the circumstances.

 

10.

Q: What items of business will be voted on at the Annual Meeting?

 

  A:

The holders of Class A and C Common Stock (voting together as a single class) will elect one Class II director and the holders of Class B and D Common Stock (voting together as a single class) will elect one Class II director, each such director to serve for a term of three years until the annual election of directors in 2025 or the election and qualification of their respective successor. The holders of Class A, Class C, Class B and Class D Common Stock (voting together as a single class) will vote on the following matters: a proposal to approve an amendment and restatement of the Company’s 2020 Omnibus Stock and Incentive Plan; the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and a stockholder proposal regarding majority vote standard in director elections.

 

11.

Q: How does the Board of Directors recommend that I vote?

 

  A:

The Board of Directors recommends that holders of Class A and Class C Common Stock and Class B and Class D Common Stock vote shares “FOR” the election of the respective nominees to the Board of Directors (Proposal 1).

The Board of Directors recommends that holders of Class A, Class C, Class B and Class D Common Stock vote shares “FOR” the approval of an amendment and restatement of the Company’s 2020 Omnibus Stock and Incentive Plan (Proposal 2).

The Board of Directors recommends that holders of Class A, Class C, Class B and Class D Common Stock vote shares “FOR” the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 3).

The Board of Directors recommends that holders of Class A, Class C, Class B and Class D Common Stock vote shares “AGAINST” the stockholder proposal regarding majority vote standard in director elections, if properly presented at the meeting; (Proposal 4).

 

12.

Q: How will voting on any other business be conducted?

 

  A:

Other than the items of business described in this Proxy Statement, we know of no other business to be presented for action at the Annual Meeting. As for any business that may properly come before the Annual Meeting, your signed Proxy gives authority to the persons named therein. Those persons may vote on such matters at their discretion and will use their best judgment with respect thereto.

 

13.

Q: What is the difference between a “stockholder of record” and a “street name” holder?

 

  A:

These terms describe how your shares are held. If your shares are registered directly in your name with Computershare, our transfer agent, you are a “stockholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder.

 

14.

Q: How do I vote my shares if I am a stockholder of record?

 

  A:

A separate form of Proxy applies to our Class A and Class C Common Stock and a separate form of Proxy applies to our Class B and Class D Common Stock. For specific instructions on how to vote your shares, please refer to the instructions on the Notice Regarding the Availability of Proxy Materials you received in the mail or, if you received printed Proxy Materials, your enclosed Proxy card. If you received printed Proxy Materials, enclosed is a Proxy card for the shares of stock held by you on the record date. If you received printed Proxy Materials, you may vote by signing and dating each

 

 

 

3

Universal Health Services, Inc. 2022 Proxy Statement


Proxy Statement

 

 

 

  Proxy card you receive and returning it in the enclosed prepaid envelope, or you may vote by telephone or internet. Unless otherwise indicated on the Proxy, shares represented by any Proxy will, if the Proxy is properly executed and received by us prior to the Annual Meeting, be voted “FOR” each of the nominees for director, “FOR” the approval of an amendment and restatement of the Company’s 2020 Omnibus Stock and Incentive Plan, “FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, and “AGAINST” the stockholder proposal regarding majority vote standard in director elections, if properly presented at the meeting.

 

15.

Q: How do I vote by telephone or electronically?

 

  A:

Instead of submitting your vote by mail on the enclosed Proxy card (if you received printed Proxy Materials), your vote can be submitted by telephone or electronically, via the internet. Please refer to the specific instructions set forth on the Notice Regarding the Availability of Proxy Materials or, if you received printed Proxy Materials, on the enclosed Proxy card. For security reasons, our electronic voting system has been designed to authenticate your identity as a stockholder.

 

16.

Q: How do I vote my shares if they are held in street name?

 

  A:

If your shares are held in street name, your broker or other nominee will provide you with a form seeking instruction on how your shares should be voted.

 

17.

Q: Can I change or revoke my vote?

 

  A:

Yes. Any Proxy executed and returned to us is revocable by delivering a later signed and dated Proxy or other written notice to our Secretary at any time prior to its exercise. Your Proxy is also subject to revocation by attending the meeting and voting online.

 

18.

Q: How do I vote during the meeting?

 

  A:

If you have not already voted your shares in advance as described above, provided you are a registered stockholder or a registered beneficial stockholder with a control number, you will also be able to vote your shares electronically during the Annual Meeting by clicking on the “Vote” tab on the virtual meeting site. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of or during the Annual Meeting by one of the methods described in the proxy materials.

 

19.

Q: How do I ask questions during the meeting?

 

  A:

If you are attending the meeting as a stockholder of record or registered beneficial owner, questions can be submitted by accessing the virtual meeting site at www.meetnow.global/MKLFJSM, entering your control number and clicking on the “Q&A” tab. Please note that guest access is in listen-only mode and you will not have the ability to ask questions or vote during the Annual Meeting.

 

20.

Q: What constitutes a “quorum”?

 

  A:

The holders of a majority of the common stock votes issued and outstanding and entitled to vote, either in person or represented by Proxy, constitutes a quorum. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.

 

21.

Q: What are our voting rights with respect to the election of directors?

 

  A:

Our Restated Certificate of Incorporation provides that, with respect to the election of directors, holders of Class A Common Stock vote as a class with the holders of Class C Common Stock, and holders of Class B Common Stock vote as a class with holders of Class D Common Stock, with holders of all classes of Common Stock entitled to one vote per share.

As of March 24, 2022, the shares of Class A and Class C Common Stock constituted 9.7% of the aggregate outstanding shares of our Common Stock, had the right to elect five members of the Board of Directors and constituted 89.5% of our general voting power; and as of that date the shares of Class B and Class D Common Stock (excluding shares issuable upon exercise of options) constituted 90.3% of the outstanding shares of our Common Stock, had the right to elect two members of the Board of Directors and constituted 10.5% of our general voting power.

 

 

 

4

Universal Health Services, Inc. 2022 Proxy Statement


Proxy Statement

 

 

 

22.

Q: What are our voting rights with respect to matters other than the election of directors?

 

  A:

As to matters other than the election of directors, our Restated Certificate of Incorporation provides that holders of Class A, Class B, Class C and Class D Common Stock all vote together as a single class, except as otherwise provided by law.

Each share of Class A Common Stock entitles the holder thereof to one vote; each share of Class B Common Stock entitles the holder thereof to one-tenth of a vote; each share of Class C Common Stock entitles the holder thereof to 100 votes (provided the holder of Class C Common Stock holds a number of shares of Class A Common Stock equal to ten times the number of shares of Class C Common Stock that holder holds); and each share of Class D Common Stock entitles the holder thereof to ten votes (provided the holder of Class D Common Stock holds a number of shares of Class B Common Stock equal to ten times the number of shares of Class D Common Stock that holder holds).

In the event a holder of Class C or Class D Common Stock holds a number of shares of Class A or Class B Common Stock, respectively, less than ten times the number of shares of Class C or Class D Common Stock that holder holds, then that holder will be entitled to only one vote for every share of Class C Common Stock, or one-tenth of a vote for every share of Class D Common Stock, which that holder holds in excess of one-tenth the number of shares of Class A or Class B Common Stock, respectively, held by that holder. The Board of Directors, in its discretion, may require holders of Class C or Class D Common Stock to provide satisfactory evidence that such owner holds ten times as many shares of Class A or Class B Common Stock as Class C or Class D Common Stock, respectively, if such facts are not apparent from our stock records.

 

23.

Q: Will my shares be voted if I do not sign and return my Proxy card or vote by telephone or internet?

 

  A:

If you are a stockholder of record and you do not sign and return your Proxy card or vote by telephone or internet, your shares will not be voted at the Annual Meeting. If your shares are held in street name and you do not issue instructions to your broker, your broker may vote your shares at its discretion on routine matters, but may not vote your shares on nonroutine matters. Under the New York Stock Exchange rules, each of the proposals other than the ratification of the selection of the Company’s independent registered public accounting firm is deemed to be a nonroutine matter with respect to which brokers and nominees may not exercise their voting discretion without receiving instructions from the beneficial owner of the shares.

 

24.

Q: What is a “broker non-vote”?

 

  A:

“Broker non-votes” are shares held by brokers or nominees which are present in person or represented by Proxy, but which are not voted on a particular matter because instructions have not been received from the beneficial owner. Under the rules of the Financial Industry Regulatory Authority, member brokers generally may not vote shares held by them in street name for customers unless they are permitted to do so under the rules of any national securities exchange of which they are a member. Under the rules of the New York Stock Exchange, New York Stock Exchange-member brokers who hold shares of Common Stock in street name for their customers and have transmitted our Proxy solicitation materials to their customers, but do not receive voting instructions from such customers, are not permitted to vote on nonroutine matters. Under the New York Stock Exchange rules, each of the proposals other than the ratification of the selection of the Company’s independent registered public accounting firm is deemed to be nonroutine matters with respect to which brokers and nominees may not exercise their voting discretion without receiving instructions from the beneficial owner of the shares.

 

25.

Q: What is the effect of a broker non-vote?

 

  A:

Broker non-votes will be counted for the purpose of determining the presence or absence of a quorum but will not be considered present and entitled to vote on any matter for which a broker, bank or other nominee does not have authority. For the Annual Meeting, pursuant to the rules of the New York Stock Exchange, your broker, bank or other nominee will be permitted to vote for you without instruction only with respect to Proposal 3 regarding the ratification of PricewaterhouseCoopers LLP. A broker non-vote will not have any impact on the outcome of any other proposals.

 

 

 

5

Universal Health Services, Inc. 2022 Proxy Statement


Proxy Statement

 

 

 

26.

Q: What is the vote required to approve each proposal?

 

  A:

         

 

Item of Business

  Votes Required for Approval    Abstentions  

Signed But

Unmarked

Proxy Cards

 

Broker

Non-Votes

 

Proposal 1: Election of Directors

 

 

One Class II director will be elected by the highest number of affirmative votes of the shares of Class A and Class C Common Stock, voting together as a single class, present in person or represented by Proxy and entitled to vote.

 

One Class II director will be elected by the highest number of affirmative votes of the shares of Class B and Class D Common Stock, voting together as a single class, present in person or represented by Proxy and entitled to vote.

 

  

 

No effect

 

 

Count as votes FOR

 

 

No effect on voting

Proposal 2: Approval of an amendment and restatement of the Company’s 2020 Omnibus Stock and Incentive Plan

 

 

Affirmative “FOR” vote of the holders of a majority of the voting power of shares of Class A, B, C, and D Common Stock, present in person or represented by Proxy and entitled to vote, voting together as a single class.

 

   Count as votes AGAINST   Count as votes FOR   No effect on voting

Proposal 3: Ratification of Independent Registered Public Accounting Firm

 

 

Majority of the Class A, B, C and D Common Stock votes, present in person or represented by Proxy and entitled to vote.

 

   Count as votes AGAINST   Count as votes FOR   Not applicable

Proposal 4: Stockholder Proposal regarding Majority vote standard in director elections

 

  Majority of the Class A, B, C and D Common Stock votes, present in person or represented by Proxy and entitled to vote.    Count as votes AGAINST   Count as votes AGAINST   No effect on voting

 

27.

Q: Who will count the votes?

 

  A:

The Secretary will count the Class A and Class C votes. Our transfer agent will count the Class B and Class D votes and serve as inspector of elections.

 

28.

Q: When are stockholder proposals due in order to be included in our Proxy Statement for the 2023 Annual Meeting?

 

  A:

Any stockholder proposal intended to be included in the proxy materials for the 2023 Annual Meeting must be received by us no later than December 8, 2022. Such proposals should be sent in writing by courier or certified mail to our Secretary at Universal Health Services, Inc., Universal Corporate Center, 367 South Gulph Road, P.O. Box 61558, King of Prussia, Pennsylvania 19406. Any stockholder proposal must also be in proper form and substance, as determined in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

29.

Q: Can I receive more than one set of Annual Meeting materials?

 

  A:

If you share an address with another stockholder, each stockholder may not receive a separate copy of our Annual Report and Proxy Statement. We will promptly deliver a separate copy of either document to any stockholder upon written or oral request to our Secretary at Universal Health Services, Inc., Universal Corporate Center, 367 South Gulph Road, P.O. Box 61558, King of Prussia, Pennsylvania 19406, telephone (610) 768-3300. If you share an address with another stockholder and (i) would like to receive multiple copies of the Proxy Statement or Annual Report to Stockholders in the future, or (ii) if you are receiving multiple copies and would like to receive only one copy per household in the future, please contact your bank, broker, or other nominee record holder, or you may contact us at the above address and phone number.

 

 

 

6

Universal Health Services, Inc. 2022 Proxy Statement


Proxy Statement

 

 

 

30.

Q: How can I obtain additional information about the Company?

 

  A:

Copies of our annual, quarterly and current reports we file with the Securities and Exchange Commission, or SEC, and any amendments to those reports, are available free of charge on our website, which is located at http://www.uhs.com. Copies of these reports will be sent without charge to any stockholder requesting it in writing to our Secretary at Universal Health Services, Inc., Universal Corporate Center, P.O. Box 61558, 367 South Gulph Road, King of Prussia, Pennsylvania 19406. The information posted on our website is not incorporated into this Proxy Statement.

As required by Delaware law, the names of registered shareholders entitled to vote at the virtual Annual Meeting will be available for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting, between the hours of 9:00 a.m. and 4:00 p.m., at our principal executive offices at Universal Corporate Center, 367 South Gulph Road, P.O. Box 61558, King of Prussia, Pennsylvania 19406. Due to the COVID-19 pandemic, registered shareholders must make an appointment and must comply with the company’s COVID-19 protocols. The stockholder list will be available at the Annual Meeting, and through the conclusion of the Meeting, on the virtual Annual Meeting website at www.meetnow.global/MKLFJSM. Only those persons logging into the virtual Annual Meeting as a registered stockholder will be able to access the list and you will be required to provide the 15-digit control number found on your Notice, proxy card and electronic notification that was mailed or made available to you on or about April 7, 2022.

 

 

 

7

Universal Health Services, Inc. 2022 Proxy Statement


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 24, 2022, the number of shares of our equity securities and the percentage of each class beneficially owned, within the meaning of Securities and Exchange Commission Rule 13d-3, and the percentage of our general voting power currently held, by (i) all stockholders known by us to own more than 5% of any class of our equity securities, (ii) all of our directors and nominees who are stockholders, (iii) the executive officers named in the Summary Compensation Table and (iv) all directors and executive officers as a group. Except as otherwise specified, the named beneficial owner has sole voting and investment power.

 

    Title of Class        

Name and Address of

Beneficial Owner(1)

 

  Class A
Common
Stock(2)
          Class B
Common
Stock(2)
          Class C
Common
Stock(2)
          Class D
Common
Stock(2)
          Percentage
of General
Voting
Power(3)
 
  Shares     %     Shares     %     Shares     %     Shares     %         

Alan B. Miller

    5,163,885 (6)(17)(20)      78.5     8,846,421 (4)(11)(12)(18)(21)      11.9     661,688       100                 86.5

Marc D. Miller

    1,641,815 (7)(15)(17)(22)      25.0     2,773,569 (4)(11)(14)(18)(19)      4.0                             2.7

Elliot J. Sussman, M.D.

The Villages Health

3619 Kiessel Road

The Villages, FL 32163

                12,500 (11)         (5)                                 (5) 

Maria R. Singer
245 Park Avenue

New York, NY 10167

                7,500 (11)         (5)                                 (5) 

Warren J. Nimetz

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, NY 10019

    799,830 (13)(16)(20)(22)            996,256 (4)(11)(14)         (5)                                 (5) 

Lawrence S. Gibbs

48 Crescent Road

Livingston, NJ 07039

                26,869 (11)         (5)                                 (5) 

Eileen C. McDonnell

The Penn Mutual Life Insurance Company

600 Dresher Road

Horsham, PA 19044

                16,077 (11)         (5)                                 (5) 

Steve G. Filton

                457,201 (8)(11)         (5)                                 (5) 

Marvin G. Pember

                200,716 (11)         (5)                                 (5) 

Matthew J. Peterson

                48,455 (11)         (5)                                 (5) 

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

                4,913,253 (9)      7.3                                (5) 

First Eagle Investment Management, LLC

1345 Avenue of the Americas

New York, NY 10105

                4,099,131 (10)      6.1                                (5) 

FMR LLC

245 Summer Street

Boston, MA 02210

                5,433,130 (23)      8.1                                (5) 

Invesco Ltd.

1555 Peachtree Street NE

Suite 1800

Atlanta, GA 30309

                3,811,217 (24)      5.7                                (5) 

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

                7,709,190 (25)      11.5                             1.2

All directors & executive officers

as a group (10 persons)

    6,574,600       99.96     11,783,208       15.4     661,688       100.0                 89.8

 

(1)

Unless otherwise shown, the address of each beneficial owner is c/o Universal Health Services, Inc., Universal Corporate Center, 367 South Gulph Road, King of Prussia, PA 19406.

 

(2)

Each share of Class A, Class C and Class D Common Stock is convertible at any time into one share of Class B Common Stock.

 

 

 

8

Universal Health Services, Inc. 2022 Proxy Statement


Security Ownership of Certain Beneficial Owners and Management

 

 

 

(3)

As to matters other than the election of directors, holders of Class A, Class B, Class C and Class D Common Stock vote together as a single class. Each share of Class A Common Stock entitles the holder thereof to one vote; each share of Class B Common Stock entitles the holder thereof to one-tenth of a vote; each share of Class C Common Stock entitles the holder thereof to 100 votes (provided the holder of Class C Common Stock holds a number of shares of Class A Common Stock equal to ten times the number of shares of Class C Common Stock that holder holds); and each share of Class D Common Stock entitles the holder thereof to ten votes (provided the holder of Class D Common Stock holds a number of shares of Class B Common Stock equal to ten times the number of shares of Class D Common Stock that holder holds).

 

(4)

Includes shares issuable upon the conversion of Classes A, C and/or D Common Stock.

 

(5)

Less than 1% of the class of stock or general voting power.

 

(6)

Includes 400,000 shares of Class A Common Stock that are beneficially owned by Mr. Alan Miller and are held by Mr. Alan Miller in trust for the benefit of his spouse.

 

(7)

Includes 337,321 shares of Class A Common Stock which are held by three trusts (the “2002 Trusts”) for the benefit of certain of Alan B. Miller’s family members of which Marc D. Miller (who is the Chief Executive Officer and President, director and the son of Alan B. Miller) and Mr. Nimetz are trustees; and 532,194 shares held by the A. Miller Family, LLC, whose members are the 2002 Trusts. Marc D. Miller is the sole manager of the A. Miller Family, LLC and during his tenure as such, has voting and dispositive power with respect to the Class A Common Stock held by the A. Miller Family, LLC and sole voting and dispositive power with respect to the shares held by the 2002 Trusts. Mr. Nimetz disclaims beneficial interest in all shares held by the 2002 Trusts and the A. Miller Family LLC. Marc D. Miller disclaims beneficial interest in the shares held by the 2002 Trusts and the A Miller Family LLC other than those of which Marc Miller is the beneficiary.

 

(8)

Includes 161,000 shares of Class B Common Stock which are held by two Irrevocable Trusts. Mr. Filton is the Trustee and beneficiary of The Betsy H. Filton 2020 Irrevocable Trust (80,500 shares) and disclaims beneficial ownership of The Steve G. Filton 2020 Irrevocable Trust, of which Mr. Filton’s spouse is the Trustee and beneficiary (80,500 shares).

 

(9)

These securities are held by Blackrock, Inc. and its subsidiaries. Blackrock, Inc. has sole power to vote with respect to 4,412,517 shares of our Class B Common Stock and sole power to dispose or to direct the disposition of 4,913,253 shares of our Class B Common Stock. Information is based on Amendment No. 13 to Schedule 13G dated January 28, 2022.

 

(10)

These securities are held by First Eagle Investment Management, LLC and its subsidiaries. First Eagle Investment Management, LLC has sole power to vote with respect to 3,814,326 shares of our Class B Common Stock and sole power with respect to 4,099,131 shares to dispose or to direct the disposition of 4,099,131 shares of our Class B Common Stock. Information is based on Schedule 13G dated February 10, 2022.

 

(11)

Includes 2,193,384 shares issuable pursuant to stock options to purchase Class B Common Stock held by our directors and executive officers and exercisable within 60 days of March 24, 2022 as follows: Elliot J. Sussman, M.D. (12,500); Alan B. Miller (1,421,056); Marc D. Miller (295,966); Lawrence S. Gibbs (25,000); Eileen C. McDonnell (12,500); Steve G. Filton (181,536); Warren Nimetz (25,000); Matthew J. Peterson (48,209); Maria R. Singer (12,500); and Marvin G. Pember (164,117).

 

(12)

Includes 138,127 shares held by the three 2021 Grantor Retained Annuity Trusts. Alan B. Miller has sole dispositive power and sole voting power with respect to these shares.

 

(13)

Does not include: (i) 337,321 shares of Class A Common Stock which are held by the 2002 Trusts of which Mr. Nimetz is a trustee; (ii) 532,194 shares of Class A Common Stock which are held by A. Miller Family, LLC whose members are the 2002 Trusts. Marc Miller has sole voting and dispositive power with respect to the shares held by A. Miller Family LLC. Mr. Nimetz disclaims any beneficial interest in the shares.

 

(14)

Includes 171,426 shares held by the three 2011 Family Trusts for the benefit of Alan B. Miller’s three children. Warren Nimetz and Marc D. Miller are both Trustees. Marc D. Miller has sole voting power with respect to these shares. Mr. Nimetz disclaims beneficial ownership of all shares and Marc D. Miller disclaims beneficial ownership of the shares held by the Trust for the benefit of Abby Miller King (55,763) and the Trust for the benefit of Marni Spencer (55,763).

 

(15)

Includes 237,800 shares held by the 2012 Family Trust for the benefit of Abby Miller King and Marni Spencer. Warren Nimetz and Marc D. Miller are both Trustees. Marc D. Miller has sole voting power with respect to these shares. Mr. Nimetz and Marc D. Miller disclaim beneficial ownership of these shares.

 

(16)

Includes 356,700 shares held by the 2012 Family Trust for the benefit of Alan B. Miller’s three children. Warren Nimetz is the sole Trustee of the 2002 Trust for the benefit of Marc D. Miller (which holds 118,900 shares) and Mr. Nimetz has sole voting power with respect to Marc D. Miller’s shares. Mr. Nimetz and Marc D. Miller are both Trustees of the Trusts for the benefit of Abby Miller King and Marni Spencer which each hold 118,900 shares. Marc D. Miller has sole voting power with respect to these shares. Mr. Nimetz and Marc D. Miller disclaim beneficial ownership of these shares.

 

(17)

Includes 350,000 shares held by three separate limited liability companies 100% of the interests of which are held by Alan B. Miller and the three 2002 Trusts for the benefit of Alan B. Miller’s three children. Alan B. Miller has the sole dispositive power and Marc D. Miller has sole voting power with respect to these shares. Marc D. Miller disclaims beneficial ownership of the shares held by the 2002 Trust for the benefit of Abby Miller King (100,000) and the shares held by the 2002 Trust for the benefit of Marni Spencer (100,000). Mr. Nimetz disclaims beneficial ownership of these shares.

 

(18)

Includes 400,000 shares held by the three separate limited liability companies, 100% of the interests of which are held by Alan B. Miller and the three 2002 Trusts for the benefit of Alan B. Miller’s three children. Alan B. Miller has the sole dispositive power and Marc D. Miller has sole voting power with respect to these shares. Marc D. Miller disclaims beneficial ownership of the shares held by and the 2002 Trust for the benefit of Abby Miller King (100,000) and the shares held by the 2002 Trust for the benefit of Marni Spencer (100,000). Mr. Nimetz disclaims beneficial ownership of these shares.

 

(19)

Includes 110,172 shares held by the three 2002 Trusts for the benefit of Alan B. Miller’s three children. Warren Nimetz is a Trustee and disclaims beneficial ownership of these shares. Marc D. Miller is a Trustee and has sole voting and dispositive power with respect to these shares and Marc D. Miller disclaims beneficial ownership interest of the shares held by the 2002 Trust for the benefit of Abby Miller King (22,815) and the shares held by the 2002 Trust for the benefit of Marni Spencer (43,247).

 

(20)

Includes 258,630 shares held by The Alan B. Miller 2002 Trust. Warren Nimetz is the Trustee of the Trust and has sole voting and dispositive power with respect to these shares. Mr. Nimetz disclaims any beneficial interest in the shares.

 

(21)

Excludes 9,810 shares in The Alan and Jill Miller Foundation.

 

(22)

Includes 184,500 shares of Class A Common Stock which are held by three sub-trusts (the “2017 Sub-Trusts”) for the benefit of certain of Alan B. Miller’s family members of which Marc D. Miller and Mr. Nimetz are trustees. Marc D. Miller has sole voting and dispositive power with respect to these shares. Marc D. Miller disclaims beneficial ownership interest of shares held by the 2017 Sub-Trust for the benefit of descendants of Abby Miller King (61,500) and shares held by the 2017 Sub-Trust for the benefit of descendants of Marni Spencer (61,500). Mr. Nimetz disclaims beneficial ownership of all these shares.

 

(23)

These securities are held by FMR LLC and its subsidiaries. FMR LLC has sole power to vote with respect to 845,673 shares of our Class B Common Stock and sole power with respect to 5,433,130 shares to dispose or to direct the disposition of 5,433,130 shares of our Class B Common Stock. Information is based on Amendment No. 0 to Schedule 13G dated February 8, 2022.

 

 

 

9

Universal Health Services, Inc. 2022 Proxy Statement


Security Ownership of Certain Beneficial Owners and Management

 

 

 

(24)

These securities are held by Invesco Ltd. and its subsidiaries. Invesco Ltd. has sole power to vote with respect to 3,691,037 shares of our Class B Common Stock and sole power to dispose or to direct the disposition of 3,811,217 shares of our Class B Common Stock. Information is based on Schedule 13G dated February 11, 2022.

 

(25)

These securities are held by The Vanguard Group and its subsidiaries. Vanguard Group has shared power to vote or direct the vote with respect to 119,789 shares of our Class B Common Stock and shared power to dispose with respect to 297,195 shares and sole power with respect to 7,411,995 shares to dispose or to direct the disposition of 7,709,190 shares of our Class B Common Stock. Information is based on Amendment No. 9 to Schedule 13G dated February 9, 2022.

Equity Compensation Plan Information

The table below provides information, as of the end of December 31, 2021, concerning securities authorized for issuance under our equity compensation plans.

 

Plan Category(1.)

  

(a)

Number of

Securities to be

Issued Upon

Exercise of

Outstanding

Options,

Warrants

and Rights(2.)

  

(b)

Weighted

Average

Exercise Price

of Outstanding

Options,

Warrants

and Rights

  

(c)

Number of Securities

Remaining Available

for Future Issuance under

Equity Compensation

Plan (excluding

securities reflected in

column (a))(3.)(4.)

Equity compensation plans approved by security holders

       8,556,115      $ 116.80        3,660,667
    

 

 

      

 

 

      

 

 

 

Total

       8,556,115      $ 116.80        3,660,667

 

(1.)

Shares of Class B Common Stock.

 

(2.)

As of March 24, 2022, there were approximately 9,081,562 options outstanding with an approximate weighted-average exercise price of $121.57 and weighted average remaining term of approximately 3.16 years. All current outstanding stock options have terms that do not exceed five years. There were approximately 101,727 full-value shares outstanding as of March 24, 2022. Additionally, as of March 24, 2022, there were approximately 269,555 full-value restricted stock units outstanding and 73,782 performance-based restricted stock units outstanding. The restricted stock units do not have any voting rights.

 

(3.)

As of March 24, 2022, the Company’s 2020 Omnibus Stock and Incentive Plan had approximately 487,761 shares remaining for future issuance.

 

(4.)

For purposes of determining the remaining number of shares subject to the Company’s 2020 Omnibus and Stock Incentive Plan, each share underlying a stock option or SAR shall be counted as one (1) share, while all other awards, including full-value restricted stock or units, shall be counted as four (4) shares against the reserve balance for future issuance.

 

 

 

10

Universal Health Services, Inc. 2022 Proxy Statement


PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Restated Certificate of Incorporation provides for a Board of Directors of not fewer than three members nor more than nine members. The Board of Directors is currently comprised of seven members, and is divided into three classes, with members of each class serving for a three-year term. At each Annual Meeting of Stockholders, directors are chosen to succeed those in the class whose term expires at such Annual Meeting and, in the case of this Annual Meeting, directors will be elected as Class II directors. Under our Restated Certificate of Incorporation, holders of shares of our outstanding Class B and Class D Common Stock (voting together as a single class) are entitled to elect 20% (but not less than one) of the directors, currently two directors, one in Class II and one in Class III, and the holders of Class A and Class C Common Stock (voting together as a single class) are entitled to elect the remaining five directors, three in Class I, one in Class II, and one in Class III.

The persons listed below include our Board of Directors and nominees. The terms of the current Class II directors, Mr. Warren J. Nimetz and Ms. Maria R. Singer expire at the 2022 Annual Meeting. Mr. Warren J. Nimetz has been nominated to be elected by the holders of Class A and C Common Stock and Ms. Maria R. Singer has been nominated to be elected by the holders of Class B and D Common Stock. We have no reason to believe that any of the nominees will be unavailable for election; however, if either nominee becomes unavailable for any reason, the shares represented by the Proxy will be voted for the person, if any, who is designated by the Board of Directors to replace the nominee. All nominees have consented to be named and have indicated their intent to serve if elected. The following information is furnished with respect to each of the nominees for election as a director and each member of the Board of Directors whose term of office will continue after the meeting.

The Board of Directors believes that it is essential that its members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds, including diversity of gender and race that, when considered as a group, provide a sufficient mix of perspectives to allow the Board of Directors to best fulfill its responsibilities to the long-term interests of our stockholders. The Board has two female members, one of whom, Eileen McDonnell serves as lead director and has refreshed the Board by replacing 60% of the non-management members of the Board within the last four years. The Board believes that it is important to further increase the diversity of the Board. In that regard the Nominating and Governance Committee has recommended to the Board and the Board has agreed to actively seek and is committed to add a member of an underrepresented minority group to the Board within the next year. The Company’s executive recruiter has recently commenced the candidate search.

Director Nominees

Class II Directors

 

Warren J. Nimetz

LOGO

 

Director Since: 2018

Age: 65

 

  

Class of Stockholders Entitled to Vote:

  A Common

  C Common

  

Committee Membership:

  Executive

  Finance

  

Business Experience

Mr. Nimetz is a Partner at the law firm of Norton Rose Fulbright US LLP and has been an attorney since 1979. We utilized during the year ended December 31, 2021, and currently utilize, the services of Norton Rose Fulbright US LLP as outside counsel.

 

 

 

11

Universal Health Services, Inc. 2022 Proxy Statement


Proposal No. 1

 

 

 

Maria R. Singer

LOGO

 

Director Since: 2020

Age: 48

 

  

Class of Stockholders Entitled to Vote:

  B Common

  D Common

  

Committee Membership:

  Audit

  Finance

  Nominating and Governance

  Quality and Compliance

  

Business Experience

Ms. Singer is Chief Operating Officer, Corporate Finance at Houlihan Lokey. She previously served as Managing Director and COO of Blackstone Advisory Partners from 2008-2015. She served in various roles at Lehman Brothers, Inc. from 2002-2008, including Senior Vice President, Office of the Chairman and Senior Vice President, Debt Capital Markets.

Directors whose Terms Expire in 2023

Class III Directors

 

Alan B. Miller

LOGO

 

Director Since: 1978

Age: 84

 

  

Class of Stockholders Entitled to Vote:

  A Common

  C Common

  

Committee Membership:

  Executive (Chair)

  Finance (Chair)

  

 

Business Experience

Mr. Alan B. Miller, who had previously served as our Chief Executive Officer since our inception in 1978, stepped down from that role effective as of January 1, 2021 and assumed the role of Executive Chairman of the Board. Prior to 1978, Mr. Alan B. Miller was Chairman of the Board, Chief Executive Officer and President of American Medicorp, Inc. Mr. Alan B. Miller continues to serve as Chairman of the Board of Trustees, Chief Executive Officer and President of Universal Health Realty Income Trust. He is the father of Marc D. Miller, a Director, and our Chief Executive Officer and President.

 

Lawrence S. Gibbs

LOGO

 

Director Since: 2011

Age: 50

 

  

Class of Stockholders Entitled to Vote:

  B Common

  D Common

  

Committee Membership:

  Audit

  Compensation

  Nominating and Governance

  Quality and Compliance

  

 

Business Experience

Product Manager at AIG, artificial intelligence platform, since 2019. Previously served in various portfolio manager and chief investment officer roles including Chief Investment Officer at Erdos Capital and Portfolio Manager, Chief Investment Office at JP Morgan Chase Bank NA.

 

 

 

12

Universal Health Services, Inc. 2022 Proxy Statement


Proposal No. 1

 

 

 

Directors whose Terms Expire in 2024

Class I Directors

 

Elliot J. Sussman, M.D.

LOGO

 

Director Since: 2018

Age: 70

 

  

Class of Stockholders Entitled to Vote:

  A Common

  C Common

  

Committee Membership:

  Audit

  Compensation

  Nominating and Governance (Chair)

  Quality and Compliance (Chair)

  

 

Business Experience

Chairman of The Villages Health. Former President and Chief Executive Officer of Lehigh Valley Hospital and Health Network from 1993 to 2010. A member of the Board of Directors of Yale New Haven Health System since 2011. Chair of Board of Directors of North East Medical Group, a wholly owned subsidiary of Yale New Haven Health System.

 

Marc D. Miller

LOGO

 

Director Since: 2006

Age: 51

 

  

Class of Stockholders Entitled to Vote:

  A Common

  C Common

  

Committee Membership:

  Executive

  Finance

  

 

Business Experience

Appointed as our Chief Executive Officer in January 2021 and continues to serve as President. Previously served as Senior Vice President and Co-Head of our Acute Care Division since 2007 and served as a Vice President since 2004. Also served in various roles in our Acute Care Division since 2003 and served in other management positions at various hospitals from 1999 to 2003. Currently serves as a member of the Board of Trustees of Universal Health Realty Income Trust and as a member of the Board of Directors of Premier, Inc. Son of Alan B. Miller, our Executive Chairman, and former Chief Executive Officer.

 

Eileen C. McDonnell

LOGO

 

Director Since: 2013

Age: 59

 

  

Class of Stockholders Entitled to Vote:

  A Common

  C Common

  

Committee Membership:

  Audit (Chair)

  Compensation (Chair)

  Executive

  

 

Business Experience

Ms. McDonnell currently serves as Executive Chairman of The Penn Mutual Life Insurance Company. Ms. McDonnell joined Penn Mutual in 2008 and previously served as Chairman and Chief Executive Officer, prior to her retirement in December 2021. She was also appointed to The Penn Mutual Board of Trustees in 2010. Ms. McDonnell also serves as a Director of the Insurance Federation of Pennsylvania and is a national advisor to VisionForward, an initiative of Drexel University College of Medicine Institute for Women’s Health and Leadership.

See the “Corporate Governance” section for additional information about our Board of Directors.

 

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THESE

NOMINEES AS DIRECTORS.

 

 

 

13

Universal Health Services, Inc. 2022 Proxy Statement


PROPOSAL NO. 2

AMENDMENT AND RESTATEMENT OF 2020 OMNIBUS STOCK AND INCENTIVE PLAN

On March 23, 2022, the Board of Directors adopted an amendment and restatement of our 2020 Omnibus Stock and Incentive Plan (the “2020 Stock Incentive Plan”), subject to the approval of our stockholders at the 2022 Annual Meeting. The amendment adopted by the Board would:

 

 

increase the number of shares of our Class B Common Stock that may be issued under the 2020 Stock Incentive Plan by 6.0 million (to 12.1 million shares from 6,100,000 shares); and

 

 

reduce the maximum term of awards from 10 years to five years.

We are not seeking stockholder approval of any other changes to the 2020 Stock Incentive Plan. The full text of the Amended and Restated 2020 Stock Incentive Plan is attached hereto as Exhibit A.

As of March 24, 2022, awards with respect to approximately 4.1 million shares, net of cancellations, of our Class B Common Stock had been issued under the 2020 Stock Incentive Plan, of which awards for approximately 4.1 million shares were outstanding (with a weighted-average option price of $142.17 per share and a weighted-average remaining term of 4.4 years). All current outstanding stock options have terms that do not exceed five years. In addition, there were approximately 304,565 full-value restricted stock units, net of cancellations, issued under the 2020 Stock Incentive Plan, of which approximately 269,555 are outstanding as of March 24, 2022. Additionally, there were 73,782 performance-based restricted stock units issued, all of which remain outstanding as of March 24, 2022. The restricted stock units do not have any voting rights. Only approximately 487,761 shares remained available for future grants (assuming full vesting and exercise of all of the then outstanding awards). On March 24, 2022, the closing price of a share of Class B Common Stock, as reported on the New York Stock Exchange, was $146.35.

The Board of Directors believes that the 6.0 million share increase covered by the proposal should be sufficient to enable us to continue making an adequate level of awards under the 2020 Stock Incentive Plan for approximately two more years, based upon the grant levels during the past ten years. If an increase in the number of authorized shares is not approved, the number of remaining available shares would be insufficient to cover an appropriate level of awards for even one year. The Board of Directors believes that reducing the maximum term of awards under the 2020 Stock Incentive Plan will provide the Company with greater flexibility in respect of future grants under the plan with no adverse effect, given that the Company has never granted awards under with a term greater than five years.

Long-term equity incentive compensation has been and is expected to continue to be a necessary and key component of our overall compensation program. The Board believes that our ability to grant equity-based incentive compensation under the 2020 Stock Incentive Plan enables us to meet several important objectives, including, for example, fostering an ownership mentality that aligns the interests of our management and other key personnel with those of our stockholders, and enabling us to recruit, attract, motivate, reward and retain qualified individuals whose skills, experience and efforts contribute to the success of our business and the enhancement of stockholder value. If this proposal is not approved, we will run out of shares and lose our main vehicle for providing equity-based incentive opportunities to our employees. The Board believes this would present serious challenges to our ability to attract and retain management and other key personnel and, if not addressed in other ways, would be detrimental to our business and the interests of our stockholders. Our executive officers and directors have an interest in the continuation of the 2020 Stock Incentive Plan because they are eligible for awards under the 2020 Stock Incentive Plan.

Description of 2020 Stock Incentive Plan

The following summary describes the principal features of the 2020 Stock Incentive Plan and is qualified in its entirety by reference to the full text of the plan document, which is attached hereto as Exhibit A.

Purpose

The purpose of the 2020 Stock Incentive Plan is to advance the interests of the Company and increase stockholder value by providing additional incentives to attract, retain and motivate those qualified and competent employees, directors, and consultants upon whose efforts and judgment its success is largely dependent.

 

 

 

14

Universal Health Services, Inc. 2022 Proxy Statement


Proposal No. 2

 

 

 

Eligibility

Awards may be granted pursuant to the 2020 Stock Incentive Plan to any of our present or future employees, consultants and outside directors. Actual selection of any eligible individual to receive an award pursuant to the 2020 Stock Incentive Plan is within the sole discretion of the Compensation Committee or its authorized delegate (where applicable, references herein to the Compensation Committee are inclusive of its authorized delegate). “Incentive stock options” may be granted only to employees, and all other awards may be granted to either employees, consultants or outside directors.

Types of Awards

The 2020 Stock Incentive Plan authorizes the granting of “incentive stock options” and “non-qualified stock options” to purchase shares of our common stock. The maximum number of shares of common stock available for issuance pursuant to incentive stock options granted under the 2020 Stock Incentive Plan is the same as the number of shares of common stock available for issuance under the 2020 Stock Incentive Plan. In accordance with the rules under the Internal Revenue Code of 1986, as amended, for incentive stock options, the 2020 Stock Incentive Plan provides that incentive stock options granted to any particular employee may not “vest” for more than $100,000 in fair market value of the common stock (measured on the grant date) in any calendar year. If incentive stock options granted to a participant would vest for more than $100,000 in any calendar year, then such incentive stock options will, to such extent, be treated as non-statutory stock options. Unless the context otherwise requires, the term “options” includes both incentive stock options and non-qualified stock options.

The 2020 Stock Incentive Plan also authorizes awards of restricted stock. A restricted stock award is the grant of shares of our common stock that are nontransferable and may be subject to substantial risk of forfeiture until specific conditions are met. The vesting and number of shares of a restricted stock award may be determined by the Compensation Committee. Except as otherwise provided in the agreement granting the restricted stock award, the recipient of restricted stock will have all of the rights of a stockholder, including with respect to voting rights, other than the right to receive dividends on unvested restricted stock (although the agreement granting the restricted stock award may allow for the accrual of dividend equivalents on unvested restricted stock).

The 2020 Stock Incentive Plan also authorizes the granting of stock appreciation rights, or SARs. A SAR is the right to receive payment of an amount equal to the excess of the fair market value of a share of our common stock on the date of exercise of the SAR over the grant price of the SAR (which grant price may not be less than the fair market value of a share of our common stock on the date of grant of the SAR). SARs may be granted under the 2020 Stock Incentive Plan in tandem with other awards.

The 2020 Stock Incentive Plan also authorizes awards of restricted stock units that, that once vested (based on the criteria the Compensation Committee establishes, which may be based on the passage of time or the attainment of performance-based conditions), may be settled in a number of shares of our common stock equal to the number of units earned, or in cash equal to the fair market value of the number of shares of our common stock (or a combination of stock and cash) earned in respect of the number of units earned.

The 2020 Stock Incentive Plan also authorizes awards of restricted stock units and awards intended to be performance-based awards that are payable in stock, cash, or a combination of stock and cash. Any performance-based awards granted will vest upon the achievement of performance objectives. The Compensation Committee will establish the performance measure as well as the length of the performance period.

Administration

The 2020 Stock Incentive Plan is administered by the Compensation Committee (or by the Board of Directors to the extent reserved or determined by the Board of Directors). The Compensation Committee has the authority to interpret and adopt rules and regulations for carrying out the 2020 Stock Incentive Plan. All decisions and acts of the Compensation Committee shall be final and binding on all participants under the 2020 Stock Incentive Plan.

The Compensation Committee will have the full power and authority under the 2020 Stock Incentive Plan to:

 

 

Designate participants to receive awards;

 

 

Determine the type or types of awards to be granted to each participant;

 

 

 

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Determine the number of awards to be granted and the number of shares to which an award will relate;

 

 

Determine the terms and conditions of any award, including, but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an award, based in each case on such considerations as the Compensation Committee in its sole discretion determines;

 

 

Determine whether, to what extent, and pursuant to what circumstances an award may be settled in, or the exercise price of an award may be paid in, cash, shares, other awards, or other property, or an award may be canceled, forfeited, or surrendered;

 

 

Prescribe the form of each award agreement, which need not be identical for each participant;

 

 

Decide all other matters that must be determined in connection with an award;

 

 

Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the 2020 Stock Incentive Plan;

 

 

Suspend or terminate the 2020 Stock Incentive Plan at any time provided that such suspension or termination does not impair rights and obligations under any outstanding award without written consent of the affected participant;

 

 

Interpret the terms of, and any matter arising pursuant to, the 2020 Stock Incentive Plan or any award agreement thereunder; and

 

 

Make all other decisions and determinations that may be required pursuant to the 2020 Stock Incentive Plan or as the Compensation Committee deems necessary or advisable to administer the 2020 Stock Incentive Plan.

Authorized Shares and Share Counting Method

Subject to the approval of the Amendment and Restatement of the 2020 Stock Incentive Plan at the 2022 Annual Meeting, a total of 12.1 million shares of our common stock (subject to adjustment as discussed below) may be issued under the 2020 Stock Incentive Plan. Authorized shares are counted and subject to adjustments, as described below:

 

 

Shares that are subject to stock options and SARs shall be counted as one share for every one share subject to stock options and SARs.

 

 

Shares that are subject to restricted stock awards, restricted stock unit awards, performance shares and other share-based awards shall be counted as four shares for every one share subject to such awards.

 

 

The following shares shall not be added to the number of shares authorized: shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation related to any award; shares not issued or delivered as a result of the net settlement of an outstanding stock option or SAR; and shares repurchased by us on the open market with the cash proceeds of the exercise price from stock options.

 

 

To the extent that any share-based award under the 2020 Stock Incentive Plan terminates, expires, is cancelled or is paid in cash, the available shares subject to such award shall remain available shares; shares will be added back as one share if they were subject to a stock option or a SAR and as four shares if they were subject to a restricted stock award, restricted stock unit award, performance share or other share-based award.

 

 

Substitute awards issued in connection with acquiring other companies shall neither increase nor decrease the shares authorized under the 2020 Stock Incentive Plan.

Granting of Awards

The Compensation Committee may from time to time grant awards in its discretion. In granting awards, the Compensation Committee may take into consideration the contribution the eligible person has made or may be reasonably expected to make to our success and such other factors as the Compensation Committee determines. The number of discretionary grants to be made under the 2020 Stock Incentive Plan in the future to our directors and executive officers, including our named executive officers, and the dollar values of such grants, are not determinable.

 

 

 

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Exercise Price of Options and Grant Price of SARs

The exercise price of options granted under the 2020 Stock Incentive Plan shall be any price determined by the Compensation Committee, but may not be less than the fair market value of our common stock on the date of grant. The exercise price of incentive stock options shall not be less than 110% of the fair market value on the date of grant if the optionee owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of our stock.

The grant price of SARs granted under the 2020 Stock Incentive Plan shall be determined by the Compensation Committee, and may not be less than the fair market value of our common stock on the date of grant.

Price of Restricted Stock

The price, if any, to be paid by a recipient for restricted stock awarded under the 2020 Stock Incentive Plan shall be determined by the Compensation Committee. As a condition to the grant of a restricted stock award, if required by applicable law, the Compensation Committee will require the person receiving the award to pay to us an amount equal to the par value of the restricted stock granted under the award.

Payment of Exercise Price

Unless further limited by the Compensation Committee, the exercise price of an option shall be paid solely in cash, by certified or cashier’s check, by wire transfer, by money order, by personal check, by delivery of shares of our common stock if expressly permitted by the terms of the option (including withholding of shares otherwise deliverable upon exercise of the option by “net exercise” or otherwise), by promissory note bearing interest at no less than such rate as shall then preclude the imputation of interest under the Internal Revenue Code of 1986, as amended, other property acceptable to the Committee, or by a combination of the foregoing. If the exercise price is paid in whole or in part with shares of our common stock, the value of the shares surrendered shall be their fair market value on the date surrendered.

Restrictions on Transfer of Awards

No award granted under the 2020 Stock Incentive Plan is transferable otherwise than by will or by the laws of descent and distribution. However, the Committee by express provision in the award or an amendment thereto may permit awards to be transferred (without consideration) to, exercised by and paid to certain persons or entities related to the participant, including, but not limited to, members of the participant’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the participant’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Compensation Committee, pursuant to such conditions and procedures as the Compensation Committee may establish.

During the lifetime of a participant, each award will be exercisable only by the participant or the guardian or legal representative of the participant.

Restrictions on Transfer of Restricted Stock

A participant may not sell, transfer, assign or pledge shares of restricted stock until the shares have vested. Stock certificates representing the restricted stock shall be held by us bearing a legend to restrict transfer of the certificate until the restricted stock has vested. At the time the restricted stock vests, a certificate for the vested shares will be delivered to the participant and, if the award agreement so provides, dividend equivalents accrued on the restricted stock from the date of grant.

Exercisability of Options and SARs

Each option and SAR shall become exercisable in whole or in part and cumulatively, and shall expire, according to the terms of the option or the SAR, as applicable, to the extent not inconsistent with the express provisions of the 2020 Stock Incentive Plan. In addition, in the case of the grant of an option to an officer, the Compensation Committee may provide that no shares acquired on the exercise of such option shall be transferable during such six month period following the date of grant of such option.

 

 

 

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The Compensation Committee, in its sole discretion, may accelerate the date on which all or any portion of an otherwise un-exercisable option or SAR may be exercised or a restriction will lapse.

Vesting of Restricted Stock and Restricted Stock Units

In granting restricted stock and restricted stock unit awards, the Compensation Committee, in its sole discretion, may determine the terms and conditions under which such awards shall vest.

The Compensation Committee also has the right, exercisable in its sole discretion, to accelerate the date on which restricted stock and restricted stock units may vest or otherwise waive or amend any conditions in respect of a grant of restricted stock or restricted stock units.

Dividends and Dividend Equivalents

The Compensation Committee may provide that any award (other than options and SARs) shall earn dividends or dividend equivalents (payable in cash or additional shares, or a combination of cash and shares). Notwithstanding the foregoing, dividends or dividend equivalents may not be paid with respect to any award that is subject to the achievement of performance criteria (including time-based vesting conditions), unless and until the relevant performance criteria have been satisfied. Generally, holders of restricted stock and restricted stock units receive dividend equivalents which are subject to vesting in line with the underlying award to which they relate. No dividends or dividend equivalents will be paid on options or SARs.

Minimum Vesting Requirement

A one-year minimum vesting requirement will generally apply to all awards, except for a limited carve-out with respect to awards for up to 5% of the total number of shares that are available for new awards as of the effective date of the 2020 Stock Incentive Plan. In addition, the one-year minimum vesting requirement does not apply to awards granted to non-employee directors that vest on the earlier of the one-year anniversary of the grant date and the next annual meeting of stockholders that occurs at least 50 weeks after the prior year’s annual meeting.

Terms of Performance Awards

The Compensation Committee may grant performance awards to any person who is eligible to receive an award pursuant to the 2020 Stock Incentive Plan which are conditioned on the satisfaction of performance objectives, including those comprising one or more of the performance measures under a performance-based award, as the Compensation Committee, in its sole discretion, may select.

Performance-based awards, in the sole discretion of the Compensation Committee, may be made in the form of:

 

 

Shares or unit equivalents to shares of our common stock (including, without limitation, shares of restricted stock subject to restrictions that will lapse on the basis of the satisfaction of the selected performance measure(s));

 

 

cash; or

 

 

a combination of shares of our common stock and cash.

The Compensation Committee shall establish the performance measures which will be required to be satisfied during the performance period in order to earn the amounts specified in a performance-based award, as well as the duration of any performance period, each of which may differ with respect to each covered person, or with respect to separate performance-based awards issued to the same covered person. The performance measures may be one or more (or a combination) of the following:

 

 

pre-tax income, after-tax income or adjusted net income;

 

 

earnings per share (basic or diluted), adjusted earnings per share (basic or diluted);

 

 

earnings, including one or more of operating income, earnings before or after interest, depreciation, amortization, rent (or restructuring) costs, adjusted EBITDA, adjusted EBITDAR, economic earnings, or extraordinary or special items or book value per share (which may exclude nonrecurring items);

 

 

 

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operating profit;

 

 

revenue, revenue growth or rate of revenue growth;

 

 

return on assets (gross or net), return on investment, return on capital, or return on equity;

 

 

operating expenses;

 

 

total stockholder return or stock price appreciation;

 

 

cash flow, free cash flow, cash flow return on investment (discounted or otherwise), or net cash provided by operations;

 

 

implementation or completion of critical projects or processes;

 

 

acquisition financing;

 

 

cumulative earnings per share growth;

 

 

operating margin or profit margin;

 

 

containment of our expenses;

 

 

expense targets, reductions and savings, productivity and efficiencies;

 

 

strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, employee satisfaction, human resources management, supervision of litigation and/or information technology goals, goals relating to acquisitions, divestitures, joint ventures and/or similar transactions and/or goals relating to budget comparisons;

 

 

personal professional objectives, including, without limitation, any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions;

 

 

any combination of, or a specified increase or decrease in, any of the foregoing; and

 

 

any other criteria as determined by the Committee in its sole discretion, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group or securities or stock market index.

Expiration of Options

The expiration date of an option will be determined by the Compensation Committee at the time of the grant. However, unless the terms of the option expressly provide for a different date of termination, the unexercised portion of the option shall automatically and without notice terminate and become null and void on the earlier of:

 

 

the date that holder ceases to be employed by or provide services to us, if such cessation is for “Cause,” as defined in the 2020 Stock Incentive Plan;

 

 

three months following the date on which the holder ceases to be employed by or provide services to us for any reason other than because of the holder’s death or disability or for Cause;

 

 

the first anniversary of the date on which the holder ceased to be employed by or provide services to us by reason of the holder’s death or disability; or

 

 

the fifth anniversary of the date of grant.

Change in Control

In the event of the occurrence of a “change in control” as defined in the 2020 Stock Incentive Plan, outstanding awards may be assumed by, or converted into an award with respect to shares of common stock of, the successor or acquiring company. If an outstanding award is not assumed by the successor or acquiring company, then the award (to the extent not exercised and whether or not otherwise vested) will be cancelled immediately prior to the change in control in exchange for the right to receive the product of (a) the number of shares still covered by the outstanding award multiplied by (b) the excess, if any, of the per share consideration received by our stockholders over the exercise or base price specified in the award. If the per share transaction value

 

 

 

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is not greater than the exercise or base price under the award, then the award will be cancelled for no consideration. The Board of Directors may accelerate the vesting of an outstanding award in connection with a change in control, whether or not the vesting requirements set forth in the applicable award agreement have been satisfied and whether or not the award is otherwise assumed or substituted by the successor company.

Prohibition on Repricing

Repricing of outstanding stock options or SARs and repurchases of “underwater” stock options or SARs is prohibited without stockholder approval.

Clawback / Recovery

All Awards granted under the 2020 Stock Incentive Plan will be subject to recoupment in accordance with the Company’s recoupment policy. In addition, the Compensation Committee may impose such other clawback, recovery or recoupment provisions on an award as the Compensation Committee determines necessary or appropriate in view of applicable laws, governance requirements or best practices, including, but not limited to, a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause (as determined by the Compensation Committee).

Expiration of the 2020 Stock Incentive Plan

Unless terminated sooner by the Board of Directors, the 2020 Stock Incentive Plan will terminate on May 20, 2030.

Adjustments

The 2020 Stock Incentive Plan provides for adjustments to (a) the aggregate number and kind of shares that may be issued, (b) the terms and conditions of any outstanding awards (including, any applicable performance targets or criteria with respect thereto), and (c) the grant or exercise price per share for outstanding awards, in the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of our assets to stockholders, or any other change affecting the shares or the price of the shares other than an equity restructuring.

Amendments

The Compensation Committee (with the approval of the Board of Directors) may amend or modify the 2020 Stock Incentive Plan at any time, provided that no amendment may, without the approval of our stockholders:

 

 

increase the number of shares available for issuance under the 2020 Stock Incentive Plan; or

 

 

permit the Compensation Committee to extend the exercise period for an option beyond five years from the date of grant.

Notwithstanding any provision in the 2020 Stock Incentive Plan to the contrary, absent approval of the stockholders of the Company, no option or SAR may be amended to reduce the per share exercise price of the shares subject to such option or SAR below the per share exercise price as of the date of grant and, except as otherwise permitted in the 2020 Stock Incentive Plan, (a) no option or SAR may be granted in exchange for, or in connection with, the cancellation, surrender or substitution of an option or SAR having a higher per share exercise price and (b) no option or SAR may be cancelled in exchange for, or in connection with, the payment of a cash amount or another award at a time when the option or SAR has a per share exercise price that is higher than the fair market value of a share.

In addition, in general no amendment shall adversely affect in any material way any award previously granted pursuant to the 2020 Stock Incentive Plan without the prior written consent of the participant; provided, however, that an amendment or modification that may cause an incentive stock option to become a non-qualified stock option shall not be treated as adversely affecting the rights of the participant.

 

 

 

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Federal Income Tax Consequences

Grants of Options

Under current tax laws, the grant of an option will not be a taxable event to the recipient and we will not be entitled to a deduction with respect to such grant.

Exercise of Incentive Stock Options and Subsequent Sale of Stock

An optionee will not recognize taxable income, and we will not be entitled to any deduction, upon the timely exercise of an incentive stock option if the optionee was our employee at all times from the date the option was granted to the day three months (or, in the case of an employee who is disabled within the meaning of Code Section 22(e)(3), one year) before the date of such exercise. However, the excess of the fair market value of the shares acquired at the time of exercise over the option exercise price will be includable in the employee’s “alternative minimum taxable income” and may therefore be subject to the “alternative minimum tax” imposed on such income. If the optionee holds the shares acquired for at least one year (and two years after the option was granted), gain or loss recognized on the subsequent disposition of the shares will be treated as long-term taxable capital gain or loss. If there is an earlier disposition, the optionee will recognize ordinary taxable income in the year of disposition in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the option exercise price, or (ii) if the disposition is a taxable sale or exchange, the amount of any gain recognized. Any taxable gain recognized on the disposition of the shares in excess of the amount thus taxable as ordinary income will be treated as capital gain, long-term or short-term depending on whether the shares have been held for more than one year. Upon such a disqualifying disposition, we will be entitled to a deduction at the same time and in an amount equal to the ordinary taxable income recognized by the optionee, subject to the limitations of Section 162(m) of the Internal Revenue Code (“Code Section 162(m)”).

If an optionee is not our employee at all times from the date the option was granted to the day three months (or, in the case of an employee who is disabled within the meaning of Code Section 22(e)(3), one year) before the date on which an incentive stock option is exercised, the optionee will recognize ordinary taxable income at the time of exercise equal to the excess of the then fair market value of the shares of our common stock received over the exercise price. The taxable income recognized upon exercise of the option will be treated as compensation income subject to withholding and, subject to the limitations of Code Section 162(m), we will be entitled to deduct as a compensation expense an amount equal to the ordinary income an optionee recognizes with respect to such exercise. When shares of our common stock received upon the exercise of a the option subsequently are sold or exchanged in a taxable transaction, the holder thereof generally will recognize capital gain (or loss) equal to the difference between the total amount realized and the adjusted tax basis in the shares (the exercise price plus the amount of ordinary income recognized at the time of exercise); the character of such gain or loss as long-term or short-term capital gain or loss will depend upon the holding period of the shares following exercise.

Exercise of Non-qualified Options and Subsequent Sale of Stock

Upon the exercise of a non-qualified stock option, an optionee will recognize ordinary income at the time of exercise equal to the excess of the then fair market value of the shares of our common stock received over the exercise price. The taxable income recognized upon exercise of a non-qualified stock option will be treated as compensation income subject to withholding and, subject to the limitations of Code Section 162(m), we will be entitled to deduct as a compensation expense an amount equal to the ordinary income an optionee recognizes with respect to such exercise. When shares of our common stock received upon the exercise of a non-qualified stock option subsequently are sold or exchanged in a taxable transaction, the holder thereof generally will recognize capital gain (or loss) equal to the difference between the total amount realized and the adjusted tax basis in the shares (the exercise price plus the amount of ordinary income recognized at the time of exercise); the character of such gain or loss as long-term or short-term capital gain or loss will depend upon the holding period of the shares following exercise. Special tax rules apply when all or a portion of the exercise price of a non-qualified stock option is paid by the delivery of already owned shares.

Restricted Stock

Except as noted below, a recipient of restricted stock normally will not recognize taxable income upon an award of restricted stock, and we will not be entitled to a deduction, until the termination of the restrictions. Upon such termination, the holder will recognize

 

 

 

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ordinary taxable income in an amount equal to the fair market value of the shares at that time and we will be entitled to a deduction in the same amount and at the same time, subject to the limitations of Code Section 162(m).

However, a holder of restricted stock may elect under Code Section 83(b) (within 30 days following receipt of the stock) to recognize ordinary taxable income in the year the restricted stock is awarded in an amount equal to their fair market value at the time received, determined without regard to the restrictions. In this event, we will be entitled to a deduction in such year in the same amount, subject to the limitations of Code Section 162(m), and any gain or loss recognized by the holder upon subsequent disposition of the shares will be capital gain or loss. If the shares are forfeited pursuant to the restrictions, no deduction will be allowed in respect of the amount previously includable in taxable income because of the election.

The tax basis of restricted stock will be equal to its fair market value at the time the restrictions terminate, and its holding period will begin at that time, except that, if an election is made under Code Section 83(b), then the holding period of the restricted stock will begin at the time received and its tax basis will be equal to its fair market value at that time, determined without regard to the restrictions. Notwithstanding an election under Code Section 83(b), dividends and/or dividend equivalents, and any interest thereon, on restricted stock for which the election has been made will not be includable in the holder’s taxable income until paid to the holder.

Stock Appreciation Rights (SARs)

The grant of either a tandem SAR or a freestanding SAR will not result in any immediate tax consequences to us or the grantee. Upon the exercise of either a tandem SAR or a freestanding SAR, the grantee will recognize ordinary taxable income in an amount equal to any cash received and the fair market value on the exercise date of any shares received. We will be entitled to a deduction in the same amount and at the same time, subject to the limitations of Code Section 162(m).

The grant of stock appreciation rights with respect to a previously granted incentive stock option may constitute a “modification” of the related option. In this event, the option will be treated as having been granted at the time the stock appreciation rights were granted, with the result that the option could not qualify as an incentive stock option if the market price of the stock at that time were greater than the option price.

Restricted Stock Units

The grant of a restricted stock unit will not result in any immediate tax consequences to us or the recipient. When a restricted stock unit is paid out, the recipient will recognize ordinary taxable income in an amount equal to the fair market value of the shares received at that time. We will be entitled to a deduction in the same amount and at the same time, subject to the limitations of Code Section 162(m).

Performance Shares and Performance Units

The grant of a performance share or a performance unit will not result in any immediate tax consequences to us or the recipient. When a performance share or a performance unit is paid out, the recipient will recognize ordinary taxable income in an amount equal to any cash and the fair market value of any shares received at that time. We will be entitled to a deduction in the same amount and at the same time, subject to the limitations of Code Section 162(m).

Payouts of Performance Compensation Awards

The designation of an award of restricted stock or the grant of a restricted stock unit, performance share, or performance unit as a performance compensation award will not change the tax treatment described above to an employee who receives such an award or grant

Dividend Equivalents

Dividend equivalents generally will be taxed at ordinary income rates when paid. In most instances, they will be treated as additional compensation that we will be able to deduct at that time. subject to the limitations of Code Section 162(m).

 

 

 

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Section 409A of the Internal Revenue Code

If an award is subject to Section 409A of the Internal Revenue Code (which relates to nonqualified deferred compensation arrangements) (“Code Section 409A”), and if the requirements of Code Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties to the participants. It is anticipated that all awards made in compliance with the terms of the 2020 Stock Incentive Plan will be exempt from the application of Code Section 409A or will comply with the requirements of Code Section 409A in order to avoid such early taxation and additional taxes and penalties.

The foregoing does not purport to be a complete description of the federal income tax aspects of the benefits under the 2020 Stock Incentive Plan and does not consider the effect of any state or foreign laws, or potential changes to the applicable tax laws. Employees should consult their tax advisors on any questions they may have.

New Plan Benefits

Awards under the 2020 Stock Incentive Plan are made by the Compensation Committee in its sole discretion and therefore cannot be determined in advance.

Vote Required

The affirmative vote of the holders of a majority of the Common Stock votes present in person or represented by proxy and entitled to vote on the matter is required for the approval of the Amendment and Restatement of the Universal Health Services, Inc. 2020 Omnibus Stock and Incentive Plan. Abstentions from voting on this proposal will have the practical effect of a vote against this proposal because an abstention results in one less vote for the proposal. Broker non-votes will have no effect on the outcome of this proposal.

 

THE BOARD OF DIRECTORS DEEMS “PROPOSAL NO. 2—APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE UNIVERSAL HEALTH SERVICES, INC. 2020 OMNIBUS STOCK AND INCENTIVE PLAN”—TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE “FOR” APPROVAL THEREOF.

 

 

 

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PROPOSAL NO. 3

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Audit Committee of the Board has selected, and as a matter of good corporate governance, is requesting the ratification by the stockholders of the selection of PricewaterhouseCoopers LLP to serve as our independent registered public accountants for the year ending December 31, 2022. PricewaterhouseCoopers LLP has served as our independent registered public accountants since 2007. If a favorable vote is not obtained, the Audit Committee may reconsider the selection of PricewaterhouseCoopers LLP. Even if the selection is ratified, the Audit Committee, in its discretion, may select different independent auditors if it subsequently determines that such a change would be in the best interest of the Company and its stockholders.

PricewaterhouseCoopers LLP representatives will attend the Annual Meeting and respond to questions where appropriate. Such representatives may make a statement at the Annual Meeting should they so desire.

Vote Required

Ratification of the selection of the independent registered public accountants by the stockholders requires that affirmative “FOR” vote of the holders of a majority of the Class A, Class B, Class C and Class D Common Stock votes present in person or represented by proxy and entitled to vote on the matter. Unless marked to the contrary, proxies will be voted FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accountants.

 

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF

THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.

 

 

 

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PROPOSAL NO. 4

STOCKHOLDER PROPOSAL TO ADOPT MAJORITY VOTE STANDARD IN DIRECTOR ELECTIONS

We have been notified that the North Atlantic States Carpenters Pension Fund (“Fund”) intends to present a non-binding proposal for consideration at the Annual Meeting. The Fund is the beneficial owner of 1,800 shares of the Company’s common stock. The stockholders making this proposal have provided the proposal and supporting statement, which is set forth below.

The Board of Directors opposes the following Proposal for the reasons stated after the proposal.

The stockholder’s proposal follows:

MAJORITY VOTE STANDARD IN DIRECTOR ELECTIONS

RESOLVED: Shareholders of Universal Health Services, Inc. (“Company”) hereby request that the Board of Directors initiate the appropriate process to amend the Company’s corporate governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats.

SUPPORTING STATEMENT

Corporate shareholders most important board accountability right is their right to vote in director elections. The use of a plurality vote standard in the common uncontested director elections renders these voting rights meaningless. The Universal Health Services, Inc. Board of Directors (“Board”) has not established a majority vote standard, choosing rather to retain a plurality vote standard for all director elections. Under the Company’s current plurality standard, a board nominee can be elected with as little as a single affirmative vote, even if a nominee receives a substantial majority of so-called “withhold” votes.

The Board must establish a majority vote election standard to afford shareholders a meaningful role in director elections. The broadly adopted majority vote standard is a “majority of votes cast” standard that requires a director nominee to receive more “For” votes than “Against” votes to be elected or re-elected. The proposed majority vote standard is particularly well-suited for the common “uncontested” director elections in which the number of board nominees does not exceed the number of available board seats. Nearly all corporate elections are “uncontested,” and the use of a majority vote standard makes these elections meaningful governance events.

Presently, well over 90% of the companies in the S&P 500 Index and thousands of small and mid-cap companies have adopted a majority vote director election standard in their formal governance documents. Generally, these companies also have adopted director resignation policies to determine the continuing board status of any director nominee that is not elected but continues as a “holdover” director under state corporate law. The Board should take the important first step of establishing a meaningful majority vote standard and then act to adopt a director resignation review process bylaw. The Company’s current director resignation guideline used in conjunction with the plurality vote standard is wholly inadequate. We urge the Board to join the mainstream of major U.S. companies and establish a majority vote standard in director elections.

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


Proposal No. 4

 

 

 

UHS STATEMENT IN OPPOSITION TO STOCKHOLDER PROPOSAL

We oppose the proposal because it is not in the best interest of UHS or our stockholders.

The Board of Directors has carefully considered the proposal seeking to elect directors by the affirmative vote of the majority of votes cast, rather than by the current standard calling for a plurality of the votes cast by stockholders. The Board of Directors opposes the proposal because it is not in the long-term interests of the Company or its stockholders. To the contrary, the Board of Directors strongly believes that our current method of plurality voting continues to be in the best interests of the Company and its stockholders.

We have implemented a number of practices and policies to promote independent leadership in the boardroom and the protection of stockholder rights. The Board of Directors is currently comprised of seven members, and is divided into three classes, with members of each class serving for a three-year term. Under our Restated Certificate of Incorporation, holders of shares of our outstanding Class B and Class D Common Stock (voting together as a single class) are entitled to elect 20% (but not less than one) of the directors, currently two directors, one in Class II and one in Class III, and the holders of Class A and Class C Common Stock (voting together as a single class) are entitled to elect the remaining five directors, three in Class I, one in Class II, and one in Class III. At each Annual Meeting of Stockholders, directors are chosen to succeed those in the class whose term expires at such Annual Meeting and, in the case of this Annual Meeting, directors will be elected as Class I directors. Currently, our directors are elected using a plurality voting standard.

With respect to the directors who are to be elected by the holders of Class B and Class D Common Stock of the Company in accordance with our Restated Certificate of Incorporation, the Nominating & Governance Committee is tasked with evaluating and recommending Class B and D director nominees recommended by stockholders for election to our Board of Directors. As part of the process, the Nominating & Governance Committee reviews and considers, among other factors, the following minimum qualifications: the individual’s integrity, experience, education, expertise, independence and any other factors that the Board of Directors and the Nominating & Governance Committee deem would enhance the effectiveness of the Board of Directors and our governance. The Nominating & Governance Committee seeks persons who have achieved prominence in their fields and who possess significant experience in areas of importance to the Company. Additionally, strong analytical skills, independence, engagement, forthrightness and integrity are desired characteristics that the Nominating & Governance Committee seeks in potential candidates. Also, the Board of Directors believes that it is essential that its members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds, including diversity of gender and race that, when considered as a group, provide a sufficient mix of perspectives to allow the Board of Directors to best fulfill its responsibilities to the long-term interests of our stockholders. Currently, our Board of Directors is comprised of such qualified members with diverse viewpoints, including two female directors. Stockholders can currently express dissatisfaction with an incumbent director’s performance by withholding their vote. In addition, stockholders are also empowered to nominate or recommend candidates for elections to our Board if they are truly dissatisfied with incumbent directors.

Under the Delaware General Corporation Law, plurality, rather than majority, voting is the default standard for director elections. Plurality voting protects the Company from “failed elections”, which are elections in which a director is not chosen, resulting in a vacancy on the board. The Board of Directors believes that the current plurality voting standard ensures that we avoid such failed elections and any resulting uncertainty or risk to our director election process or corporate governance policies. Failure to adopt majority election of directors also has no effect on the right of stockholders to express disapproval of actions of the Board of Directors. The “withhold” vote is a well-established means of registering dissatisfaction, and there is no question that a substantial withhold vote would send a message and cause our Board of Directors to examine the reasons for the dissatisfaction. A failed election would either result in the existing director continuing to serve as a holdover director or create a vacancy for the Board of Directors to fill. Similarly, the majority vote standard in director elections standard could leave the Board of Directors with an insufficient number of directors to conduct business or perform its duties. We don’t believe such a result furthers stockholder democracy. By contrast, the plurality voting standard promotes stability in our governance processes by ensuring that a full slate of directors is elected at each annual meeting of stockholders

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


Proposal No. 4

 

 

 

The Board of Directors is concerned that the majority-vote requirement contemplated by the Proposal would significantly increase the influence of stockholder advisory firms and certain activist stockholders or special interest groups, whose interests and agenda may differ from those of our stockholders generally. Under majority election, because of the increased threat of one or more directors not being reelected in an uncontested election, the Board of Directors may be forced either to follow the dictates of special interest groups, or to engage in expensive and distracting solicitation campaigns at each annual meeting for matters that generally are only peripherally related to the best interests of the Company and its stockholders. This situation is exacerbated by the failure of many retail holders to return voting instructions, and the Company’s inability to contact many of such holders directly, the elimination of broker voting for directors and the routine delegation by many institutional holders of their voting decisions to proxy advisory firms, without considering the merits of the matter at issue or the impact of following the recommendation. Our Board of Directors believes that they are better informed to respond to stockholder concerns than others that may have special interests. Consequently, our Board of Directors believe it is their duty to retain as much flexibility to consider and negotiate these matters for the best interests of the Company and all of its stockholders rather than effectively abdicate these duties to influential special interests.

Other than Mr. Alan B. Miller, our former Chief Executive Officer, and Mr. Marc D,. Miller, our current Chief Executive Officer, all members of the Board of Directors have relatively short tenure as directors (all were elected after 2011, including two who were elected in 2018 and one who was elected in 2020), and having a majority vote standard in director elections standard will increase the risk for “failed elections” and instability in our governance processes due to having potentially ever-changing members of the Board of Directors in future. Our current plurality voting standard promotes stability in our governance processes by ensuring that a full slate of directors is elected at each Annual Meeting of Stockholders.

Adopting a majority vote standard in director elections could also have unforeseen consequences, such as an inability to comply with NYSE listing requirements or other applicable laws and regulations. This includes listing standards or rules related to director independence, board committee composition and the maintenance of an audit committee financial expert. We note that as a “controlled company” for purposes of NYSE Listed Company Manual Section 303A.00, we are not required to have a majority of independent directors and we are exempt from the NYSE’s requirements relating to compensation committees and nominating/corporate governance committees. However, the Company has a majority of independent directors on our Board of Directors and all independent directors serving on our Compensation Committee and Nominating & Governance Committee as well as our Audit Committee and Quality and Compliance Committee. We believe that our Board and committee structure provides independence and good corporate governance practices, and the current plurality voting standard preserves our ability to manage the Company in the best interests of all our stockholders.

Our Board of Directors believes that the current nominating and voting procedures for election to our Board of Directors, as opposed to a mandated majority vote standard in director elections, provide the Board of Directors with the flexibility to appropriately respond to stockholder interests without the risk of potential corporate governance complications arising from failed elections. Overall, the Board of Directors believes that these practices and policies ensure that the Company’s directors are highly qualified and have a broad range of company and industry knowledge, viewpoints and experiences. Accordingly, our Board of Directors has concluded that the proposal is not in the best interests of the Company and our stockholders and recommends that stockholders vote AGAINST the proposal.

Required Vote

The affirmative vote of the holders of a majority of the Common Stock votes present in person or represented by proxy and entitled to vote on the matter is required for the approval of the stockholder proposal. Abstentions from voting on this proposal will have the practical effect of a vote against this proposal because an abstention results in one less vote for the proposal. Broker non-votes will have no effect on the outcome of the vote.

 

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL REGARDING A MAJORITY VOTE STANDARD IN DIRECTOR ELECTIONS DESCRIBED IN PROPOSAL NO. 4.

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis describes the 2022 compensation program for our named executive officers. For 2022, our named executive officers were:

 

 

Marc D. Miller

Chief Executive Officer, President and Director

  

Alan B. Miller

Executive Chairman of the Board and Founder

 

Steve G. Filton

Executive Vice President,
Chief Financial Officer and Secretary

  

Marvin G. Pember

Executive Vice President,
President of Acute Care Division

  

Matthew J. Peterson

Executive Vice President,
President of Behavior Health Division

Table of Contents

Compensation Discussion and Analysis      28  

Our 2021 Performance and Highlights

     28  

Our Executive Officers

     30  

Compensation Philosophy and Objectives

     33  

Compensation Setting Process

     33  

Elements of Compensation

     34  

Compensation Peer Group

     34  

Annual Base Salary

     34  

Annual Cash Incentives

     35  

Long-Term Incentives

     38  

Deferred Compensation

     41  

Retirement Benefits

     41  

Benefits

     42  

Tax Considerations

     43  

Summary

     44  
Compensation Committee Report      44  
Compensation Committee Interlocks and Insider Participation      44  

Our 2021 Performance and Highlights

 

 

The impact of the COVID-19 pandemic, which began during the second half of March, 2020, has had a material effect on our operations and financial results since that time. The COVID-19 vaccination process commenced during the first quarter of 2021. Since that time through the second quarter of 2021, we had generally experienced a decline in COVID-19 patients as well as a corresponding recovery in non-COVID patient activity. However, during the third and fourth quarters of 2021, and continuing into the first quarter of 2022, our facilities generally experienced an increase in COVID-19 patients resulting from the Delta and, more recently, the highly transmissible Omicron variants. Booster doses for COVID-19 vaccinations began during the third quarter of 2021, and while we expect the administration of vaccines booster doses will assist in easing the number of COVID-19 patients, the pace at which this is likely to occur is very difficult to predict.

 

 

 

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Since future patient volumes and severity of COVID-19 patients remain highly uncertain and subject to change, including potential increases in future COVID-19 patient volumes caused by new variants of the virus, as well as related pressures on staffing and wage rates and the strained supply environment, we are not able to fully quantify the impact that these factors will have on our future financial results. However, developments related to the COVID-19 pandemic could materially affect our financial performance during 2022. Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts on our financial condition and our results of operations as a result of its macroeconomic impact, and many of our known risks described in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2021.

 

 

During 2021, we received approximately $189 million of additional funds from the federal government in connection with the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), substantially all of which were received during the first quarter of 2021. During the second quarter of 2021, we returned the $189 million to the appropriate government agencies. Therefore, our results of operations for the twelve-month period ended December 31, 2021 include no impact from the receipt of those funds. Also, in March of 2021 we made an early repayment of $695 million of funds received during 2020 pursuant to the Medicare Accelerated and Advance Payment Program. During 2020, our results of operations included approximately $413 million of CARES Act and other grant income revenues, approximately $316 million of which were attributable to our acute care services and $97 million of which were attributable to our behavioral health care services.

 

 

During 2021, our adjusted net income attributable to UHS (see footnote A. below) was $991.7 million, or $11.82 per diluted share, as compared to $954.7 million, or $11.12 per diluted share, during 2020.

 

 

Our net revenues increased 9.4% to $12.64 billion during 2021 as compared to $11.56 billion during 2020.

 

 

Net revenues generated from our acute care services, on a same facility basis, increased 11.6% during 2021, as compared to 2020. During 2021, adjusted admissions (adjusted for outpatient activity) at our acute care hospitals, on a same facility basis, increased 7.7% and adjusted patient days increased 8.6%, as compared to 2020.

 

 

Net revenues generated from our behavioral health care services, on a same facility basis, increased 5.4% during 2021, as compared to 2020. During 2021, adjusted admissions at our behavioral health care hospitals, on a same facility basis, increased 1.6% and adjusted patient days increased 0.4%, as compared to 2020.

 

 

We invested more than $626 million in our acute care division, and approximately $224 million in our behavioral health care division, to construct, expand, equip and improve our facilities.

 

 

In February, 2022, our Board of Directors authorized a $1.4 billion increase to our stock repurchase program. During 2021, pursuant to previous share repurchase authorizations, including a $1.0 billion increase to the program approved by our Board of Directors in July, 2021, we repurchased approximately 8.41 million shares at an aggregate cost of approximately $1.20 billion, or approximately $143 per share.

 

 

Over the past few years, we have implemented various changes to our long-term incentive program for our named executive officers including the following:

 

   

In March of 2022, we began awarding 50% of the long-term equity awards to our named executive officers in the form of performance based restricted stock units.

 

   

Previously, in March of 2021 and 2020, 50% of the long-term equity awards to our named executive consisted of performance stock options with a premium exercise price.

 

A.

Adjusted net income and adjusted net income per diluted share for 2021 and 2020 were publicly disclosed and reconciled to our reported results for each year on the Schedule of Non-GAAP Supplemental Consolidated Statements of Income Information, included with our earnings for the years ended December 31, 2021 and 2020, as filed on Form 8-K on February 24, 2022. Annex A contains a reconciliation of these non-GAAP financial measures to financial measurements determined in accordance with GAAP.

The following are a few of the quality and patient care highlights achieved in 2021:

Acute Care Services:

 

 

The Leapfrog Group evaluates hospitals efforts in protecting patients from harm and meeting national safety standards. Eleven of our acute care hospitals were awarded an “A” or “B” grade in the fall 2021 Leapfrog Hospital safety grades.

 

 

 

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The Leapfrog Group named Lakewood Ranch Medical Center a Top General Hospital (our facility was 1 of only 46 hospitals to receive the designation), and named Henderson Hospital a Top Teaching Hospital for the second consecutive year (our facility was 1 of only 72 teaching hospitals to receive the designation).

 

 

In 2021, the Centers for Medicare and Medicaid Services designated Lakewood Ranch Medical Center, Saint Mary’s Regional Medical Center and Doctor’s Hospital of Laredo with the Five-Star Overall Rating, the highest rating which is earned by less than 14% of hospitals nationwide.

 

 

Corona Regional Medical Center, Lakewood Ranch Medical Center and South Texas Health System-Edinburg Regional Medical Center/Children’s Hospital were named to Newsweek’s Best Maternity Hospitals list in 2021. The news magazine partnered with The Leapfrog Group to determine the facilities that meet Leapfrog’s high standards for safety and quality for maternity care.

 

 

U.S. News & World Report recognized South Texas Health System-Edinburg Regional Medical Center/Children’s Hospital, Texoma Medical Center and The George Washington University Hospital for achieving “high performing” status in at least five specialty care areas, including, but not limited to, heart attack, heart failure, kidney failure, and stroke.

 

 

UHS was named the #1 Healthcare System in the U.S. for our acute care hospital overall online reputation score by Reputiation.com in its January, 2021 report. Our acute care hospitals rate on average 4.2 out of 5.0 stars, accumulated collectively over approximately 11,000 individual reviews during the year.

 

 

The Hospital Readmission Reduction Program (“HRRP”) encourages hospitals to improve communication and care coordination to better engage patients and caregivers in discharge plans and, in turn, reduce avoidable readmissions. For 2021, the aggregate average score for our acute care hospitals (15.5) compared favorably to the national average HRRP score for all payers (11.125) as well as for the Medicare population (11.985).

 

 

Risk-adjusted observed to expected mortality (“O:E Ratio”) is another commonly used method to assess acute care quality (an O:E Ratio of 1.0 represents the average mortality rate; less than 1.0 represents a better-than-expected mortality rate). Our acute care hospitals’ 2021 O:E Ratio of 0.8835 compared favorably to the expected O:E Ratio.

 

 

Our acute care hospitals delivered nearly $2.0 billion in uncompensated care.

Behavioral Health Care Services:

 

 

The Centers for Medicare and Medicaid Services’ inpatient psychiatric facility quality reporting measures compare our behavioral health care facilities to approximately 1,600 providers in the U.S. Our 2020 behavioral health results exceed the average of the group in 9 out of 14 indicators.

 

 

In 2021, patients in our behavioral health care facilities rated their overall care, on average, as 4.4 out of 5 in our patient satisfaction surveys. More than 91% indicated they felt better following care at one of our facilities; and 89% of our patients indicated that their treatment goals were met.

 

 

As indicated by our referral source satisfaction survey, 83% of our referral sources consider our behavioral health care facilities as their provider of choice while scoring a 4 out of 5.

 

 

In 2020, our behavioral health care facilities began obtaining “net promoter scores” which are utilized by approximately two-thirds of Fortune 1000 companies to gauge customer loyalty. In 2021, the average aggregate score for our behavioral health care facilities was 37.1 which is considered very good by industry standards.

Our Executive Officers

Marc D. Miller – Chief Executive Officer, President and Director: Mr. Marc D. Miller was appointed Chief Executive Officer and President effective January 1, 2021. He has served as President since May, 2009 and prior thereto served as Senior Vice President and co-head of our Acute Care Hospitals since 2007. He was elected a Director in May, 2006 and Vice President in 2005. He has served in various capacities related to our acute care division since 2000. He was elected to the Board of Trustees of Universal Health Realty Income Trust in December, 2008. He also serves as a member of the Board of Directors of Premier, Inc., a publicly traded healthcare performance improvement alliance.

Alan B. Miller – Executive Chairman of the Board and Founder: Mr. Alan B. Miller was appointed Executive Chairman of the Board effective January 1, 2021. He had been Chairman of the Board and Chief Executive Officer since our inception in 1978 and

 

 

 

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Executive Compensation

 

 

 

also served as President from inception until 2009. Prior thereto, he was President, Chairman of the Board and Chief Executive Officer of American Medicorp, Inc. He currently serves as Chairman of the Board, Chief Executive Officer and President of Universal Health Realty Income Trust.

Steve G. Filton – Executive Vice President, Chief Financial Officer and Secretary: Mr. Filton was elected Executive Vice President in 2017 and continues to serve as Chief Financial Officer since his appointment in 2003. He has also served as Secretary since 1999. He had served as Senior Vice President since 2003, as Vice President and Controller since 1991, and as Director of Corporate Accounting since 1985.

Marvin G. Pember – Executive Vice President, President of Acute Care Division: Mr. Pember was elected Executive Vice President in 2017 and continues to serve as President of our Acute Care Division since commencement of his employment with us in 2011. He had served as Senior Vice President since 2011. He was formerly employed for 12 years at Indiana University Health, Inc. (formerly known as Clarian Health Partners, Inc.), a nonprofit hospital system that operates multiple facilities in Indiana, where he served as Executive Vice President and Chief Financial Officer.

Matthew J. Peterson – Executive Vice President, President of Behavioral Health Division: Mr. Peterson’s employment with us commenced in September, 2019 as Executive Vice President and President of our Behavioral Health Division. He was formerly employed at UnitedHealth Group for 11 years serving in various capacities including Chief Operating Officer for OptumGovernment, a health services and technology company, as well as various other Senior Vice President/Vice President roles. In addition to his civilian business career, Mr. Peterson has served for nearly 32 years as a member of the United States Military, currently as a Colonel and healthcare executive/global health in the Air National Guard.

Summary of Changes Implemented in 2022 to Executive Officer Compensation

On March 23, 2022, our Compensation Committee of the Board of Directors (the “Compensation Committee”) approved changes to various elements of compensation for our Chief Executive Officer (“CEO”) and certain of our other named executive officers (“NEOs”).

Below is a general summary of those changes, as compared to 2021:

 

 

Decrease in the weighting of long-term incentives (“LTI”), with accompanying increase in weighting of cash incentives.

 

 

No significant changes in target compensation levels (i.e., changes generally consist of shifts in mix of pay, not pay amounts).

 

 

Continued commitment to significant at-risk, performance-based CEO and NEO compensation programs.

After reviewing market data prepared by FW Cook, a third-party executive compensation consultant, the Compensation Committee determined that the target pay mix for our CEO and certain of our other NEOs could be more closely aligned with the comparable target pay mix at our peer group companies. For example, in 2021, our CEO received 82% of target total direct compensation (“TDC”) in the form of long-term incentives whereas LTI of peer group CEOs accounted for 66% of target TDC. Certain of our other NEOs (on average) received approximately 75% of target TDC in the form of long-term incentives whereas LTI of comparable peer company NEOs (on average) accounted for 56% of target TDC. Conversely, the weighting of annual cash incentives was below that of our peer group.

Due to the differences between our target pay mix and that of our peer group, our Compensation Committee determined that decreases in the weighting of LTI, and accompanying increases in cash incentive pay mix, were warranted for our CEO and certain of our other NEOs. Adjustments to base salaries were also warranted to further align the elements of our executive compensation to the pay mix of our peer group companies.

Commencing in March of 2022, each NEO began receiving their stock-based compensation as fixed dollar awards rather than awards that were denominated in a fixed number of shares. In addition, changes were also implemented in connection with the form of stock-based compensation awards made to our CEO and other NEOs to further align with peer group long-term incentive mix. In March of 2022, our CEO and NEOs each received: (i) 50% of their annual target stock-based compensation awards in the form of options to purchase shares of our Class B Common Stock at the grant date market value, and; (ii) 50% of their annual

 

 

 

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Executive Compensation

 

 

 

target stock-based compensation awards in the form of performance-based restricted stock units that will be earned based on the cumulative three-year growth in our earnings before interest, taxes, depreciation & amortization, the impacts of other income/expense and net income attributable to noncontrolling interests, as compared to a range of pre-established three-year growth thresholds. Previously, in 2021, the annual stock-based compensation awards to our CEO and NEOs consisted of: (i) 50% of the target awards were made in the form of options to purchase shares of our Class B Common Stock at the grant date market value, and; (ii) 50% of the target awards were made in the form of option to purchase shares of our Class B Common Stock at 110% of the grant date market value.

The base salary changes will be retroactively applied in 2022 to correspond to each individual’s historical annual merit increase date which is January 1st for Mr. Marc Miller and March 1st for each of Messrs. Filton, Pember and Peterson.

The cash incentives values reflected below for 2022 were computed at the target bonus awards for each individual, which as a percentage of their base salary, after giving effect to the changes implemented in 2022, amounted to 150% for Mr. Marc Miller and 100% for each of Messrs. Filton, Pember and Peterson. The cash incentives values reflected below for 2021 were computed at the target bonus awards for each individual, which as a percentage of their base salary, before giving effect to the changes implemented in 2022, amounted to 100% for Mr. Marc Miller, 50% for Mr. Filton and 31% for each of Messrs. Pember and Peterson.

As compared to 2021, below is a summary of the primary elements of compensation for our CEO and certain other NEOs, other than our Executive Chairman, Mr. Alan Miller, after giving effect to the changes implemented in 2022.

 

($000s)                            

Compensation Elements

 

   M. Miller
(Pres. & CEO)
     S. Filton
(EVP & CFO)
     M. Pember
(EVP & Pres.-
Acute Care)
     M. Peterson 
(EVP & Pres.- 
Behavioral 
Health) 
 
   2021      2022      2021      2022      2021      2022      2021      2022  

Base Salary

   $ 1,100      $ 1,300      $ 719      $ 800      $ 740      $ 800      $ 626      $ 675   

Cash Incentives

   $ 1,100      $ 1,950      $ 360      $ 800      $ 231      $ 800      $ 196      $ 675   

Equity Comp

   $ 10,105      $ 9,508      $ 3,169      $ 2,420      $ 3,181      $ 2,305      $ 2,724      $ 1,988   

Total Direct Comp

   $ 12,305      $ 12,758      $ 4,248      $ 4,020      $ 4,152      $ 3,905      $ 3,546      $ 3,338   

 

 

LOGO

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


Executive Compensation

 

 

 

We believe the changes to the elements of compensation for each of our NEOs, as outlined above, continue to preserve significant reliance on at-risk, performance-based compensation for our CEO and other NEOs. After giving effect to the changes in the elements of compensation during 2022, as reflected above, approximately 90% of the target pay for our CEO, and approximately 80% of the target pay for our other NEOs’, is comprised of performance-based incentive compensation.

Mr. Alan Miller, our Executive Chairman, receives compensation pursuant to his employment agreement which provides for a base salary of $1.0 million in 2022 (unchanged from 2021), a discretionary cash bonus which was $1.0 million for 2021, and discretionary LTIP awards which had grant date market values of approximately $5.0 million in 2022 and $10.1 million in 2021. Mr. Alan Miller’s LTIP awards in each of 2022 and 2021 were consistent with the form of the stock-based awards made to our CEO and other NEOs during each year, as discussed above.    

Compensation Philosophy and Objectives

Our compensation philosophy of aligning pay strongly with performance is grounded in best practices that are regulatory compliant, financially sound and provide long-term value to stockholders. Specifically, we:

 

 

Review peer group market data on an annual basis;

 

 

Discuss financial and operational performance rigorously in determining any base salary and incentive decisions;

 

 

Enforce maximums on incentive payments to limit undue risk;

 

 

Evaluate our compensation practices on an annual basis;

 

 

Retain an independent, outside consultant;

 

 

Do not provide plans generally outside of current market practices, and;

 

 

Do not offer excessive perquisites to our executives.

In designing our compensation programs for our named executive officers, we follow our belief that compensation should reflect the value created for stockholders while supporting our strategic business goals. In doing so, our compensation programs reflect the following objectives:

 

 

Compensation should encourage increases in stockholder value;

 

 

Compensation programs should support our short-term and long-term strategic business goals and objectives;

 

 

Compensation programs should reflect and promote our core values set forth in our mission statement, which includes commitment to excellence, high ethical standards, teamwork and innovation;

 

 

Compensation should reward individuals for outstanding performance and contributions toward business goals, and;

 

 

Compensation programs should enable us to attract, retain and motivate highly qualified professionals.

These objectives govern the decisions that the Compensation Committee and management of the Company make with respect to the amount and type of compensation payable to our named executive officers. The Compensation Committee believes that linking executive compensation to corporate performance results in a strong alignment of compensation with corporate business goals and stockholder value. This belief has been adhered to through the use of incentive pay programs that provide competitive compensation for achieving superior performance and creating value for stockholders. Executives are rewarded commensurately for the achievement of specified business goals and performance objectives, which may increase the value of our stock. Our compensation programs are reviewed annually to ensure that these objectives continue to be met.

Compensation Setting Process

In late 2020, we retained the services of FW Cook to provide data from our established peer group in addition to competitive market data for the Board to consider for changes during Alan Miller’s transition to Executive Chairman and Marc Miller’s move to Chief Executive Officer and President. Discussion and guidance were used to determine appropriate base pay, short- and long-term compensation components for their updated employment contracts.

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


Executive Compensation

 

 

 

In 2021, we retained the services of FW Cook to conduct a full comprehensive review of total direct compensation (base, incentive and equity) for our named executives and market analysis of Board of Director fee and equity award structure. Information was reviewed from two reference points: UHS peer group established and detailed in our 2020 proxy and a secondary reference of size-adjusted (by revenues) data from the broader general industry. Data for the peer reference were drawn from publicly filed proxies. FW Cook’s advice and analysis were used to make decisions on an updated remix of all direct compensation elements, as discussed above. As discussed in “Director Compensation” below, compensation practices for our Board of Directors were modified as well to reflect current peer and market practices.

Elements of Compensation

Our executive compensation is based on six primary components, each of which is intended to serve the overall compensation objectives. These components include:

 

 

annual base salary;

 

 

annual cash incentive;

 

 

long-term incentive awards, and;

 

 

deferred compensation, retirement benefits and other benefits, including perquisites.

Compensation Peer Group

 

 

Acadia Healthcare Company, Inc.

 

 

Brookdale Senior Living, Inc.

 

 

Community Health Systems, Inc.

 

 

DaVita, Inc.

 

 

Encompass Health Corporation

 

 

Genesis Healthcare, Inc.

 

 

HCA Healthcare, Inc.

 

 

Henry Schein, Inc.

 

 

Laboratory Corporation of America Holdings

 

 

Molina Healthcare, Inc.

 

 

Quest Diagnostics Incorporated

 

 

Select Medical Holdings Corporation

 

 

Tenet Healthcare Corporation

Annual Base Salary

Our annual base salary levels are intended to be consistent with competitive pay practices and level of responsibility, with salary increases reflecting competitive trends, our overall financial performance, the performance of each individual executive and general economic conditions.

In establishing the base salary for our named executive officers, various criteria are reviewed including the following:

 

 

the executive officer’s achievements, performance in his or her position with us, taking into account the tenure of service, the complexity of the position and current job responsibilities;

 

 

company financial performance, and;

 

 

salaries of similar positions in our peer competitor companies and general industry comparisons.

 

 

 

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We believe these peer companies, which are indicated above, are comparable peer companies based upon the median revenues of this peer group, which were approximately $12.4 billion in 2021, as compared to our 2021 revenues of approximately $12.6 billion.

For 2021, for our other named executive officers (excluding Mr. Alan Miller), we targeted the median (50th percentile) base salary paid by the peer companies (listed above), along with the median of broader general industry data, to establish our base market rate. We generally consider our base salaries to be competitive if they are approximately within a 15% range of the median market rate. For 2021, Mr. Marc Miller, Mr. Filton and Mr. Peterson’s salaries were within 15% of the data (as assessed relative to our peer and general industry groups). Mr. Pember’s salary was within 20%. However, actual base salaries are not dictated solely by the median market rate. We also take into account an individual’s expertise, tenure in the position, responsibilities and achievements.

Annual Cash Incentives

Cash incentives for our named executive officers are awarded under the Executive Incentive Plan. A new 2022 Executive Incentive Plan was adopted in March, 2022 which contained certain minor updates to our prior plan due to changes in tax laws regarding executive compensation. The Executive Incentive Plan is intended to support our efforts to attract, retain and motivate highly qualified senior management and other executive officers of the Company and its affiliates through the payment of performance-based incentive compensation. Annual incentive compensation may be awarded under the Executive Incentive Plan to our named executive officers and others as selected by the Compensation Committee for any calendar year. The Compensation Committee believes that the payment of cash incentives to our named executive officers under the Executive Incentive Plan is consistent with the objectives for our compensation programs by rewarding such officers for the achievement of specified business goals and performance objectives and that may increase the value of our stock.

The amount of an employee’s cash incentive award for a calendar year is based upon the employee’s target cash incentive and the extent to which the performance goal(s) applicable to the employee are achieved. For each calendar year, an employee’s target cash incentive will be equal to a fixed percentage of the employee’s base salary earned during the year.

The Compensation Committee establishes performance goals for the named executive officers using such business criteria and other measures of performance discussed herein and the Compensation Committee will establish objective performance goals based upon one or more of the following business criteria:

 

 

attainment of certain target levels of, or a specified increase in, after-tax or pre-tax profits;

 

 

attainment of certain target levels of, or a specified increase in, earnings per diluted share or adjusted earnings per diluted share, and;

 

 

attainment of certain target levels of, or a specified increase in, return on capital or return on invested capital.

In the case of an award intended to qualify as “performance-based compensation”, the applicable target cash incentive, performance goals and performance factors with respect to any calendar year will be established in writing by the Compensation Committee no later than 90 days after the commencement of that year. Promptly after the date on which the necessary financial or other information for a particular year becomes available, the Compensation Committee will determine the amount, if any, of the cash incentive compensation payable to each participant for that calendar year and will certify in writing prior to payment that the performance goals for the year were in fact satisfied. The maximum incentive award which any participant may earn under the Executive Incentive Plan for any calendar year shall not exceed $5 million. The Executive Incentive Plan provides the Compensation Committee with the discretion to establish higher or lower performance factors for levels of performance that are more or less than the target levels. Performance goals may be adjusted for changes in accounting methods, corporate transactions and other similar types of events.

COVID-19 Pandemic:

The impact of the COVID-19 pandemic, which began during the second half of March, 2020, has had a material effect on our operations and financial results since that time. The COVID-19 vaccination process commenced during the first quarter of 2021. Since that time through the second quarter of 2021, we had generally experienced a decline in COVID-19 patients as well as a corresponding recovery in non-COVID patient activity. However, during the third and fourth quarters of 2021, and continuing into

 

 

 

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the first quarter of 2022, our facilities have generally experienced an increase in COVID-19 patients resulting from the Delta and, more recently, the highly transmissible Omicron variants.

Although booster doses for COVID-19 vaccinations began during the third quarter of 2021, and while we expect the administration of vaccines booster doses will assist in easing the number of COVID-19 patients, the pace at which this is likely to occur is very difficult to predict. Since the future volumes and severity of COVID-19 patients remain highly uncertain and subject to change, including potential increases in future COVID-19 patient volumes caused by new variants of the virus, as well as related pressures on staffing and wage rates, we are not able to fully quantify the impact that these factors will have on our future financial results. However, developments related to the COVID-19 pandemic could materially affect our financial performance during 2022.

2021 Annual Cash Incentive Formula and Performance Goals:

On March 17, 2021, the Compensation Committee approved specific bonus formulae for the determination of the target annual incentive compensation for the Company’s named executive officers pursuant to the Executive Incentive Plan (the “Plan”) for the year ending December 31, 2021. Under the formulae approved by the Compensation Committee, each of the Company’s named executive officers was assigned a percentage of such executive officer’s 2021 base salary as a target bonus based upon corporate performance criteria. The corporate performance criteria target bonus award indicated below for Mr. Marc D. Miller is stipulated in his employment agreement dated December 23, 2020, which became effective on January 1, 2021. Mr. Marc Miller’s employment agreement was amended in March, 2022, primarily to provide for the changes to the elements of his compensation implemented in 2022, as discussed above.

Mr. Alan B. Miller, who previously served as our Chief Executive Officer and Chairman of the Board of Directors, transitioned to the role of Executive Chairman of the Board of Directors effective January 1, 2021. As part of his compensation in connection with his role as Executive Chairman of the Board, Mr. Alan B. Miller may be entitled to bonuses and other compensation (including annual incentive bonuses) as may be determined by the Board of Directors.

The following table shows each executive officer’s corporate performance criteria target bonus as a percentage of their base salary for 2021. With respect to Messrs. Marc D. Miller and Steve G. Filton, 100% of their annual incentive bonus for 2021 was determined using the corporate performance criteria, as described below. With respect to Messrs. Pember and Peterson, their 2021 annual incentive bonus was determined utilizing: (i) 25% of their annual salary based upon the achievement of the corporate performance criteria, and; (ii) 75% of their annual salary based upon the achievement of the divisional income targets, as described below.

 

Name

   Title   

Target Incentive

Bonus Award

as a % of salary

Marc D. Miller

   Chief Executive Officer and President        100 %

Steve G. Filton

   Executive Vice President and Chief Financial Officer        50 %

Marvin G. Pember

   Executive Vice President and President-Acute Care Division        50 %

Matthew J. Peterson

   Executive Vice President and President-Behavioral Health Division        50 %

As part of our peer company compensation review for executive officers as discussed above in Annual Base Salary, we also target the median (50th percentile) market rate from our healthcare peers and the broader general industry data when determining each officer’s target annual incentive. Actual cash incentive awards, however, appropriately vary from this targeted level based upon performance, consistent with our pay for performance philosophy, and are detailed in the Summary Compensation Table in this Proxy Statement. The Compensation Committee believes that the annual incentive opportunities offered to our named executive officers are appropriate to facilitate our ability to attract, retain, motivate and reward our named executive officers, and that actual incentive payouts appropriately reflect the Company’s performance.

For 2021, pursuant to the Plan and the formulae approved by the Committee, each named executive officer was entitled to receive between 0% and 250% of that executive officer’s target bonus based, either entirely or in part, on the Company’s achievement of a combination of: (i) a specified range of target levels of adjusted net income per diluted share attributable to UHS (as set forth in our Proxy Statement), and; (ii) a specified range of target levels of return on capital (adjusted net income attributable to UHS divided by quarterly average net capital) for the year ending December 31, 2021. The adjusted net income per diluted share attributable to

 

 

 

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UHS excludes, among potentially other things, the impact of unrealized gains/losses resulting from changes in the market value of shares of certain equity securities, the costs related to the extinguishment of debt, and the impact on our provision for income taxes and net income attributable to UHS resulting from ASU 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”.

As mentioned above, on March 17, 2021, the Compensation Committee approved specific bonus formulae for the determination of annual incentive compensation for our named executive officers pursuant to the Executive Incentive Plan for the year ending December 31, 2021. For 2021, pursuant to the terms of the Executive Incentive Plan, our named executive officers were eligible to receive the applicable portion of their annual cash incentive (which were based on the corporate performance criteria) at various increments ranging from 0% of their bonus target award (based upon the achievement of a Target of adjusted net income per diluted share attributable to UHS of $9.58 or less, and Return on Capital of 7.8% or less) up to 250% of their annual cash incentive target award (based upon the achievement of a Target of adjusted net income per diluted share attributable to UHS of $11.51 or greater and Return on Capital of 9.4% or greater). The Targets were adjusted from prior years to correlate to the range of our initial estimated 2021 adjusted net income per diluted share attributable to UHS, as publicly disclosed on February 25, 2021.

On February 25, 2021, we publicly announced that our initial estimated range of adjusted net income per diluted share attributable to UHS for 2021 was $10.05 to $11.05. The 2021 Target of adjusted net income per diluted share attributable to UHS, which represented the approximate midpoint within the publicly disclosed range of our projected consolidated earnings per diluted share estimate for the year, was $10.55 per diluted share. The 2021 Return on Capital Target was 8.6%. In July of 2021, based upon our actual operating results experienced during the first six months of 2021, we publicly disclosed an increase to our previously disclosed estimated range of adjusted net income per diluted share attributable to UHS for 2021 (increased the upper end of the range to $12.16 per diluted share from $11.05 per diluted share while the lower end of the range was adjusted to $11.46 per diluted share from $10.05 per diluted share); however, our annual incentive performance targets were not impacted by these publicly disclosed revisions.

The actual cash incentives awarded for 2021 (which were based upon corporate performance criteria) were based upon the achievement of 250% of the target, as determined by the Compensation Committee on March 23, 2022, based upon our 2021 actual operating results. During 2021, our adjusted net income per diluted share attributable to UHS was $11.82, as compared to a target of $10.55 per diluted share. This adjusted net income per diluted share attributable to UHS for 2021 was publicly disclosed and reconciled to our reported 2021 net income per diluted share attributable to UHS of $11.82, on the Schedule of Non-GAAP Supplemental Information included with our financial results for the year ended December 31, 2021, as filed on Form 8-K on February 24, 2022. The Return on Capital was 9.8% for 2021, as compared to a target of 8.6%. The Return on Capital is calculated by dividing our annual adjusted net income attributable to UHS by the consolidated average net capital.

The divisional income targets consist of the projected aggregate pre-tax income for our acute care and behavioral health services segments, net of certain deductions which consisted primarily of the allocation of corporate overhead expenses and a charge for the estimated cost of capital. Although the divisional income targets may be adjusted to include or exclude the impact of other items, if applicable and material, that are, among other things, nonrecurring or non-operational in nature, no such adjustments were warranted for 2021.

To the extent that the actual divisional results met or exceeded the established targets, Messrs. Pember and Peterson were entitled to 75% of the following (as applied to their annual base salary) as the portion of their annual bonus that is based upon divisional income targets: (i) 25% if the actual results met the divisional income targets; (ii) 50% if the actual results exceeded the divisional income targets by the greater of 5% or $10 million; (iii) 75% if the actual results exceeded the divisional income targets by the greater of 10% or $20 million, and; (iv) 100% if the actual results exceeded the divisional income targets by the greater of 15% or $30 million.

For 2021, Mr. Pember’s established divisional income target was approximately $7 million. The divisional income target consisted of the projected aggregate pre-tax income for our acute care services segment, net of certain deductions which consisted primarily of the allocation of corporate overhead expenses and a charge for the estimated cost of capital. The actual divisional income as calculated, was approximately $71 million. Since the actual divisional income compared favorably to the target ($71 million actual divisional income exceeded the $7 million divisional income target by approximately $64 million or 858.5%), Mr. Pember was entitled to 100% of the portion of his bonus (75%) that was based upon the achievement of the divisional income target.

 

 

 

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For 2021, Mr. Peterson’s established divisional income target was approximately $217 million. The divisional income target consisted of the projected aggregate pre-tax income for our behavioral health care services segment, net of certain deductions which consisted primarily of the allocation of corporate overhead expenses and a charge for the estimated cost of capital. The actual divisional income as calculated, was approximately $248 million. Since the actual divisional income compared favorably to the target ($248 million actual divisional income exceeded the $217 million divisional income target by approximately $31 million or 14.3%), Mr. Peterson was entitled to 75% of the portion of his bonus (75%) that was based upon the achievement of the divisional income target.

In determining the corporate and divisional performance criteria, various factors are considered, including the projected revenue and earnings growth over the prior year. Since the value received by stockholders is measured, in large part, by an increase in stock price, which is in turn typically influenced by increases in revenues and earnings, our performance criteria are established at reasonably aggressive levels to encourage the attainment of our financial objectives which, if accomplished, may result in an increase to our stock price and increased value to stockholders. As mentioned above, the corporate performance criteria are established annually (except for 2020 due to the impact of the COVID-19 pandemic and no cash incentive bonuses were paid to any of our named executive officers pursuant to the Executive Incentive Plan) and the Target of adjusted net income per diluted share attributable to UHS directly correlates to our annual earnings guidance that is typically publicly disclosed by us in February of each year. The divisional performance criteria are also established annually and represent each segment’s respective portion of the Company’s consolidated estimated earnings.

For each of our named executive officers that had approved specific bonus formulae for the determination of annual incentive compensation pursuant to the Executive Incentive Plan, the following table sets forth the actual 2021 annual incentive bonus awarded as well as the pre-established ranges of potential payouts under our non-equity incentive plan.

 

          2021 Non-Equity Incentive Plan Awards  

Name

   Title    Actual      Minimum      Target      Maximum   

Marc D. Miller

   Chief Executive Officer and President    $ 2,750,105      $ 55,002      $ 1,100,042      $ 2,750,105   

Steve G. Filton

   Executive Vice President and Chief Financial Officer    $ 893,351      $ 17,867      $ 357,341      $ 893,351   

Marvin G. Pember

   Executive Vice President and President-Acute Care    $ 782,604      $ 4,604      $ 230,178      $ 782,604   

Matthew J. Peterson

   Executive Vice President and President-Behavioral Health Care    $ 545,444      $ 3,896      $ 194,801      $ 662,324   

Mr. Alan B. Miller, our Executive Chairman, receives compensation pursuant to his employment agreement which provided for a base salary of $1.0 million in 2021 and a discretionary cash bonus, as determined by our Board of Directors, which was $1.0 million for 2021.

The performance goals related to the Executive Incentive Plan, as outlined above, are generally based upon the achievement of our business plan financial objectives. Performance goals are established at reasonably aggressive levels to encourage and motivate executive performance and attainment of our financial objectives.

For a further description of the cash incentives and other elements of compensation granted to our named executive officers for 2021, 2020 and 2019, please refer to the Summary Compensation Table in this Proxy Statement.

Long-Term Incentives

The Compensation Committee believes that the grant of equity-based, long-term compensation, primarily in the form of stock options and restricted shares, to our named executive officers is appropriate to attract and retain such individuals and to motivate them to enhance stockholder value.

Further, long-term incentive awards reward individuals for their performance and achievement of business goals. The Compensation Committee believes that our best interests will be advanced by enabling our named executive officers, who are responsible for our management, growth and success, to receive compensation in the form of long-term incentive awards that may increase in value in conjunction with an increase in the value of our common stock.

 

 

 

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As is the case with respect to base salaries, a number of factors are taken into account in calibrating grants of long-term incentive awards, including an individual’s performance in light of his or her position, responsibilities and contribution to our financial performance. In addition, the Compensation Committee takes into account an individual’s potential contribution to our growth and productivity. In determining appropriate long-term incentive grants, there is no other predetermined formula, factors or specified list of criteria that is followed.

For a description of the long-term incentive awards granted to our named executive officers for 2021, please read the Summary Compensation Table and the Grants of Plan-Based Awards Table included in this Proxy Statement.

Stock options. In May, 2020 at our Annual Meeting, the stockholders approved the 2020 Omnibus Stock and Incentive Plan (“2020 Stock Incentive Plan”), and as a result, as of that date, no additional awards were granted under our previous plan and the reserve for shares that were remaining for future issuance under the previous plan was cancelled. The 2020 Stock Incentive Plan provides for the issuance of incentive stock options and non-qualified stock options to purchase shares of our Class B Common Stock, including awards of performance-based stock options with premium exercise prices. Additionally, the 2020 Stock Incentive Plan authorizes awards of restricted stock and restricted stock units, as discussed below, stock appreciation rights and restricted stock units and awards intended to be performance-based awards. The 2020 Stock Incentive Plan is intended to provide a flexible vehicle through which we may offer equity-based compensation incentives to our names executive officers and other eligible personnel in support of our compensation objectives.

Typically, option awards are granted by the Compensation Committee on specific dates that are scheduled in advance, which generally coincide with regularly scheduled meetings of the Compensation Committee and the Board of Directors. There is no separate policy with respect to the timing of option awards to our named executive officers. Typically, option awards are granted to our named executive officers at the same time as option awards are granted to our other employees. In certain circumstances, such as new hires or promotions, option awards are granted separately by the Compensation Committee or our Chief Executive Officer and Chief Financial Officer who are duly authorized by the Compensation Committee.

Subject to the provisions of the 2020 Stock Incentive Plan, the Compensation Committee has the responsibility and full power and authority to select the persons to whom awards will be made, to prescribe the terms and conditions of each award and make amendments thereto, to construe, interpret and apply the provisions of the Stock Incentive Plan and of any agreement or other instrument evidencing an award and to make any and all determinations and take any and all other actions as it deems necessary or desirable in order to carry out the terms of the Stock Incentive Plan.

Stock options have such vesting and other terms and conditions as the Compensation Committee, acting in its discretion, may determine. Generally, grants of stock options vest in equal amounts over four years, are scheduled to expire on the fifth anniversary of the date of grant and, unless otherwise determined, employees must be employed by us for such options to vest. We do not have any plan to select option grant dates for our named executive officers in coordination with the release of material non-public information. The exercise price per share of Class B Common Stock covered by an option shall be any price determined by the Compensation Committee, but may not be less than 100% of the fair market value of the underlying Class B Common Stock on the date of grant. The exercise price of incentive stock options shall not be less than 110% of the fair market value on the date of grant if the optionee owns, directly or indirectly, stock possessing more than 10% of the voting power of all classes of our stock. For purposes of the 2020 Stock Incentive Plan, unless otherwise determined by the Compensation Committee, the fair market value of a share of Class B Common Stock as of any given date is the closing sale price per share reported on a consolidated basis for securities listed on the principal stock exchange or market on which the Class B Common Stock is traded on the date as of which such value is being determined or, if there is no sale on that day, then on the next day on which a sale was reported.

2021 Stock-Based Compensation Awards: After giving consideration to comments received from investors that our equity award program could be enhanced by including performance-based equity awards, and after undertaking a comprehensive review with our third-party compensation consultant (FW Cook) to identify potential performance-based equity award design alternatives, we decided to modify our stock option award program in 2020. As determined by our Compensation Committee, although not required by the terms of the 2020 Stock Incentive Plan, that a portion of the options awarded to the named executive officers of the Company will be exercisable at 110% of the fair market value on the date of grant. In March of 2021 and March of 2020, we have delivered 50% of the award value to our named executive officers, including Mr. Alan B. Miller (our Chief Executive Officer prior to January 1, 2021) and Mr. Marc D. Miller (our Chief Executive Officer effective as of January 1, 2021), in stock options with a premium exercise price of 10% above grant date market value.

 

 

 

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To further enhance our equity awards program toward performance-based equity awards, as discussed above, in March of 2022, our CEO and NEOs each received: (i) 50% of their annual target stock-based compensation awards in the form of options to purchase shares of our Class B Common Stock at the grant date market value, and; (ii) 50% of their annual target stock-based compensation awards in the form of performance-based restricted stock units that will be earned based on the cumulative three-year growth in our earnings before interest, taxes, depreciation and amortization, the impacts of other income/expense and net income attributable to noncontrolling interests, as compared to a range of pre-established three-year growth thresholds.

In March of 2021, our Compensation Committee awarded stock options (issued at 100% of the grant date fair value) and premium stock options (issued at 110% of the grant date fair value) to our named executive officers. The number of stock options and premium stock options awarded to each of our named executive officers in March of 2021 were as follows: Marc D. Miller (125,000 stock options and 140,425 premium stock options); Alan B. Miller (125,000 stock options and 140,425 premium stock options); Steve G. Filton (39,200 stock options and 44,037 premium stock options), Marvin G. Pember (39,350 stock options and 44,206 premium stock options), and; Matthew J. Peterson (33,700 stock options and 37,859 premium stock options).

In determining the number of options to award to our named executive officers, the Compensation Committee reviewed the compensation data and competitive performance data prepared by FW Cook in early 2021, including stock-based compensation, and reviewed historical company practices with respect to stock option and long-term incentive awards. The Committee also considered individual performance in light of a named executive officer’s position, responsibilities and contribution to our financial performance as well as his potential contribution to our growth and productivity.

Restricted Stock Awards and Restricted Stock Units: As mentioned above, our 2020 Incentive Plan was approved by our shareholders in May of 2020, and as of that date, the Restricted Stock Plan was cancelled and no additional awards will be granted under the Restricted Stock Plan. The reserve for shares remaining for future issuance under the previous restricted stock plan was cancelled at that time. The 2020 Incentive Plan provides for the grant of shares or units of our Class B Common Stock to eligible personnel for a purchase price equal to par value. Shares of our Class B Common Stock could be granted under the 2020 Incentive Plan to any of our employees or consultants. Historically, our restricted grants have had a scheduled vesting period ranging from one to five years.

Vesting conditions on shares or units issued under the 2020 Incentive Plan may consist of continuing employment for a specified period of time following the purchase date. Alternatively, or in addition, vesting may be tied to the satisfaction of specific performance objectives established by the Compensation Committee based upon any one or more of the business criteria used in determining the bonuses for our named executive officers, as mentioned above. We have the right to repurchase the shares for the same purchase price (par value) if specified vesting conditions are not met.

The Compensation Committee believes restricted stock awards and restricted stock units, at times, can be effective in achieving our compensation objectives because it provides employees with a strong retention incentive and aligns the value of the award or unit with our stock price performance. The Compensation Committee may provide that Restricted Stock Awards and Restricted Stock Units shall earn dividends or dividend equivalents (payable in cash or additional shares, or a combination of cash and shares), however, dividends or dividend equivalents may not be paid with respect to any award or unit until vesting requirements are satisfied. Generally, holders of restricted stock and restricted stock units receive dividend equivalents which are subject to vesting in line with the underlying award to which they relate. We do not have any plan to select restricted stock award or restricted stock unit grant dates for our named executive officers in coordination with the release of material non-public information.

Contractual Restricted Stock and Cash Awards to Mr. Alan B. Miller (prior to 2021). Prior to his transition from Chief Executive Officer to Executive Chairman of the Board, effective as of January 1, 2021, pursuant to his 2013 employment agreement, as amended in November, 2018, Mr. Alan B. Miller was entitled to: (i) an annual grant of restricted stock having a minimum value of $1.0 million (14,774 shares of restricted stock granted in March of 2020 with a grant date market price of $67.69 per share), and; (ii) a minimum annual cash award of $1 million (paid in March of 2020). There are no such awards stipulated in Mr. Alan B. Miller’s employment agreement dated December 23, 2020, which became effective on January 1, 2021.

 

 

 

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Deferred Compensation

Our Deferred Compensation Plan, which is subject to the applicable provisions of Internal Revenue Code Section 409A, provides that eligible employees may elect to defer a portion of their base salary and bonus award into deferred compensation accounts that accrue earnings based upon the selection of available investment options. Under the Deferred Compensation Plan, an employee is deemed eligible if their base compensation for 2021 was $130,000 or higher and they are performing duties in a qualified position. The base compensation threshold is adjusted from time-to-time for cost-of-living increases. Pursuant to the terms of the Deferred Compensation Plan, the minimum annual amount that can be deferred is 1% of an employee’s base salary. No more than 50% of an employee’s base salary or 95% of an employee’s annual bonus may be deferred under the Deferred Compensation Plan in any calendar year. Employees may allocate a portion of their deferred compensation to be distributed in a lump sum or installments to begin at retirement or a scheduled distribution date. The available investment options consist of certain mutual funds which include: (i) conservative (e.g. money markets or bonds); (ii) moderately conservative (e.g. balanced funds), and; (iii) aggressive (e.g. domestic and international equity).

Our obligation to make payments of amounts credited to participants’ deferred compensation accounts is a general unsecured obligation. In addition, under the Deferred Compensation Plan, we may make discretionary contributions on behalf of an eligible employee. Since inception of the Deferred Compensation Plan, we have not made any discretionary contributions on behalf of employees. Two of our named executive officers deferred a portion of their base salary and/or bonus paid during 2021 to the Deferred Compensation Plan. The Compensation Committee believes that, by offering an alternative savings vehicle for our named executive officers, the Deferred Compensation Plan supports our objectives to attract, retain and motivate talented personnel.

For a further description of the Deferred Compensation Plan, please refer to the Nonqualified Deferred Compensation table and the narrative discussion included in this Proxy Statement.

Retirement Benefits

Our retirement benefits consist of our Executive Retirement Income Plan, Supplemental Executive Retirement Income Plan and a 401(k) plan. These plans are designed in combination to provide an appropriate level of replacement income upon retirement. The Compensation Committee believes that these retirement benefits provide a balanced and competitive retirement program and support our objectives to attract, retain and motivate talented personnel.

Supplemental Executive Retirement Income Plan (“SERIP”). In July 2018, the Board of Directors adopted the SERIP. Pursuant to the terms of this plan, a select group of management or other highly compensated employees may be designated as plan participants. Our SERIP, which is subject to the applicable provisions of Internal Revenue Code Section 409A, provides eligible employees with annual employer contributions which are entirely at the Company’s discretion. Generally, each annual contribution vests on the earlier of: (i) the 5th anniversary of the date of funding to the participant’s account, or; (ii) the participant attaining the qualified age of retirement (either age 62 or 65, as stipulated in the SERIP). The SERIP also provides for discretionary alternative vesting schedules for certain supplemental discretionary contributions made on an individual basis. Upon attaining the plan’s qualified age of retirement, distributions are paid in 10 annual installments to the participant. Distributions due to events other than retirement are paid in a lump sum. Our obligation to fund payments to participants’ accounts pursuant to the SERIP is a general unsecured obligation. Four of our named executive officers are participants in the SERIP.

In 2018, upon commencement of the SERIP, certain participants of the ERIP, who had not yet approached their qualified age of retirement, were given the option to remain in the ERIP or convert their participation into the SERIP. ERIP participants that elected to convert to the SERIP have been provided with an unfunded, lump sum conversion balance that was credited to the participant’s SERIP account. The unfunded ERIP conversion balances transferred to the SERIP, which were computed based upon the participant’s 2017 salary and will remain permanently unchanged after conversion, are payable over 60 monthly installments, if the participant attains their qualified age of retirement, as previously stipulated in the ERIP. If the participant does not attain their qualified age of retirement, the ERIP conversion balance is forfeited unless the Board of Directors, in its full discretion, determined otherwise. For ERIP participants who elected to convert to the SERIP, their participation in the ERIP was terminated upon conversion and no future benefits will be earned pursuant to the ERIP. SERIP participants who converted from the ERIP are entitled to future benefits pursuant to the terms of the SERIP.

 

 

 

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Executive Retirement Income Plan (“ERIP”). In October 1993, the Board of Directors adopted the ERIP, which was subsequently closed to new participants effective January 1, 2015. Pursuant to the terms of the ERIP, certain management or other highly compensated employees, who had been previously designated as plan participants by our Board of Directors prior to December 31, 2014, and who had completed at least 10 years of active employment with us, may receive retirement income benefits.

Subject to certain conditions, the monthly benefit is payable to a participant who retires after he or she reaches age 62 (applicable to participants added to the ERIP before 2008) or age 65 (applicable to participants added to the ERIP after January 1, 2008). The benefit is equal to 3% of the employee’s average monthly base salary over the three years preceding retirement multiplied by the number of qualified years (not to exceed 10) of the participant’s employment with us. Payment of the benefit will be made in 60 monthly installments following the participant’s retirement date. If a participant’s employment with us is terminated prior to their qualified age of retirement, no ERIP benefits will be payable unless the Board of Directors, in its full discretion, determines otherwise. In 2018, certain participants were transferred to the SERIP and were provided with an unfunded, lump sum conversion balance pursuant to the SERIP, as discussed above. One of our named executive officers remains a participant in the ERIP.

For a further description of the SERIP and ERIP, please refer to the Pension Benefits included in this Proxy Statement.

401(k) Plan. We maintain a 401(k) plan for all employees, including our named executive officers, as an additional source of retirement income. Pursuant to the 401(k) plan, in 2021, we made matching contributions (subject to highly compensated employee limits set by the Internal Revenue Code) to the 401(k) plan of approximately $70 million. All of the named executive officers participated in the 401(k) plan in 2021. Accordingly, we made matching contributions equal to $8,700 to the 401(k) plan for each of the participating named executives.

Benefits

Our named executive officers are eligible to participate in the benefit plans generally available to all of our employees, which include health, dental, life insurance, vision and disability plans, all of which the Compensation Committee believes are commensurate with plans of other similarly situated public companies in the hospital management industry.

Company Aircraft. We have a partial ownership interest in a fixed wing aircraft that is available for business purpose use by members of our management team, including our named executive officers, and for personal use by Messrs. Marc Miller and Alan Miller. When the aircraft is utilized for personal purposes by either individual and/or their family members, the incremental costs incurred, including the regular hourly charges, variable fuel charges and associated fees and taxes, are directly reimbursed to us by Messrs. Marc Miller and/or Alan Miller and therefore no imputed amounts are included in the Summary Compensation Table.

Automobile. Mr. Alan Miller utilizes his automobiles for both business and personal purposes. During 2019, we paid 100% of the cost of a new vehicle purchased for Mr. Miller. Included in the Summary Compensation Table in “All other compensation” for 2021, is $14,145 related to the lease value as determined by the IRS, maintenance and fuel costs paid by the Company deemed to be related to his personal vehicle use.

Reimbursement of Relocation Expenses. In the normal course of business, in an effort to satisfy our staffing needs with high-quality personnel and/or support the career development of an employee by enabling them to assume a position of broader scope and complexity, we may need to place an executive in a position in a geographic location which differs from that in which the individual resides. The relocation benefits for our executives are patterned on standard industry practices and are competitive in design. The provisions for relocation benefits are the same for several of the top layers of management and consistently administered. Included in the relocation benefits are reimbursements or direct payment to vendors for expenses that include items like a short duration house hunting trip, movement of household goods and personal items, short duration of interim living expenses and certain closing costs for the sale and purchase of a house. Relocation reimbursement that is taxable to the individual is typically grossed-up to cover the resulting incremental income tax expense. During 2020 and 2019, we paid certain relocation expenses, including income tax gross-ups, for Mr. Peterson as disclosed on the Summary Compensation Table contained in this proxy statement.

Other Perquisites. From time to time, we make tickets to cultural and sporting events available to our employees, including our named executive officers, for business purposes. If not utilized for business purposes, the tickets are made available to our employees, including our named executive officers, for personal use.

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


Executive Compensation

 

 

 

Split-Dollar Life Insurance Agreements. In December 2010, our Board of Directors approved the Company’s entering into supplemental life insurance plans and agreements on the lives of our Executive Chairman and his wife. As a result of these agreements, as amended in October 2016, based on actuarial tables and other assumptions, during the life expectancies of the insureds, we would pay approximately $28 million in premiums, and certain trusts owned by our Executive Chairman, would pay approximately $9 million in premiums. Based on the projected premiums mentioned above, and assuming the policies remain in effect until the death of the insureds, we will be entitled to receive death benefit proceeds of no less than approximately $37 million representing the $28 million of aggregate premiums paid by us as well as the $9 million of aggregate premiums paid by the trusts. In connection with these policies, we paid approximately $1.0 million and $1.1 million in premium payments during 2021 and 2020, respectively.

Based on these projections, which are subject to the achievement of certain investment income and life expectancy assumptions, the total economic pre-tax cost to the Company (which includes the projected cost of capital net of the income resulting from the Company’s expected future receipt of the $9 million of premiums paid by the Trusts) would be approximately $10 million over the life expectancies of the insureds. We estimate that our share of the premium payments due on these policies will approximate $1.0 million in 2022 and decrease annually to approximately $200,000 over the life expectancies of the insureds. Our aggregate premium payments (as well as the Trust’s) are expected to be repaid to us utilizing the death benefit proceeds.

The Compensation Committee has determined to offer the above-described fringe benefits and perquisites in order to attract and retain our named executive officers by offering compensation opportunities that are competitive. In determining the total compensation payable to our named executive officers, for a given fiscal year, the Compensation Committee considers such fringe benefits and perquisites. However, with the exception of the above-mentioned split dollar life insurance agreements related to Mr. Alan B. Miller, given the fact that such other fringe benefits and perquisites, which are available to our named executive officers, represent a relatively insignificant portion of their total compensation, they do not materially influence the decisions made by the Compensation Committee with respect to other elements of each individual’s total compensation. For a further description of the fringe benefits and perquisites received by our named executive officers during 2021, please refer to the All Other Compensation table included in this Proxy Statement.

Rewards/Compensation Risk Analysis: As part of its oversight of the Company’s executive compensation program, the Compensation Committee considers the impact of the Company’s executive compensation program, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. In addition, the Company reviews all of its compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. The review found that there were no excessive risks encouraged by the Company’s reward programs and the rewards programs do not produce payments that have a material impact on the financial performance of the organization. Approximately 900 employees (including the named executive officers) of our approximate 62,670 full-time employees in the U.S. and U.K. (comprising approximately 1.4% of our full-time employees) have incentive plans that entitle those individuals to larger bonus awards if profitability increases. However, although the plans are based on profitability, the bonus awards for these employees are capped at specific award levels (typically at 125% or less of base salary). Therefore, should our profitability increase, even by significant amounts, we do not believe the additional aggregate bonus awards would have a material unfavorable impact on our future results of operations

Tax Considerations

Our chief executive officer, our chief financial officer and the next three most highly compensated officers are referred to herein as the named executive officers. For years beginning prior to January 1, 2018, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) placed a limit of $1 million on the amount of compensation we may deduct for federal income tax purposes in any one year with respect to our named executive officers with the exception of our chief financial officer. However, performance-based compensation that met certain requirements is excluded from this $1 million limitation.

On December 22, 2017, the President of the United States signed into law comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “TCJA-17”). TCJA-17 modifies Section 162(m) by (1) expanding which employees are considered covered employees by including the chief financial officer applicable to years beginning after December 31, 2017, (2) providing that if an individual is a covered employee for a year beginning after December 31, 2016, the individual remains a covered employee for all future years, and (3) removing the exceptions for performance-based compensation applicable to years

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


Executive Compensation

 

 

 

beginning after December 31, 2017. These changes do not apply to compensation stemming from contracts entered into on or before November 2, 2017, unless such contracts were materially modified on or after that date. Compensation agreements entered into and share-based payment awards granted after this date will be subject to the revised terms of Section 162(m).

In reviewing the effectiveness of the executive compensation program, the Compensation Committee considers the anticipated tax treatment to us and to the named executive officers of various payments and benefits. However, the deductibility of certain compensation payments depends upon the timing of an executive’s vesting or exercise of previously granted awards, as well as interpretations and changes in the tax laws and other factors beyond the Compensation Committee’s control. For these and other reasons, including to maintain flexibility in compensating the named executive officers in a manner designed to promote varying corporate goals, the Compensation Committee did not necessarily, or in all circumstances, limit executive compensation to that which is deductible under Section 162(m) of the Code and had not adopted a policy requiring all compensation to be deductible.

Summary

The foregoing discussion describes the compensation objectives and policies that were utilized with respect to our named executive officers during 2021 and will be utilized in 2022. In the future, as the Compensation Committee continues to review each element of the executive compensation program with respect to our named executive officers, the objectives of our executive compensation program, as well as the methods that the Compensation Committee utilizes to determine both the types and amounts of compensation to award to our named executive officers, may change.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management; and based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

COMPENSATION COMMITTEE

Eileen C. McDonnell (Chairperson)

Lawrence S. Gibbs

Elliot J. Sussman, M.D.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors is composed of Eileen C. McDonnell, Lawrence S. Gibbs and Elliot J. Sussman. All the members of the Compensation Committee are independent directors and no member has ever been one of our officers or employees or had a relationship with us that required disclosure.

 

 

 

44

Universal Health Services, Inc. 2022 Proxy Statement


SUMMARY COMPENSATION TABLE

The following table sets forth certain compensation information for our Chief Executive Officer, our Chief Financial Officer and the other most highly compensated executive officers for services rendered to UHS and its subsidiaries during the past three fiscal years. We refer to these officers collectively as our named executive officers:

 

Name and

principal position

  Year    

Salary(7.)

($)

   

Bonus

($)

   

Grant Date
Fair Value

Stock

Awards(1.)
($)

   

Grant Date
Fair Value

Option

Awards(2.)

($)

   

Non-Equity

Incentive Plan

Compensation(3.)
($)

   

Change in

Pension Value
and

Nonqualified

Deferred

Compensation

Earnings(4.)

($)

   

All other

compensation(9.)
($)

   

Total

($)

 

Marc D. Miller,

Chief Executive Officer

and President(8.)

    2021     $ 1,100,042     $ 0     $ 0     $ 10,104,427     $ 2,750,105     $ 52,002     $ 14,366     $ 14,020,942  
    2020       823,020       0       0       1,458,238       0       49,519       15,220       2,345,997  
    2019       825,318       0       0       3,043,494       493,540       47,164       15,697       4,425,213  

Alan B. Miller,

Executive Chairman(8.)

    2021     $ 1,000,038     $ 1,000,000 (5.)    $ 0     $ 10,104,427     $ 0     $     $ 1,092,036     $ 13,196,501  
    2020       1,446,473       1,000,000 (5.)      1,000,052       8,603,615       0       44,826       1,151,248       13,246,214  
    2019       1,700,065       1,000,000 (5.)      1,000,057       17,956,614       1,564,060       44,520       1,207,924       24,473,240  

Steve G. Filton,

Executive Vice

President, Chief

Financial Officer and

Secretary

    2021     $ 714,681     $ 0     $ 0     $ 3,168,736     $ 893,351     $ 41,232     $ 18,162     $ 4,836,162  
    2020       652,613       0       0       1,020,766       0       39,656       18,043       1,731,078  
    2019       660,938       0       0       2,130,446       304,031       38,154       18,251       3,151,820  
                 
                 
                 

Marvin G. Pember,

Executive Vice

President and

President, Acute Care

    2021     $ 736,568     $ 0     $ 0     $ 3,180,879     $ 782,604     $ 42,907     $ 14,134     $ 4,757,092  
    2020       679,177       0       0       1,020,766       0       41,621       17,549       1,759,113  
    2019       693,686       0       0       2,130,446       209,840       40,185       19,159       3,093,316  
                 
                 

Matthew J. Peterson,

Executive Vice

President and

President, Behavioral

Health

    2021     $ 623,364     $ 0     $ 0     $ 2,724,166     $ 545,444     $ 36,408     $ 18,351     $ 3,947,733  
    2020       576,397       0       0       729,119       0       10,247       150,492       1,466,255  
    2019       170,775       100,000 (6.)      0       1,493,045       0       0       61,915       1,825,735  
                 
                                                                       

 

(1.)

Prior to his transition from Chief Executive Officer to Executive Chairman of the Board, effective as of January 1, 2021, pursuant to his 2013 employment agreement, as amended in November, 2018, Alan B. Miller was entitled to an annual grant of restricted stock having a minimum value of $1.0 million. There are no such awards stipulated in Alan B. Miller’s employment agreement dated December 23, 2020, which became effective on January 1, 2021. Amounts represent the grant date fair value of award made to Alan B. Miller during 2020 and 2019 under the 2010 Amended and Restated Employees’ Restricted Stock Purchase Plan (the “2010 Plan”). The 2020 and 2019 awards are/were scheduled to vest ratably over a two-year period. Dividends declared by the Company are paid with respect to outstanding shares of restricted stock.

 

(2.)

Amounts in 2021 represent the aggregate fair value of options granted at the market price on the date of grant (grant date fair value of $40.42) and options granted at 110% of the market price on the date of grant (grant date fair value of $35.98). Amounts in 2020 represent the aggregate fair value of options granted at the market price on the date of grant (grant date fair value of $14.58) and options granted at 110% of the market price on the date of grant (grant date fair value of $12.31). Amounts in 2019 for Alan B. Miller, Marc D. Miller, Steve G. Filton and Marvin G. Pember represent grant date fair value of $30.43. For Matthew J. Peterson, 2019 amount represents grant date fair value of $29.86 for an award made in September of 2019 upon commencement of his employment. All options granted in 2021 were awarded pursuant to our 2020 Omnibus Stock and Incentive Plan. All options granted in 2020 and 2019 were awarded pursuant to our Amended and Restated 2005 Stock Incentive Plan. For the assumptions used for the fair value valuations, please refer to Note 5—Common Stock, to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the years ended December 31, 2021, 2020 and 2019.

 

(3.)

Reflects the dollar value of annual bonuses earned during each of the last three years pursuant to the terms of our Executive Incentive Plan. In March of 2022 (for 2021) our Compensation Committee approved annual cash incentive bonuses pursuant to the Executive Incentive Plan. For 2021 as a percentage of each individual’s annual base salary, the bonus amounts earned were as follows: Marc D. Miller 250%; Steve G. Filton 125%; Marvin G. Pember 106%, and; Matthew J. Peterson 88%. As part of his compensation in connection with his role as Executive Chairman of the Board of Directors, which was effective as of January 1, 2021, Mr. Alan B. Miller did not receive an annual incentive bonus pursuant to the Executive Incentive Plan. However, in March, 2022, our Board of Directors awarded Mr. Alan B. Miller a $1.0 discretionary bonus for 2021. No cash incentive bonuses were paid to any of our executive officers pursuant to the Executive Incentive Plan for the year ended December 31, 2020 as a result of the COVID-19 pandemic and its material unfavorable impact on our results of operations. In March of 2019 (for 2020) our Compensation Committee approved annual cash incentive bonuses pursuant to the Executive Incentive Plan. For 2019, as

 

 

 

45

Universal Health Services, Inc. 2022 Proxy Statement


Summary Compensation Table

 

 

 

  a percentage of each individual’s annual base salary, the bonus amounts earned were as follows: Alan B. Miller 92%; Marc D. Miller 60%; Steve G. Filton 46%, and; Marvin G. Pember 30%. Matthew J. Peterson’s employment commenced in September of 2019 and he was therefore not eligible for a 2019 bonus.

 

(4.)

These amounts represent the aggregate change in pension value for each named executive in 2021, 2020 and 2019 pursuant to the Executive Retirement Income Plan or the Supplemental Executive Retirement Income Plan, as disclosed herein. The amounts in this column do not reflect compensation deferrals pursuant to our Nonqualified Deferred Compensation Plan since there are no contributions or benefits provided by us in connection with the plan.

 

(5.)

In March, 2022 (for 2021), our Compensation Committee awarded a discretionary bonus of $1.0 million to Mr. Alan B. Miller. Prior to his transition from Chief Executive Officer to Executive Chairman of the Board (effective as of January 1, 2021), pursuant to his 2013 employment agreement, as amended in November, 2018, Alan B. Miller was entitled to minimum annual cash award of $1.0 million for each of 2020 and 2019. There are no such awards stipulated in Alan B. Miller’s employment agreement dated December 23, 2020, which became effective on January 1, 2021.

 

(6.)

The $100,000 cash bonus paid to Mr. Peterson in 2019 was a sign-on bonus upon commencement of employment.

 

(7.)

In June of 2020, in response to the COVID-19 pandemic, the Compensation Committee approved reductions to the 2020 base salaries of our executive officers in the following amounts: $289,294 for Alan B. Miller, $43,680 for Marc D. Miller, $34,580 for Steve G. Filton, $35,929 for Marvin G. Pember and $30,407 Matthew J. Peterson. In conjunction with these 2020 base salary reductions, the Company contributed the funds generated from the reductions to the UHS Foundation, our previously established employee assistance fund.

 

(8.)

Mr. Alan B. Miller was appointed Executive Chairman of the Board effective January 1, 2021. He had been Chairman of the Board and Chief Executive Officer from our inception through December 31, 2020. Mr. Marc D. Miller was appointed Chief Executive Officer and President effective January 1, 2021. Marc D. Miller had previously served as President since May, 2009.

 

(9.)

Components of All Other Compensation are as follows:

 

 

 

46

Universal Health Services, Inc. 2022 Proxy Statement


ALL OTHER COMPENSATION TABLE

 

Name

   Year     

Perquisites

and Other

Personal

Benefits

($)(1.)

    

Tax

Reimbursements

($)(2.)

    

Insurance

Premiums

($)(3.)

    

Company

Contributions

to Retirement

and 401(k)

Plans ($)

    

Dividends

Paid on

Unvested

Stock

    

Total

($)

 

Marc D. Miller

     2021      $ 0      $ 0      $ 5,666      $ 8,700      $ 0      $ 14,366  
     2020        973        0        5,697        8,550        0        15,220  
     2019        1,600        0        5,697        8,400        0        15,697  

Alan B. Miller

     2021      $ 49,064      $ 0      $ 1,022,750      $ 8,700      $ 11,522      $ 1,092,036  
     2020        64,819        0        1,071,393        8,550        6,486        1,151,248  
     2019        68,948        0        1,112,530        8,400        18,046        1,207,924  

Steve G. Filton

     2021      $ 0      $ 0      $ 9,462      $ 8,700      $ 0      $ 18,162  
     2020        0        0        9,493        8,550        0        18,043  
     2019        358        0        9,493        8,400        0        18,251  

Marvin G. Pember

     2021      $ 900      $ 0      $ 4,534      $ 8,700      $ 0      $ 14,134  
     2020        900        0        8,099        8,550        0        17,549  
     2019        1,912        0        8,847        8,400        0        19,159  

Matthew J. Peterson

     2021      $ 2,564      $ 0      $ 7,087      $ 8,700      $ 0      $ 18,351  
     2020        96,130        38,695        7,117        8,550        0        150,492  
       2019        37,771        17,992        688        5,464        0        61,915  

 

(1.)

2021:

Amounts for Mr. Alan Miller consists of the following: (i) $25,000 for professional tax services; (ii) $5,260 for payment of country club dues; (iii) $1,546 for accounting services; (iv) $3,113 for maintenance on personal residence, and; (v) $14,145 for the lease value, fuel and maintenance charges incurred in connection with his automobile.

Amount for Mr. Marvin G. Pember consists of $900 for cell phone stipend.

Amount for Mr. Matthew J. Peterson consists of the following: (i) $900 for cell phone stipend; (ii) $1,334 related to the Employee Stock Purchase Plan discount, and; (iii) $330 for sporting event tickets paid for by us.

2020:

Amounts for Mr. Alan Miller consists of the following: (i) $25,000 for professional tax services; (ii) $10,789 for payment of country club dues; (iii) $2,573 for accounting services; (iv) $3,022 for maintenance on personal residence; (v) $23,075 for the lease value, fuel and maintenance charges incurred in connection with his automobile, and; (vi) $360 wireless stipend.

Amount for Mr. Marc D. Miller consists $768 for sporting event tickets paid for by us and $205 for a token gift provided by the Company.

Amount for Mr. Marvin G. Pember consists of $900 for cell phone stipend.

Amount for Mr. Matthew J. Peterson consists of the following: (i) $94,025 of relocation expenses paid for by the Company; (ii) $1,000 related to the Employee Stock Purchase Plan discount; (iii) $900 for cell phone stipend, and; (iv) $205 for a token gift provided by the Company.

2019:

Amounts for Mr. Alan Miller consist of the following: (i) $25,000 for professional tax services; (ii) $10,773 for payment of country club dues; (iii) $9,330 for accounting services; (iv) $2,906 for maintenance on personal residence; (v) $20,604 for the lease value, fuel and maintenance charges incurred in connection with his automobile, and; (vi) $335 wireless stipend.

Amounts for Messrs. Marc D. Miller and Steve G. Filton consist of $1,600 and $358, respectively, for sporting event tickets paid for by us.

Amount for Mr. Marvin G. Pember consists of $900 for cell phone stipend and $1,012 for sporting event tickets paid for by us.

Amount for Mr. Matthew J. Peterson consists of $37,508 relocation expenses paid by us and $263 for cell phone stipend.

 

(2.)

Amount represents reimbursement of income taxes incurred by Mr. Peterson in connection with relocation expenses paid by us during 2020 and 2019.

 

(3.)

Amounts for Messrs. Marc. D. Miller, Steve G. Filton, Marvin G. Pember and Matthew J. Peterson consist of premiums paid in connection with long term disability coverage.

Amounts for Mr. Alan B. Miller consist of: (i) $1,013,242 in 2021, $1,061,667 in 2020 and $1,102,810 in 2019, of premium payments made in connection with split-dollar-life insurance agreements, as discussed in Split Dollar Life Insurance Agreement, included herein, and; (ii) $9,508 in 2021, $9,726 in 2020 and $9,721 in 2019 of premiums paid in connection with long term disability coverage.

 

 

 

47

Universal Health Services, Inc. 2022 Proxy Statement


GRANTS OF PLAN-BASED AWARDS

The following table provides information regarding plan-based awards granted during fiscal year 2021 to our named executive officers.

 

    Approval/
Grant
Date
    Estimated Future
Payouts Under
Non-Equity Incentive Plan
Awards(1.)
    Estimated Future
Payouts Under
Equity Incentive Plan
Awards
    All
Other
Stock
Awards:
Number
of
Shares
of

Stock  or
Units(3.)
(#)
    All Other
Option
Awards:
Number of
Securities
Underlying

Options(4.)
(#)
    Exercise
or
Base
Price

of
Option

Awards
($ /Sh)
    Grant
Date

Fair
Value of
Stock

and
Option

Awards(5.)
($)
    Closing
Price
on
Grant

Date
($ / Sh)
 

Name

  Threshold
($)(2.)
   

Target

($)(2.)

    Maximum
($)(2.)
    Threshold
($)
    Target
($)
    Maximum
($)
 

Marc D. Miller

    3/17/2021     $ 55,002     $ 1,100,042     $ 2,750,105                   125,000     $ 138.80     $ 5,052,493     $ 138.80  
    3/17/2021                     140,425     $ 152.68     $ 5,051,934     $ 138.80  

Alan B. Miller

    3/17/2021     $     $     $               125,000     $ 138.80     $ 5,052,493     $ 138.80  
    3/17/2021                         140,425     $ 152.68     $ 5,051,934     $ 138.80  

Steve G. Filton

    3/17/2021     $ 17,867     $ 357,341     $ 893,351               39,200     $ 138.80     $ 1,584,459     $ 138.80  
    3/17/2021                         44,037     $ 152.68     $ 1,584,277     $ 138.80  

Marvin G. Pember

    3/17/2021     $ 4,604     $ 230,178     $ 782,604               39,350     $ 138.80     $ 1,590,522     $ 138.80  
    3/17/2021                         44,206     $ 152.68     $ 1,590,357     $ 138.80  

Matthew J. Peterson

    3/17/2021     $ 3,896     $ 194,801     $ 662,324               33,700     $ 138.80     $ 1,362,149     $ 138.80  
      3/17/2021                                                             37,859     $ 152.68     $ 1,362,017     $ 138.80  

 

(1.)

Pursuant to the Executive Incentive Plan and the formula approved by the Compensation Committee, each named executive officer other than Mr. Alan B. Miller was entitled to receive between 0% and 250% of that executive officer’s target bonus based, either entirely or in part, on our achievement of certain corporate and divisional performance criteria. As discussed in the Compensation Discussion and Analysis, with respect to Messrs. Marc D. Miller and Steve G. Filton, 100% of their 2021 annual incentive bonus was determined using certain corporate performance criteria, and with respect to Messrs. Pember and Peterson, each of their 2021 annual incentive bonus was determined utilizing: (i) 25% of their annual salary based upon the achievement of certain corporate performance criteria, and; (ii) 75% of their annual salary based upon the achievement of certain divisional income targets. As part of his compensation in connection with his role as Executive Chairman of the Board of Directors, which was effective as of January 1, 2021, in March, 2022, our Compensation Committee awarded Mr. Alan B. Miller a $1.0 million discretionary bonus for 2021.

 

(2.)

Estimates calculated based upon 2021 salaries.

 

(3.)

Restricted shares of Class B Common Stock issued under the Company’s 2020 Omnibus Stock and Incentive Plan.

 

(4.)

Stock option awards issued on March 17, 2021 were issued under our 2020 Omnibus Stock and Incentive Plan. Half of the total option award value issued to our named executive officers on March 17, 2021 was issued with a premium exercise price of 10% above the grant date market value and half of the total option award value was issued with an exercise price equal to the grant date market value.

 

(5.)

Represents the full grant date fair value for the option awards, calculated in accordance with ASC 718 as described in our Form 10-K for the year ended December 31, 2021.

Marc D. Miller’s Employment Agreement as Chief Executive Officer, effective January 1, 2021, as amended on March 23, 2022

Mr. Marc D. Miller was appointed Chief Executive Officer (“CEO”) and President effective January 1, 2021. He has served as President since May, 2009 and prior thereto served as Senior Vice President and co-head of our Acute Care Hospitals since 2007.

Certain elements of Mr. Marc D. Miller’s compensation for 2021 were determined by the terms of his employment agreement that was entered into on December 23, 2020, with an effective date of January 1, 2021. Pursuant to the terms of the employment agreement, Mr. Marc D. Miller will serve as CEO with a term scheduled to end on January 1, 2026, subject, however, to earlier termination, and subject further to automatic renewal for additional one-year periods unless either party elects otherwise. On March 23, 2022, we entered into an amendment to the employment agreement with Mr. Marc D. Miller which increased his annual bonus opportunity and annual base salary, as discussed below.

 

 

 

48

Universal Health Services, Inc. 2022 Proxy Statement


Grants of Plan-Based Awards

 

 

 

Pursuant to the terms of his employment agreement, as amended on March 23, 2022, Marc Miller’s salary as our Chief Executive Officer will be $1,300,000 for 2022 which is an 18.2% increase over his 2021 base salary. Mr. Marc D. Miller is also entitled to an annual bonus opportunity target equal to 150% of his 2022 salary (previous annual bonus opportunity was equal to 100% of his 2021 salary). Mr. Marc Miller’s Agreement was also amended to narrow the circumstances under which Mr. Marc D. Miller can resign from employment with good reason and receive acceleration of future long-term incentive awards, including his Performance Based Restricted Stock Units. The amount of the annual bonus for any year may be more or less than the target amount and will be determined by the Board of Directors in accordance with pre-established performance measures. Additionally, Mr. Marc D. Miller may also be paid during the term of his employment agreement, bonuses and other compensation as may from time to time be determined by the Board of Directors.

Mr. Marc D. Miller participates in benefit plans and programs that are made available to other employees and will be eligible to receive annual awards under the Company’s long-term incentive plan(s) (“LTIP”) as in effect from time to time, which will be subject to conditions as are consistent with terms and conditions applicable to LTIP awards made to other senior executives of the Company, subject to certain acceleration rights upon a qualifying termination of employment as set forth in his employment agreement.

For a further description of the employment agreement, please refer to the Potential Payments Upon Termination or Change-in-Control section below. For a further description of the compensation setting process with respect to Mr. Marc D. Miller, please refer to the Compensation Discussion and Analysis section above. For a further description of Mr. Marc D. Miller’s benefits under the Company’s Supplemental Executive Retirement Income Plan, please refer to the Pension Benefits section below.

Alan B. Miller’s Employment Agreement as Executive Chairman, effective January 1, 2021, as amended on March 23, 2022

Mr. Alan B. Miller was appointed Executive Chairman of the Board effective January 1, 2021. He had been Chairman of the Board and Chief Executive Officer since our inception in 1978 and also served as President from inception until 2009.

Certain elements of Mr. Alan B. Miller’s compensation for 2022 will be determined by the terms of his employment agreement that was entered into on December 23, 2020, with an effective date of January 1, 2021. Pursuant to the terms of the employment agreement, as amended on March 23, 2022, Alan B. Miller will serve as Executive Chairman with a term scheduled to end on January 1, 2024, subject, however, to earlier termination, and subject further to automatic renewal for additional one year periods unless either party elects otherwise.

Mr. Alan B. Miller’s salary as our Executive Chairman will be $1,000,000 for 2022 which is unchanged from his 2021 base salary. Additionally, Mr. Alan Miller may also be entitled to bonuses and other compensation as may from time to time be determined by the Board of Directors. Mr. Alan B. Miller will also be eligible to receive annual awards under the Company’s LTIP as in effect from time to time, which will be subject to conditions as are consistent with terms and conditions applicable to LTIP awards made to other senior executives of the Company, subject to certain acceleration rights upon a qualifying termination of employment as set forth in his employment agreement. Mr. Alan Miller’s Agreement was amended to narrow the circumstances under which Mr. Alan B. Miller can resign from employment with good reason and receive acceleration of future long-term incentive awards, including his Performance Based Restricted Stock Units.

Mr. Alan B. Miller participates in benefit plans and programs that are made available to other employees and he receives certain executive perquisites, including, but not limited to, split dollar life insurance benefits, payment of certain automobile costs, payment of country club dues, tax and accounting services, use of a private plane for personal purposes for up to 60 hours per year, subject to reimbursement by Mr. Alan B. Miller of the incremental costs incurred at market rates, and such other fringe benefits as the Compensation Committee of our Board of Directors may determine (as discussed in the Compensation Discussion and Analysis).

For a further description of the employment agreement, please refer to the Potential Payments Upon Termination or Change-in-Control section below. For a further description of the compensation setting process with respect to Mr. Alan B. Miller, please refer to the Compensation Discussion and Analysis section above. For a further description of Mr. Alan B. Miller’s benefits under the Company’s Executive Retirement Income Plan, please refer to the Pension Benefits section below.

 

 

 

49

Universal Health Services, Inc. 2022 Proxy Statement


Grants of Plan-Based Awards

 

 

 

Alan B. Miller’s Restricted Stock Grants in 2020 and 2019, as Chief Executive Officer

Pursuant to the terms of Mr. Alan B. Miller’s 2013 Employment Agreement, which has since been replaced by the employment agreement that was entered into on December 23, 2020, and became effective on January 1, 2021, in March of 2020 and 2019, as indicated below, the Compensation Committee approved the issuance of restricted shares of our Class B Common Stock to Mr. Alan Miller pursuant to the Amended and Restated 2010 Employees’ Restricted Stock Purchase Plan.

The restricted shares issued in each of March 2020 and 2019 had a grant date market value of $1.0 million. The March of 2020 and 2019 restricted stock grants had a vesting schedule of 50% on each of the first and second anniversaries of the date of grant. The forfeiture of these shares prior to the vesting dates are determined pursuant to the terms set forth in the Restricted Stock Purchase Agreement. Dividends declared by the Company are paid with respect to outstanding shares of restricted stock.    

 

 

14,774 restricted shares of our Class B Common Stock issued on March 18, 2020 (grant date market value of $67.69 per share).

 

 

7,462 restricted shares of our Class B Common Stock issued on March 20, 2019 (grant date market value of $134.02 per share).

 

 

 

50

Universal Health Services, Inc. 2022 Proxy Statement


OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2021

The following table provides information about the number of outstanding equity awards held by our named executive officers at December 31, 2021.

 

    Option Awards(1.)     Stock Awards(2.)
    Number of
Securities
Underlying
Unexercised
Options (#)
    Number of
Securities
Underlying
Unexercised
Options (#)
    Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options

(#)
  Option
Exercise
Price

($)
    Option
Expiration

Date
    Number
of
Shares
or Units
of Stock
That
Have
Not
Vested

(#)
    Market
Value of
Shares or
Units of
Stock
That Have
Not Vested

($)(4.)
    Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units  or
Other
Rights
That
Have Not
Vested

(#)
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested

($)

Name

  Exercisable     Unexercisable  

Marc D. Miller

    103,000       0     0   $ 124.56         03/28/2022       0       0     0   0
    75,000       25,000     0   $ 119.64       04/12/2023       0       0     0   0
    50,000       50,000     0   $ 134.02       03/19/2024       0       0     0   0
    12,500       37,500     0   $ 67.69       03/17/2025       0       0     0   0
    14,805       44,415     0   $ 74.46       03/17/2025       0       0     0   0
    0       125,000     0   $ 138.80       03/16/2026       0       0     0   0
    0       140,425     0   $ 152.68       03/16/2026       0       0     0   0

Alan B. Miller

                10,619         1,376,860     0   0
    590,000           0   $ 124.56       03/28/2022       0       0     0   0
    442,500       147,500     0   $ 119.64       04/12/2023       0       0     0   0
    295,000       295,000     0   $ 134.02       03/19/2024       0       0     0   0
    73,750       221,250     0   $ 67.69       03/17/2025       0       0     0   0
    87,350       262,049     0   $ 74.46       03/17/2025       0       0     0   0
    0       125,000     0   $ 138.80       03/16/2026       0       0     0   0
    0       140,425     0   $ 152.68       03/16/2026       0       0     0   0

Steve G. Filton

    70,000           0   $ 124.56       03/28/2022       0       0     0   0
    52,500       17,500     0   $ 119.64       04/12/2023       0       0     0   0
    35,000       35,000     0   $ 134.02       03/19/2024       0       0     0   0
    8,750       26,250     0   $ 67.69       03/17/2025       0       0     0   0
    10,364       31,090     0   $ 74.46       03/17/2025       0       0     0   0
    0       39,200     0   $ 138.80       03/16/2026       0       0     0   0
    0       44,037     0   $ 152.68       03/16/2026       0       0     0   0

Marvin G. Pember

    30,000       0     0   $ 124.56       03/28/2022       0       0     0   0
    35,000       17,500     0   $ 119.64       04/12/2023       0       0     0   0
    35,000       35,000     0   $ 134.02       03/19/2024       0       0     0   0
    8,750       26,250     0   $ 67.69       03/17/2025       0       0     0   0
    10,364       31,090     0   $ 74.46       03/17/2025       0       0     0   0
    0       39,350     0   $ 138.80       03/16/2026       0       0     0   0
      0       44,206     0   $ 152.68       03/16/2026       0       0     0   0

 

 

 

51

Universal Health Services, Inc. 2022 Proxy Statement


Outstanding Equity Awards at December 31, 2021

 

 

 

    Option Awards(1.)     Stock Awards(2.)
    Number of
Securities
Underlying
Unexercised
Options (#)
    Number of
Securities
Underlying
Unexercised
Options (#)
    Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options

(#)
  Option
Exercise
Price

($)
    Option
Expiration

Date
    Number
of
Shares
or Units
of Stock
That
Have
Not
Vested

(#)
    Market
Value of
Shares or
Units of
Stock
That Have
Not Vested

($)(4.)
    Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units  or
Other
Rights
That
Have Not
Vested

(#)
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested

($)

Name

  Exercisable     Unexercisable  

Matthew J. Peterson(3.)

    16,667       33,333     0   $ 151.99       09/17/2024       0       0     0   0
    0       18,750     0   $ 67.69       03/17/2025       0       0     0   0
    0       22,207     0   $ 74.46       03/17/2025       0       0     0   0
    0       33,700     0   $ 138.80       03/16/2026       0       0     0   0
      0       37,859     0   $ 152.68       03/16/2026       0       0     0   0

 

1.

Stock option awards. The stock options issued to Mr. Matthew J. Peterson on September 18, 2019 are scheduled to vest in three equal installments on the second, third and fourth anniversaries of the grant date. All other stock options are scheduled to vest ratably on the first, second, third and fourth anniversary dates from the date of grant. The applicable grant dates for the options indicated above are set forth below:

 

   

On March 29, 2017, stock options were granted with an exercise price of $124.56.

 

   

On April 13, 2018, stock options were granted with an exercise price of $119.64.

 

   

On March 20, 2019, stock options were granted with an exercise price of $134.02.

 

   

On September 18, 2019, stock options were granted with an exercise price of $151.99.

 

   

On March 18, 2020, stock options were granted with an exercise price of $67.69.

 

   

On March 18, 2020, stock premium stock options were granted with a 10% premium exercise price of $74.46.

 

   

On March 17, 2021, stock options were granted with an exercise price of $138.80.

 

   

On March 17, 2021, stock premium stock options were granted with a 10% premium exercise price of $152.68.

 

2.

Restricted Stock Awards. The outstanding restricted stock awards for Mr. Alan B. Miller vested as follows: 3,232 shares on January 17, 2022 and 7,387 shares on March 18, 2022.

 

3.

Mr. Peterson was hired by the Company in September 2019 and was awarded stock options upon the commencement of his employment, which are scheduled to vest in three equal installments on the second, third and fourth anniversaries of the grant date.

 

4.

Based on the closing sale price of the Class B Common Stock on the New York Stock Exchange on December 31, 2021 of $129.66 per share.

 

 

 

52

Universal Health Services, Inc. 2022 Proxy Statement


OPTION EXERCISES AND STOCK VESTED

The following table provides information about stock option exercises by, and the vesting of stock for, our named executive officers during fiscal year 2021:

 

     Option Awards      Stock Awards  

Name

  

Number of Shares

Acquired on Exercise

(#)

    

Value Realized

on Exercise

($)

    

Number of Shares

Acquired on Vesting

(#)(1.)

    

Value Realized

on Vesting

($)

 

Marc D. Miller

          $             $  

Alan B. Miller

          $        18,364      $ 2,510,864  

Steve G. Filton

     20,000      $ 254,800             $  

Marvin G. Pember

     13,750      $ 196,763             $  

Matthew J. Peterson

     13,653      $ 1,076,062             $  

 

(1.)

Restricted stock for Alan B. Miller vested as follows:

 

   

On January 17, 2021, 3,231 shares at $132.48 per share.

   

On March 18, 2021, 7,387 shares at $138.80 per share.

   

On March 20, 2021, 3,731 shares at $138.00 per share.

   

On March 29, 2021, 4,015 shares at $135.15 per share.

 

 

 

53

Universal Health Services, Inc. 2022 Proxy Statement


PENSION BENEFITS

Executive Retirement Income Plan (“ERIP”)

In October 1993, the Board of Directors adopted the ERIP, which was subsequently closed to new participants effective January 1, 2015. Pursuant to the terms of the ERIP, certain management or other highly compensated employees, who had been previously designated as plan participants by our Board of Directors prior to December 31, 2014, and who had completed at least 10 years of active employment with us, may receive retirement income benefits.

Subject to certain conditions, the monthly benefit is payable to a participant who retires after he or she reaches age 62 (applicable to participants added to the plan before 2008) or age 65 (applicable to participants added to the plan after January 1, 2008). The benefit is equal to 3% of the employee’s average monthly base salary over the three years preceding retirement multiplied by the number of qualified years (not to exceed 10) of the participant’s employment with us.

Upon attaining the qualified age of retirement as stipulated in the plan, subject to certain conditions, payment of ERIP benefits are made to participants in 60 monthly installments following their retirement date. In certain circumstances, the participant may elect to receive the present value of the payments in one lump sum or receive payments over a period of 10 years. If a participant’s employment with us is terminated prior to their qualified age of retirement, no ERIP benefits will be payable unless the Board of Directors, in its full discretion, determines otherwise.

In 2018, upon commencement of the Supplemental Executive Retirement Income Plan (“SERIP”), as discussed below, certain participants of the ERIP, who had not yet approached their qualified age of retirement, were given the option to remain in the ERIP or convert their participation into the SERIP. Please see Supplemental Executive Retirement Income Plan below for additional disclosure related to participants who elected to convert from the ERIP to the SERIP.

Mr. Alan B. Miller remains a participant in the ERIP. Mr. Alan B. Miller’s aggregate benefit payable under the ERIP (for the 60 months in which the participant receives benefits), assuming retirement as of December 31, 2021, amounted to approximately $2.6 million. Pursuant to Alan B. Miller’s employment contract dated December 23, 2020, for purposes of the ERIP, the monthly compensation for the three years preceding retirement shall be deemed to be the average monthly compensation for the three years ended immediately prior to January 1, 2021. As discussed below, Marc D. Miller and Steve G. Filton converted their ERIP participation into the SERIP. Marvin G. Pember and Matthew J. Peterson were not previously ERIP participants.

The following tables provide information about pension benefits pursuant to our ERIP for our named executive officer, as described below.

 

Name

  

Number

of Years

Credited

Service

(#)

  

Value of

Accumulated

Benefit

($)(1.)

    

Payments

During

Last Fiscal

Year ($)

Alan B. Miller

   43    $ 2,270,794      0

 

(1.)

4% discount rate applied over the projected post-retirement 5-year payout period.

Supplemental Executive Retirement Income Plan (“SERIP”)

In July, 2018, the Board of Directors adopted the SERIP. Pursuant to the terms of the SERIP, a select group of management or other highly compensated employees may be designated as plan participants. Our SERIP, which is subject to the applicable provisions of Internal Revenue Code Section 409A, provides eligible employees with annual employer contributions which are entirely at the Company’s discretion. Generally, each annual contribution vests on the earlier of: (i) the 5th anniversary of the date of funding to the participant’s account, or; (ii) the participant attaining the qualified age of retirement (either age 62 or age 65, as stipulated in the SERIP). The SERIP also provides for discretionary alternative vesting schedules for certain supplemental discretionary contributions made on an individual basis. Upon attaining the SERIP’s qualified age of retirement, distributions are paid in 10 annual installments to the participant upon the participants retirement. Distributions due to events other than retirement are paid in a lump sum. Our obligation to make payments of amounts credited to participants’ accounts is a general unsecured obligation.

 

 

 

54

Universal Health Services, Inc. 2022 Proxy Statement


Pension Benefits

 

 

 

As discussed above, a select group of employees who were previously participants in the ERIP and elected to convert to the SERIP, have been provided with an unfunded, lump sum conversion balance that was credited to the participant’s SERIP account. The unfunded ERIP conversion balances transferred to the SERIP, which were computed based upon the participant’s 2017 salary and will remain permanently unchanged after conversion, are payable over 60 monthly installments, if the participant attains their qualified age of retirement, as previously stipulated in the ERIP. If the participant does not attain their qualified age of retirement, the ERIP conversion balance is forfeited unless the Board of Directors, in its full discretion, determined otherwise. For ERIP participants who elected to convert to the SERIP, their participation in the ERIP was terminated upon conversion and no future benefits will be earned pursuant to the ERIP. SERIP participants who converted from the ERIP are entitled to future benefits pursuant to the terms of the SERIP.

Marc D. Miller and Steve G. Filton elected to convert their ERIP participation into the SERIP. As a result of their elections, their unfunded ERIP conversion balances, which are reflected below and were computed based upon their 2017 salaries, will remain permanently unchanged. Marvin G. Pember and Matthew J. Peterson, who were not previously ERIP participants, also participate in the SERIP.

The following tables provide information about pension benefits pursuant to our SERIP for our named executive officers as described below.

 

   

SERIP
Beginning
Balance
1/1/2021
($)

 

   

Company SERIP

Contributions in Last

Fiscal Year

($)(1.)

 

 

SERIP
Gains

in Last
Fiscal

Year

($)

 

   

SERIP

Distributions

($)

 

  SERIP Balance
at Last Fiscal
Year-End
($)
   

ERIP
Conversion
Balance to
SERIP

 

   

Aggregate
Balance

at Last
Fiscal

Year-End
($)

 

 

Name

  Vested     Unvested  

Marc D. Miller

  $ 174,666     $52,002   $ 17,744     $0   $ 0     $ 244,412     $ 1,136,438     $ 1,380,850  

Steve G. Filton

  $ 132,947     $41,232   $ 6,663     $0   $ 180,842     $ 0     $ 919,340     $ 1,100,182  

Marvin G. Pember

  $ 307,562     $42,906   $ 13,165     $0   $ 363,633     $ 0     $ 0     $ 363,633  

Matthew J. Peterson

  $ 11,909     $36,408   $ 570     $0   $ 0     $ 48,887     $ 0     $ 48,887  

 

(1.)

Amounts represent discretionary contributions made by the Company during 2021 to the SERIP accounts.

Deferred Compensation

Our Deferred Compensation Plan, which is subject to the applicable provisions of Internal Revenue Code Section 409A provides that eligible employees may elect to defer a portion of their base salary and bonus award into investment options in lieu of receiving cash. Under the Deferred Compensation Plan, an employee is deemed eligible if their base compensation for 2021 was $130,000 or higher and they are performing duties in a qualified position. The base compensation threshold is adjusted annually for cost-of-living increases.

Pursuant to the terms of the Deferred Compensation Plan, the minimum annual amount that can be deferred is 1% of an employee’s base salary. No more than 50% of an employee’s base salary or 95% of an employee’s annual bonus may be deferred under the Deferred Compensation Plan in any calendar year. Employees may allocate a portion of their deferred compensation to be distributed in a lump sum or installments to begin at retirement or a scheduled distribution date. The available investment options consist of certain mutual funds which include: (i) conservative (e.g. money markets or bonds); (ii) moderately conservative (e.g. balanced funds), and; (iii) aggressive (e.g. domestic and international equity). Our obligation to make payments of amounts credited to participants’ deferred compensation accounts is a general unsecured obligation. In addition, under the Deferred Compensation Plan, we may make discretionary contributions on behalf of an eligible employee. Since inception of the Deferred Compensation Plan, we have not made any discretionary contributions on behalf of employees.

Our obligations under the Deferred Compensation Plan in connection with an employee’s retirement account are payable, beginning at retirement at age 55 and 10 years of service for deferrals made prior to January 1, 2016, and age 55 and 5 years of service for deferrals made on or after January 1, 2016, in equal installments over a ten year period; except that an employee may make a distribution election to receive the balance of the participant’s retirement account in either a single lump sum or equal

 

 

 

55

Universal Health Services, Inc. 2022 Proxy Statement


Pension Benefits

 

 

 

annual or less frequent installments over a period not to exceed ten years. For deferrals made on or after January 1, 2016, an employee may elect to defer the retirement distribution to begin one year following retirement. An employee or designated beneficiary will receive a lump sum as a result of death, disability, or termination, other than for retirement. An employee may change his distribution elections by making new distribution elections at least 12 months prior to the date on which such payment was otherwise scheduled to be made and must be delayed until a date that is at least five years after the date the distribution was previously scheduled to begin.

Our obligations under the Deferred Compensation Plan in connection with an employee’s scheduled distribution are payable in a lump sum or installments of two to ten years, commencing on the date indicated by the employee. If the employee’s employment is terminated prior to the distribution of obligations in accordance with a scheduled distribution then the amounts credited to such accounts will be transferred to the employee’s retirement account and distributed in accordance with the employee’s distribution election for that account.

If an employee experiences a financial hardship that is the result of an “unforeseeable emergency,” as defined under the Deferred Compensation Plan, he or she may apply to the administrator of the Deferred Compensation Plan for an emergency withdrawal against his or her accounts. Such an emergency withdrawal may be allowed at the discretion of the administrator, in which case the employee’s account will be reduced accordingly.

 

 

 

56

Universal Health Services, Inc. 2022 Proxy Statement


NONQUALIFIED DEFERRED COMPENSATION

The following table provides information about our Deferred Compensation Plan for our named executive officers.

 

Name

  

Executive Contributions

in Last Fiscal Year

($)(1.)

  

Company

Contributions in Last

Fiscal Year

($)

  

Aggregate Earnings

in Last Fiscal

Year

($)

  

Aggregate

Withdrawals /

Distributions

($)

 

Aggregate Balance

at Last Fiscal

Year-End

($)

Marc D. Miller

     $ 0      $ 0      $ 56,800      $ 0     $ 314,996

Alan B. Miller

     $ 0      $ 0      $ 513,632      $ 0     $ 3,529,781

Steve G. Filton

     $ 0      $ 0      $ 0      $ 0     $ 0

Marvin G. Pember

     $ 368,284      $ 0      $ 779,988      $ (33,477 )     $ 5,162,590

Matthew J. Peterson

     $ 137,139      $ 0      $ 49,862      $ 0     $ 404,410

 

(1.)

Amounts included in “salary” in the Summary Compensation Table.

Split-Dollar Life Insurance Agreements:

See Split-Dollar Life Insurance Agreements as included above in this Proxy Statement.

Potential Payments Upon Termination or Change-in-Control

Potential Payments Upon Termination

Alan B. Miller January 1, 2021 Employment Agreement:

On December 23, 2020, we entered into a new employment agreement with Alan B. Miller (“New Employment Agreement”) which provides the terms and conditions on Mr. Alan Miller’s continuing service with the Company and supersedes the previous amended and restated employment agreement dated as of July 24, 2013. The New Employment Agreement became effective on January 1, 2021 and contemplates that Mr. Alan Miller will be employed by the Company as Executive Chairman of the Board of Directors of the Company and provides for automatic annual renewals unless either party elects otherwise at least one year in advance. Mr. Alan Miller’s Agreement was also amended to make certain changes to narrow the circumstances under which Mr. Alan Miller can resign from employment with good reason and receive acceleration of future long-term incentive awards, including his Performance Based Restricted Stock Units.

In general, Mr. Alan Miller’s long-term stock-based incentives awards granted during or before employment as Executive Chairman will become fully vested upon termination of his employment as Executive Chairman at the time such employment ends, other than by us for “cause” or voluntarily by Mr. Alan Miller before or at the end of the applicable term (under circumstances not involving a breach of the New Employment Agreement by us).

If Mr. Alan Miller’s employment is terminated for “cause”, as defined in the New Employment Agreement, he will be entitled to any benefits payable to or earned by Mr. Alan Miller with respect to any period of his employment or other service prior to the date of such discharge.

If Mr. Alan Miller’s employment is terminated due to his disability, Mr. Alan Miller shall be paid an amount equal to one-half of Mr. Alan Miller’s base salary, payable in twelve equal monthly installments. Additionally, Mr. Alan Miller would be entitled to the accelerated vesting of his unvested long-term stock-based incentive awards granted before employment as Executive Chairman.

If Mr. Alan Miller’s employment or service terminates due to his death, Mr. Alan Miller’s beneficiary shall receive any salary and reimbursements that would otherwise have been payable to Mr. Alan Miller as of the date of his death in addition to any life insurance benefits under insurance policies maintained on Mr. Alan Miller’s life by us and for which Mr. Alan Miller had the right to designate the beneficiary.

If Mr. Alan Miller terminates his employment or other service under the New Employment Agreement because of a material change in the duties of his office or any other breach by us of our obligations, or in the event of the termination of Mr. Alan Miller’s employment by us without cause or otherwise in breach of the New Employment Agreement, subject to the terms of his Employment Agreement, Mr. Alan Miller will generally continue to receive for the remainder of the employment term all of the cash

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


Nonqualified Deferred Compensation

 

 

 

compensation, long-term equity incentive compensation and other benefits as if his employment or service had not terminated, and the vesting of his long-term incentive plan awards will accelerate. We may condition Mr. Alan Miller’s right to receive any severance benefits on his execution of a general release in favor of us.

The following table provides quantitative disclosure of the estimated payments that would be made to Mr. Alan Miller under his New Employment Agreement as of December 31, 2021, the last business day of our fiscal 2021:

 

     

Cash

Severance

Payment

($)

    

Perquisites/

Benefits

($)

    

Vesting

Acceleration

of Previously

Granted Stock

Based

Awards

($)(d.)

    

Long
Term

Incentive

Plan

Awards
($)

    

Total

Termination

Benefits

($)

 

Alan B. Miller

              

Termination by Us for “Cause”

   $ 0           $ 0           $ 0                $ 0                $ 0  

Termination Due to Mr. Alan
Miller’s Disability

   $ 500,000(a.)      $ 0           $ 31,030,907                $ 0                $ 31,530,907  

Termination Due to Mr. Alan
Miller’s Death

   $ 0          $ 0           $ 31,030,907                $ 0                $ 31,030,907  

Termination by Mr. Alan Miller
for “Breach by the Company”
or Termination by the
Company Without Cause

   $ 2,020,000(b.)      $ 2,010,723(c.)      $ 31,030,907                $ 0                $ 35,061,630  

 

(a.)

Based upon 50% (6 months) of Mr. Alan Miller’s estimated 2022 base salary.

 

(b.)

Assumes (i) continuation of all cash compensation through 2023 (automatic annual renewal termination date), and; (ii) annual base salary increase of 2.0% through 2023.

 

(c.)

Assumes (i) continuation of all entitled perquisites through 2023; (ii) continuation of insurance premiums in connection with long-term disability, our 401(k) match and other charges, all of which were based upon the actual 2021 amounts. Additionally, assumes premiums due in connection with split-dollar life insurance agreements through 2023. Please see the Summary Compensation and the All Other Compensation table included herein.

 

(d.)

Represents the intrinsic value of the accelerated stock options and restricted stock awards based upon the closing price per share of the Class B Common Stock on the NYSE on December 31, 2021 of $129.66 per share. The full grant date fair values of these awards were included in the Summary Compensation Table in the year of original grant.

Marc D. Miller January 1, 2021 Employment Agreement:

On December 23, 2020, we entered into an employment agreement with Marc D. Miller (“MDM Employment Agreement”) which provides for the employment of Mr. Marc Miller as Chief Executive Officer (“CEO”) for an initial term beginning January 1, 2021 and ending on January 1, 2026, subject to earlier termination in accordance with its terms, and subject to automatic annual renewal for additional one-year periods unless either party elects to terminate the terms of Mr. Marc Miller’s employment at the end of the initial term or at the end of the renewal term by giving one year’s advance written notice of such termination. On March 23, 2022, Mr. Marc Miller’s Agreement was also amended to narrow the circumstances under which Mr. Marc Miller can resign from employment with good reason and receive acceleration of future long-term incentive awards, including his Performance Based Restricted Stock Units. At all times during the term of employment, Mr. Marc Miller shall be nominated to serve as a member of the Board of Directors.

In general, Mr. Marc Miller’s long-term stock-based incentives awards granted during or before employment as CEO will become fully vested upon termination of his employment as CEO at the time such employment ends, other than by us for “cause” or voluntarily by Mr. Marc Miller before or at the end of the applicable term (under circumstances not involving a breach of the MDM Employment Agreement by us).

If Mr. Marc Miller’s employment is terminated for “cause”, as defined in the MDM Employment Agreement, he will be entitled to any benefits payable to or earned by Mr. Marc Miller with respect to any period of his employment or other service prior to the date of such discharge.

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


Nonqualified Deferred Compensation

 

 

 

If Mr. Marc Miller’s employment is terminated due to his disability, Mr. Marc Miller shall be paid a pro rata portion of the annual bonus which would otherwise have been payable for the year in which his employment terminates, plus an amount equal to one-half of Mr. Marc Miller’s base salary, payable in twelve equal monthly installments.

If Mr. Marc Miller’s employment or service terminates due to his death, Mr. Marc Miller’s beneficiary shall receive any salary and reimbursements that would otherwise have been payable to Mr. Marc Miller as of the date of his death, in addition to a pro rata portion of the annual bonus which would otherwise have been payable for the year of his death. Mr. Marc Miller’s beneficiary shall also receive any life insurance benefits under insurance policies maintained on Mr. Marc Miller’s life by us and for which Mr. Marc Miller had the right to designate the beneficiary.

If Mr. Marc Miller terminates his employment or other service under the MDM Employment Agreement because of a material change in the duties of his office or any other breach by us of our obligations, or in the event of the termination of Mr. Marc Miller’s employment by us without cause or otherwise in breach of the MDM Employment Agreement, subject to the terms of his Employment Agreement, Mr. Marc Miller will generally continue to receive for the remainder of his employment term all of the cash compensation, long-term equity incentive compensation and other benefits as if his employment or service had not terminated, and the vesting of his long-term incentive plan awards will accelerate. We may condition Mr. Marc Miller’s right to receive any severance benefits on his execution of a general release in favor of us.

The following table provides quantitative disclosure of the estimated payments that would be made to Mr. Marc Miller under his employment agreement as of December 31, 2021, the last business day of our fiscal 2021 assuming the Employment Agreement would have been in effect at that time:

 

     

Cash

Severance

Payment

($)

    

Perquisites/

Benefits

($)

    

Vesting

Acceleration

of Previously

Granted
Stock

Based

Awards

($)(d.)

    

Long
Term

Incentive

Plan

Awards
($)

    

Total

Termination

Benefits

($)

 

Marc D. Miller

              

Termination by Us for “Cause”

   $ 0           $ 0           $ 0                $ 0                $ 0  

Termination Due to Mr. Marc
Miller’s Disability

   $ 1,122,000(a.)      $ 0           $ 5,026,083                $ 0                $ 6,148,083  

Termination Due to Mr. Marc
Miller’s Death

   $ 0           $ 0           $ 5,026,083                $ 0                $ 5,026,083  

Termination by Mr. Marc Miller
for “Breach by the Company”
or Termination by the
Company Without Cause

   $ 9,248,888(b.)      $ 265,472(c.)      $ 5,026,083                $ 0                $ 14,540,443  

 

(a.)

Based upon 50% of the targeted 2022 non-equity incentive plan bonus award and 50% (6 months) of Mr. Marc Miller’s estimated 2022 base salary. Under Mr. Marc Miller’s March 23, 2022 Amended Employment Agreement, cash severance payments for termination due to disability would be $1,625,000.

 

(b.)

Assumes (i) continuation of all cash compensation through 2025 (automatic annual renewal termination date); (ii) annual base salary increase of 2.0% through 2025, and; (iii) an annual bonus award equal to 100% of his estimated base salary through 2025, which assumes the achievement of the bonus opportunity target. Under Mr. Marc Miller’s March 23, 2022 Amended Employment Agreement, cash severance payments for termination due to a breach by the company or termination without cause would be $13,395,226.

 

(c.)

Assumes (i) continuation of insurance premiums in connection with long-term disability, our 401(k) match and other charges, all of which were based upon the actual 2021 amounts, and, (ii) continuation of SERIP plan contributions.

 

(d.)

Represents the intrinsic value of the accelerated stock options and restricted stock awards based upon the closing price per share of the Class B Common Stock on the NYSE on December 31, 2021 of $129.66 per share. The full grant date fair values of these awards were included in the Summary Compensation Table in the year of original grant.

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


Nonqualified Deferred Compensation

 

 

 

Other Executive Officers

In addition, in the event of an involuntary termination of their respective employment by the Company without cause, Mr. Pember and Mr. Peterson are each entitled to receive salary continuation for 12 months and Mr. Peterson is also entitled to reimbursement of a portion of his COBRA premium for 12 months. Assuming such an involuntary termination of their respective employment had occurred as of December 31, 2021, Mr. Pember and Mr. Peterson would be entitled to receive aggregate cash severance payments of $740,133 and $626,381, respectively, and Mr. Peterson would have been entitled to the reimbursement of a portion of his COBRA premium aggregating to $20,969.

Potential Payments upon a Change of Control

Pursuant to our Third Amended and Restated 2005 Stock Incentive Plan and our 2020 Omnibus Stock and Incentive Plan, (as of December 31, 2021, all unvested stock options of our named executive officers were granted under these two plans), all of our employees receive full acceleration of the vesting of any unvested stock options in the event that such stock options are not assumed or substituted by the surviving or acquiring company following a change of control of the Company. The intrinsic value of our named executive officers’ stock options for which vesting would have accelerated assuming a change in control of the Company in which equity awards are not assumed or substituted had occurred as of December 31, 2021, is as follows: Alan B. Miller: $29,653,917; Marc D. Miller: $5,026,083; Steve G. Filton: $3,518,230; Marvin G. Pember: $6,058,510; and Matthew J. Peterson: $2,387,764. Additionally, the intrinsic value of Alan B. Miller’s restricted stock grant awards for which vesting would have accelerated assuming a change in control of the Company in which equity awards are not assumed or substituted had occurred as of December 31, 2021 was $1,376,860. Such intrinsic values of the accelerated stock options and accelerated restricted stock awards were calculated based upon the closing price per share of our common stock on December 31, 2021 of $129.66 as reported on the NYSE. Vesting acceleration of stock option awards and restricted stock grant awards, if such equity awards are not assumed or substituted, is the only benefit provided to our named executive officers in the event of a change of control. In the event of a termination of employment following a change in control of the Company, the named executive officers may be entitled to payments and benefits as described above under “Potential Payments Upon Termination”.

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Marc D. Miller, the current Chief Executive Office and President.

As is permitted under the SEC rules, we reasonably determined our median employee by using the greater of total annual W-2 wages of employees both in the U.S. and the U.K. who were employed as of December 31, 2021 (excluding Mr. Marc Miller) or calculated annualized pay for those who commenced work during 2021 or were on a leave of absence. The employee population consisted of our full-time, part-time and temporary employees. The inclusion of part-time and temporary employees reduces the median of the annual total compensation for the overall group of our employees. Due to the amount of turnover and job status changes that exist in the healthcare industry, we recalculated the median employee in 2021 and determined that person’s total compensation was $45,454. The ratio of CEO pay to median worker pay is 309:1.

The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


DIRECTOR COMPENSATION

2021 Director Compensation:

The following table provides information concerning the compensation of our non-employee Directors for 2021.

 

Name

  

Fees

Earned

or Paid in

Cash

($)

  

Grant Date

Fair Value

Stock Awards(1.)

($)

  

Grant Date

Fair Value

Option Awards(2.)

($)

  

Non-Equity

Incentive Plan

Compensation

($)

  

All Other

Compensation

($)

  

Total

($)

Lawrence S. Gibbs

     $ 85,232      $ 0      $ 404,199      $ 0      $ 0      $ 489,431

Eileen C. McDonnell

     $ 94,000      $ 0      $ 404,199      $ 0      $ 0      $ 498,199

Warren J. Nimetz

     $ 66,000      $ 0      $ 404,199      $ 0      $ 0      $ 470,199

Maria R. Singer

     $ 83,232      $ 0      $ 404,199      $ 0      $ 0      $ 487,431

Elliot J. Sussman, M.D.

     $ 93,158      $ 0      $ 404,199      $ 0      $ 0      $ 497,357

 

(1.)

There were no restricted stock awards made to our non-employee directors during 2021.

 

(2.)

Each non-employee director received 10,000 stock options on March 17, 2021, which had a grant date fair value of $404,199 or $40.42 per share.

As of December 31, 2021 the following stock options were outstanding for each active director:

 

   

Lawrence S. Gibbs

     50,000  

Eileen C. McDonnell

     30,000  

Warren J. Nimetz

     40,000  

Maria R. Singer

     20,000  

Elliot J. Sussman, M.D.

     27,500  

2021 Cash Compensation. During 2021, all non-employee directors received a pro rata annual retainer of $65,000 for service on the Board of Directors. Additionally, during 2021, Eileen C. McDonnell, Chairperson of the Audit Committee received an annual retainer of $10,000 for her services in that capacity. Lawrence S. Gibbs, Maria R. Singer and Elliott J. Sussman, M.D. members of the Audit Committee, each received an annual pro rata retainer of $2,500 for services in that capacity. Eileen C. McDonnell, Chairperson of the Compensation Committee, received an annual retainer of $5,000 for her services in that capacity. Elliot J. Sussman, M.D., Chairman of the Nominating and Governance Committee received an annual retainer of $5,000 for his services in that capacity, as well as a pro-rata retainer fee of $3,658 for his services as Chairman of the Quality and Compliance Committee. Lawrence S. Gibbs and Maria R. Singer, members of the Quality and Compliance Committee, each received an annual pro rate retainer of $3,000.

Each non-employee director also was paid a $1,000 meeting fee for participation in each meeting in excess of 30 minutes. Committee meeting fees paid during 2021 were as follows: Lawrence S. Gibbs and Elliot J. Sussman, M.D. were each paid $16,000, Maria S. Singer was paid $14,000 and Eileen C. McDonnell was paid $13,000. Warren J. Nimetz was not paid any committee meeting fees during 2021. Additionally, during 2021, there was one special meeting held which all the Board of Directors attended. Special meeting fees paid during 2021 were $1,000 to each of Lawrence S. Gibbs, Eileen C. McDonnell, Warren J. Nimetz, Marie R. Singer and Elliot J. Sussman, M.D.

2021 Stock Option Awards. On March 17, 2021, all non-employee directors received options to purchase 10,000 shares of our Class B Common Stock at an exercise price of $138.80 per share. These options had a grant date fair value of $40.42 per share. These stock options were granted under our 2020 Omnibus Stock and Incentive Plan, vest ratably over four years and expire on the fifth anniversary of the grant date.

2022 Director Compensation:

On March 23, 2022, in connection with its annual evaluation of our non-employee director compensation program, the Compensation Committee recommended, and our Board of Directors approved, changes to various elements of compensation for the non-employee members of our Board of Directors.

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


Director Compensation

 

 

 

Below is a general summary of those changes, as compared to 2021:

 

 

Decrease in equity compensation, with accompanying increase in cash compensation.

 

 

Shift from denominating equity awards as a fixed number of shares to a fixed dollar amount.

 

 

Elimination of all committee meeting fees.

After reviewing market data prepared by FW Cook, the Compensation Committee determined that the pay mix for our non-employee director compensation program could be more closely aligned with the non-employee director pay mix at our peer group companies. For example, in 2021, our non-employee directors received 83% of total compensation in the form of equity compensation whereas equity pay of peer group non-employee directors accounted for 60% of total compensation. Conversely, the weighting of cash compensation was significantly below that of our peer group. Accordingly, our Compensation Committee determined that a decrease in equity compensation and accompanying increase in cash compensation (consisting of Board and Committee cash retainers), was warranted. Additionally, all committee meeting fees were eliminated to align with peer group practice.

The Compensation Committee also aligned with peer group practice by: (i) eliminating the use of stock options with five-year vesting and, instead, plan to award restricted stock units (“RSUs”) that vest one day prior to next year’s annual meeting, and; (ii) converting the denomination of equity grants from a fixed number of shares in 2021 (10,000 stock options awarded to each non-employee director) to a fixed dollar value beginning in 2022 (in the form of RSUs with a grant date value of approximately $200,000). Beginning with the 2022 stock-based awards, the Compensation Committee has also decided to shift the annual grant date for the non-employee directors’ awards, which were historically granted at the Board of Directors’ meeting held in March, to the Board of Directors’ meeting held in May, after the Annual Meeting of Stockholders. This timing change is being implemented to align the annual stock-based compensation award date for our non-employee directors, with the annual shareholders’ meeting at which directors are elected, which is held each May.

As compared to 2021, below is a summary of the annual cash retainers and stock-based compensation awards for our non-employee directors after giving effect to the changes implemented in 2022 (the changes to the annual cash retainers are effective as of March 24, 2022).

 

Annual cash retainers:

   2021      2022  

Board member

   $ 65,000          $ 100,000  

Audit Committee Chairperson

   $ 10,000          $ 25,000  

Quality & Compliance Committee Chairperson

   $ 7,500          $ 22,500  

Compensation Committee Chairperson

   $ 5,000          $ 15,000  

Nominating & Governance Committee Chairperson

   $ 5,000          $ 10,000  

Audit Committee Member

   $ 2,500          $ 12,500  

Quality & Compliance Committee Member

   $ 1,500          $ 11,250  

Compensation Committee Member

   $ 0          $ 7,500  

Nominating & Governance Committee Member

   $ 0          $ 5,000  

Meeting fees ($1,000 per Committee meeting)

     (A)      $ 0  

Annual stock-based compensation:

               

Grant date fair value of awards

   $ 404,199      $ 200,000  

 

(A)

During 2021, total combined committee meetings fees of $59,000 were paid to members of the Audit Committee, Quality & Compliance Committee, Compensation Committee and Nominating & Governance Committee for participation in committee meetings in excess of 30 minutes. Effective March 24, 2022, committee meeting fees will no longer be paid.

 

 

 

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Universal Health Services, Inc. 2022 Proxy Statement


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Alan B. Miller serves as the Executive Chairman. Alan B. Miller also serves as the Chairman of the Board of Trustees, CEO and President of Universal Health Realty Income Trust (“UHT”), a publicly traded real estate investment trust which commenced operations in 1986. The Company acts as advisor to UHT pursuant to the terms of an annually renewable advisory agreement and also leases the real property of certain of its facilities from UHT.

Marc D. Miller serves as our Chief Executive Officer (“CEO”), President and a member of our Board of Directors. Marc D. Miller is the son of Alan B. Miller. Marc D. Miller is a named executive officer and therefore the salary and other compensation arrangements between us and Marc D. Miller are disclosed and described throughout this Proxy Statement. Additionally, Marc D. Miller serves as a member of the Board of Trustees of UHT and also serves as a member of the Board of Directors of Premier, Inc., a healthcare performance improvement alliance which contracts with the Company pursuant to a group purchasing agreement.

Warren J. Nimetz, a member of our Board of Directors and a member of the Executive Committee and the Finance Committee, is a Partner in Norton Rose Fulbright US LLP, the law firm we use as outside corporate counsel. We paid approximately $770,000 in legal fees to this law firm in 2021. This law firm also provides personal legal services to Alan B. Miller, our Executive Chairman. Mr. Nimetz is the trustee of certain trusts for the benefit of Alan B. Miller and his family.

Pursuant to our Code of Business Conduct and Corporate Standards, all employees, officers and directors of the Company and its subsidiaries are prohibited from engaging in any relationship or financial interest which is a conflict of interest with, or which interferes or has the potential to interfere with, the interests of the Company or any of its subsidiaries or facilities. In addition, all employees, officers and directors of the Company and its subsidiaries are required to disclose to our chief compliance officer any financial interest or ownership interest or any other relationship that he or she (or a member of his or her immediate family) has with customers, vendors, or competitors of the Company or any of its subsidiaries or facilities.

All employees, officers and directors of the Company and its subsidiaries are prohibited from entering into a related party transaction with the Company without the prior approval of our Chief Compliance Officer. Any request for the Company to enter into a transaction with an employee, officer or director or any of such persons’ immediate family members must first be presented to our Chief Compliance Officer for review, consideration and approval. In approving or rejecting the proposed agreement, our Chief Compliance Officer will consider the relevant facts and circumstances available and deemed relevant, including but not limited to, the risks, costs, and benefits to the Company, the terms of the transactions, the availability of other sources for comparable services or products, and, if applicable, the impact on director independence. Our Chief Compliance Officer shall only approve those agreements that, in light of known circumstances, are in or are not inconsistent with, the Company’s best interests, as determined in good faith by our Chief Compliance Officer.

Except as otherwise disclosed in this Proxy Statement, since the beginning of the Company’s last fiscal year, we have not been a party to, and we have no plans to be a party to, any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any employee, executive officer or director, holder of more than 5% of our voting securities, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest.

Please see “Corporate Governance—Director Independence” for additional information on the independence of our directors.

 

 

 

63

Universal Health Services, Inc. 2022 Proxy Statement


CORPORATE GOVERNANCE

Director Independence

Our Board of Directors has affirmatively determined that four of its seven current members (Lawrence S. Gibbs, Eileen C. McDonnell, Maria R. Singer and Elliot J. Sussman, M.D.) are independent directors under the applicable rules and regulations of the SEC and the New York Stock Exchange listing standards.

In determining independence, the Board of Directors affirmatively determines each year whether directors have any material relationship with us. When assessing the materiality of a director’s relationship with us, the Board of Directors considers all relevant facts and circumstances, not merely from the director’s standpoint, but also from the standpoint of the persons or organizations with which the director has an affiliation. Material relationships can include commercial, banking, industrial, consulting, legal, accounting, charitable and familial relationships. The Board of Directors has concluded that no material relationship exists between us and any of our independent directors, other than each such person’s position as one of our directors.

We are eligible to be treated as a controlled company under New York Stock Exchange Rule 303A due to the fact that the family of Alan B. Miller holds more than 95% of the shares of Class A and Class C Common Stock, which is entitled to elect 80% of the entire Board of Directors and constitutes more than 50% of our aggregate voting power. New York Stock Exchange Rule 303A states that a controlled company need not have a majority of independent directors on its board or have nominating/corporate governance and compensation committees composed entirely of independent directors. We have elected to avail ourselves of a limited aspect of the Rule 303A exemption, determining that the Nominating & Governance Committee is not responsible for identifying and recommending qualified candidates for Board positions that, in accordance with our Restated Certificate of Incorporation, are to be elected by the holders of Class A and Class C Common Stock of the Company. We currently intend to have a majority of independent directors on our Board of Directors and all independent directors on our Audit Committee, Compensation Committee and Nominating & Governance Committee.

Meetings of the Board of Directors

Regular meetings of the Board of Directors are generally held every other month, while special meetings are called when necessary. Before each Board of Directors or committee meeting, directors are furnished with an agenda and background materials relating to matters to be discussed. During 2021, there were six regular meetings of the Board of Directors. All or substantially all directors participated in each of the meetings of the Board of Directors and all or substantially all of the meetings held by the respective committees on which they served, if applicable. Directors are expected to attend the Annual Meeting of Stockholders. All of our directors attended the virtual 2021 Annual Meeting of Stockholders.

Our Corporate Governance Guidelines provide that the Board of Directors shall hold, in accordance with a schedule determined by the Nominating & Governance Committee of the Board of Directors, executive sessions where non-management directors (i.e., directors who are not our officers, but who do not otherwise have to qualify as “independent directors”) meet without management participation (except as otherwise specifically requested by the non-management directors). Interested parties may communicate directly and confidentially with the presiding director or with the non-management directors of the Board of Directors as a group by writing to that person or group at Universal Health Services, Inc., c/o Secretary, Universal Corporate Center, 367 South Gulph Road, P.O. Box 61558, King of Prussia, PA 19406.

Board Leadership Structure and Board of Directors

Mr. Alan B. Miller serves as Executive Chairman of the Board. Eileen C. McDonnell serves as the Lead Independent Director and presides over the executive sessions of the non-management directors. The Company believes this structure allows all of the non-management directors to participate in the full range of the Board’s responsibilities with respect to its oversight of the Company’s management. The Board has determined that this leadership structure is appropriate given the size and complexity of the Company, the number of directors overseeing the Company and the Board’s oversight responsibilities.

 

 

 

64

Universal Health Services, Inc. 2022 Proxy Statement


Corporate Governance

 

 

 

The specific experience, qualifications, attributes or skills that led to the conclusion that each Director should serve as a Director of the Company, in light of the Company’s business and structure, are as follows:

Alan B. Miller has been a Director of the Company since 1978 and is currently Executive Chairman of the Board. Effective January 2021, Mr. Alan B. Miller stepped down as CEO, a position he has held since 1978, when he founded the Company. Prior thereto, he was President, Chairman of the Board and Chief Executive Officer of American Medicorp, Inc. Mr. Alan Miller currently serves as Chairman of the Board of Trustees, Chief Executive Officer and President of Universal Health Realty Income Trust. As a result of his many years of service, Mr. Alan B. Miller provides expertise on the hospital management industry.

Marc D. Miller has been a Director of the Company since 2006 and was appointed CEO in January 2021. He continues to serve as President of the Company, a position he has held since May 2009. Previously he has served in various management positions including: Senior Vice President and Co-Head of our Acute Care Division (2007-2009) and Vice President, Acute Care Division (2004-2007). Also served in various roles in our Acute Care Division since 2003 and served in other management positions at various acute care hospitals from 1999 to 2003. Additionally, Mr. Marc D. Miller serves as a member of the Board of Trustees of Universal Health Realty Income Trust and as a member of the Board of Directors of Premier, Inc. Mr. Marc D. Miller oversees all of the Company’s businesses, its operations, development and overall strategy.

Lawrence S. Gibbs has been a Director of the Company since 2011. Since September 2019, he has served as Product Manager at AIG, artificial intelligence platform. Prior thereto, he served as the Chief Investment Officer at Erdos Capital, Managing Partner at Cannonball Trading, LLC (2010 to 2017), Portfolio Manager, Chief Investment Office at JP Morgan Chase Bank NA (2006 to 2009) and Portfolio Manager at Millennium Partners, LLC (2005 to 2006). Mr. Gibbs provides expertise on corporate finance and investment matters.

Eileen C. McDonnell has been a Director of the Company since 2013. Ms. McDonnell currently serves as Executive Chairman of The Penn Mutual Life Insurance Company. She joined Penn Mutual in 2008 and previously served as Chairman and Chief Executive Officer of the company, prior to her retirement in December 2021. Ms. McDonnell was also appointed to The Penn Mutual Board of Trustees in 2010. Before joining Penn Mutual, Ms. McDonnell founded ExecMPower, a strategic planning and executive coaching consultancy. Previously, she was president of New England Financial, a wholly owned subsidiary of MetLife, and senior vice president of the Guardian Life Insurance Company. From 2011 to 2021 Ms. McDonnell served on the Board of Janney Montgomery Scott LLC, a wholly owned subsidiary of Penn Mutual. Ms. McDonnell also serves as a Director of the Insurance Federation of Pennsylvania and is a national advisor to VisionForward, an initiative of Drexel University College of Medicine Institute for Women’s Health and Leadership. Ms. McDonnell provides expertise on the insurance industry and financial matters.

Warren Nimetz has been a Director of the Company since January 2018. He has been a Partner at the law firm of Norton Rose Fulbright US LLP since 1987, and he is Administrative Partner of the New York office. Mr. Nimetz focuses his practice on general corporate and securities law, with special emphasis on mergers and acquisitions of public and private companies including tender offers, leveraged and other buyouts, private equity investments, joint ventures and related corporate governance issues. He also has substantial experience with all types of financing transactions, including public offerings, private placements and bank and other institutional lending and structured finance. Mr. Nimetz has special expertise in structuring and negotiating transactions involving the acquisition, financing and disposition of hospital and other health care and life science companies and properties. Mr. Nimetz provides expertise on legal matters.

Maria R. Singer was elected to our Board of Directors in March 2020. She is Chief Operating Officer, Corporate Finance at Houlihan Lokey. She previously served as Managing Director and COO of Blackstone Advisory Partners (2008 to 2015). She also served in various roles at Lehman Brothers, Inc. including Senior Vice President, Office of the Chairman and Senior Vice President, Debt Capital Markets (2002 to 2008). Ms. Singer provides expertise on financial and strategic advisory matters.

Elliot J. Sussman, M.D. has been a Director of the Company since March 2018. He is Chairman of The Villages Health. He previously served as President and Chief Executive Officer of Lehigh Valley Hospital and Health Network from 1993 through 2010. He has been a member of the Board of Directors of Yale New Haven Health System since 2011. Dr. Sussman provides expertise on the management of hospitals and health systems and on health care quality and compliance matters.

 

 

 

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The Board holds six regular meetings each year to consider and address matters involving the Company. The Board also may hold special meetings to address matters arising between regular meetings. These meetings may take place in person or by telephone. The independent directors also regularly meet in executive sessions outside the presence of management. The Board has access to legal counsel for consultation concerning any issues that may occur during or between regularly scheduled Board meetings. As discussed below, to assist the Board in performing its oversight responsibilities, the Board has established a Compensation Committee, an Audit Committee, a Nominating & Governance Committee, a Quality and Compliance Committee, an Executive Committee and a Finance Committee.

The Nominating & Governance Committee annually oversees a self-evaluation of the current Board members and those committees as the Board shall specify from time to time and reports to the Board with respect to whether the Board and its committees are functioning effectively. The full Board discusses each evaluation report to determine what, if any, actions should be taken to improve the effectiveness of the Board or any committee thereof.

The Board’s Role in Risk Oversight

Consistent with its responsibility for oversight of the Company, the Board, among other things, oversees risk management of the Company’s business affairs directly and through the committee structure that it has established. The principal risks associated with the Company are risks related to concentration of the locations of our facilities, dependence on payments from the government and other third party payors, the impact of the Coronavirus pandemic on our facilities and the markets in which they operate, cyber security, a worsening of the economic and employment conditions in the United States, uncertainties regarding health care reform, the inability to collect payments from patients, competition for patients from other hospitals and health care providers, our ability to recruit and retain quality physicians, our ability to attract and retain qualified nurses and medical support staff, compliance with extensive laws and government regulations, liabilities from claims brought against our facilities, governmental investigations, regulatory actions, whistleblower lawsuits and purported stockholder class action lawsuits, accreditation of our facilities, acquisition and integration of hospitals, state efforts to regulate the construction or expansion of health care facilities, fluctuations in our operating results, quarter to quarter earnings and other factors, significant corporate regulation as a public company, and dependence on key management personnel.

The Board’s role in the Company’s risk oversight process includes regular reports from senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic and reputational risks. The full Board (or the appropriate committee) receives these reports from management to identify and discuss such risks.

The Board periodically reviews with management its strategies, techniques, policies and procedures designed to manage these risks. Under the overall supervision of the Board, management has implemented a variety of processes, procedures and controls to address these risks.

The Board requires management to report to the full Board on a variety of matters at regular meetings of the Board and on an as-needed basis, including the performance and operations of the Company and other matters relating to risk management. The Audit Committee also receives regular reports from the Company’s independent registered public accounting firm on internal control and financial reporting matters. These reviews are conducted in conjunction with the Board’s risk oversight function and enable the Board to review and assess any material risks facing the Company. Eileen C. McDonnell, the Lead Independent Director, periodically meets with management and the Company’s independent registered public accounting firm to review and discuss the activities of the Company and to provide direction with respect thereto.

Policy on Hedging Transactions

The Company has a policy that prohibits employees and directors from engaging in any hedging transaction that would result in lack of exposure to the full risks of stock ownership. Prohibited hedging transactions include, but are not limited to, collars, forward sale contracts, trading in publicly-traded options, puts, calls or other derivative instruments related to our common stock or debt.

Stockholder Communications

Stockholders who wish to send communications to the Board of Directors or an individual director should address such communications to Universal Health Services, Inc., c/o Secretary, Universal Corporate Center, 367 South Gulph Road, P.O. Box

 

 

 

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61558, King of Prussia, PA 19406. The Secretary will forward such communications to the Board of Directors or the specified individual director to whom the communication is directed unless such communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Secretary has the authority to discard the communication or take appropriate legal action regarding such communication.

Committees of the Board of Directors

The Compensation Committee, the Audit Committee, the Nominating & Governance Committee, the Quality and Compliance Committee, the Executive Committee and the Finance Committee are the standing committees of the Board of Directors. A current copy of our Corporate Governance Guidelines, Code of Business Conduct and Corporate Standards, Code of Ethics for Senior Financial Officers, Compensation Committee Charter, Nominating & Governance Committee Charter and Audit Committee Charter are available free of charge on our website at www.uhs.com. Copies of these documents also are available in print free of charge to any stockholder who requests them. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K relating to amendments to or waivers of any provision of our Code of Ethics for Senior Financial Officers by promptly posting the information on our website.

Compensation Committee. The current members of the Compensation Committee are Eileen C. McDonnell (Chairperson), Lawrence S. Gibbs and Elliot J. Sussman, M.D. The Compensation Committee met two times during 2021. In addition, in connection with the changes implemented during 2022 to the elements of compensation for our named executive officers and members of the Board of Directors, as discussed herein, our Compensation Committee met four times during the period of January 1, 2022 through March 23, 2022. The Board of Directors has determined, in its business judgment, that each member of the Compensation Committee qualifies as an “independent” director under the regulations adopted by the SEC and the New York Stock Exchange.

The Compensation Committee reviews and approves our goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, evaluates their performance, determines and approves their compensation level, reviews and determines the form and amount of compensation of the non-management members of the Board of Directors, administers incentive-compensation plans and equity-based plans and approves compensation awards, among other duties and responsibilities.

The amount and mix of the compensation paid to our named executive officers and directors are evaluated on an annual basis. See the section titled “Compensation Setting Process,” in the Compensation Discussion & Analysis for an additional discussion.

The Compensation Committee has the authority to establish one or more subcommittees that shall have the responsibilities and consist of those members of the Compensation Committee as the Compensation Committee may determine from time to time. The Compensation Committee also has the sole authority to retain and terminate compensation consultants to assist it in evaluating our compensation plans, particularly those pertaining to our directors, our Executive Chairman, Chief Executive Officer and our other executive officers, and to approve the fees and other terms relating to the provision of those services. As discussed in the Compensation Discussion and Analysis, certain elements of Messrs. Alan Miller’s and Marc. Miller’s compensation is determined by the terms of their employment agreements.

Audit Committee. Current members of the Audit Committee are Eileen C. McDonnell (Chairperson), Lawrence S. Gibbs, Maria R. Singer and Elliot J. Sussman, M.D. No member serves on the audit committee of more than three public companies. The Audit Committee met eleven times during 2021.

The Board of Directors has determined, in its business judgment, that each member of the Audit Committee qualifies as an “independent” director under the regulations adopted by the SEC and the New York Stock Exchange and is financially literate and that Eileen C. McDonnell qualifies as an “audit committee financial expert” under SEC regulations and has accounting or related financial management expertise.

The Audit Committee provides assistance to the Board of Directors in fulfilling its financial, compliance and quality oversight responsibility to the stockholders, potential stockholders, the investment community and others relating to the integrity of our financial statements, the financial reporting process, the systems of internal accounting and financial controls, the performance of our internal audit function and independent auditors, the independent auditors’ qualifications and independence and our compliance with legal and regulatory requirements and quality of care standards. This Committee has the authority, duties and responsibilities set forth in its Audit Committee Charter, as amended. The Audit Committee’s oversight includes review and oversight of the Company’s health care compliance program. The Audit Committee periodically reviews our data security programs,

 

 

 

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including cyber security and procedures regarding disaster recovery and critical business continuity, and reviews our programs and plans that management has established with data security compliance programs and test preparedness.

Nominating & Governance Committee.    The current members of the Nominating & Governance Committee are Elliot J. Sussman, M.D., (Chairman), Lawrence S. Gibbs and Maria R. Singer. This Committee did not meet during 2021. The Board of Directors has determined, in its business judgment, that each member of the Nominating & Governance Committee qualifies as an “independent” director under the regulations adopted by the SEC and the New York Stock Exchange.

The Nominating & Governance Committee was established, with respect to those directors who are to be elected by the holders of Class B and Class D Common Stock of the Company in accordance with the our Restated Certificate of Incorporation, for the purpose of: (i) assisting the Board of Directors by identifying individuals who are qualified to become directors, consistent with the criteria approved by the Board of Directors; (ii) recommending to the Board of Directors Class B and D director nominees for the next annual meeting of stockholders at which a Class B and D director is to be elected; (iii) developing and recommending to the Board of Directors a set of corporate governance principals in the form of our corporate governance guidelines; (iv) leading and overseeing the Board of Directors in its annual review of the performance of the Board of Directors and our management, and; (v) recommending to the Board of Directors director nominees for each committee of the Board of Directors. The Nominating & Governance Committee provides such assistance in identifying and recommending Class A and Class C Common Stock director nominees as may be requested by the entire Board of Directors. The Nominating & Governance Committee adopted our Corporate Governance Guidelines.

In light of the concentration of approximately 90% of the voting power of our Class A and Class C Common Stock in a single individual and related entities, and in accordance with the “Controlled Companies” exemption set forth in Section 303A of the New York Stock Exchange Listed Company Manual, the Nominating & Governance Committee is not responsible for identifying and recommending qualified candidates for directors that, in accordance with our Restated Certificate of Incorporation, are to be elected by the holders of Class A and Class C Common Stock. The Nominating & Governance Committee shall, however, provide such assistance in identifying and recommending Class A and C Director nominees as may be requested by the entire Board of Directors.

The Nominating & Governance Committee will consider Class B and D director nominees recommended by stockholders. Under our Restated Certificate of Incorporation, the number of directors to be elected by the Class B and D Common stockholders is limited to 20% of the entire Board of Directors, or a maximum of two directors. Stockholders who wish to recommend a nominee for the Nominating & Governance Committee’s consideration may do so by submitting the individual’s name and qualifications to the Nominating & Governance Committee c/o Secretary, Universal Corporate Center, 367 South Gulph Road, P.O. Box 61558, King of Prussia, PA 19406. Recommendations must be received by the Nominating & Governance Committee no later than the date by which stockholder proposals for presentation at the next Annual Meeting must be received. Recommended nominees will only be considered if there is a vacancy or if the Board of Directors decides to increase the number of directors.

The Nominating & Governance Committee identifies and evaluates committee-recommended Class B and D director nominees considering, among other factors, the following minimum qualifications: the individual’s integrity, experience, education, expertise, independence and any other factors that the Board of Directors and the Nominating & Governance Committee deem would enhance the effectiveness of the Board of Directors and our governance. The Nominating & Governance Committee seeks persons who have achieved prominence in their fields and who possess significant experience in areas of importance to the Company. Additionally, strong analytical skills, independence, energy, forthrightness and integrity are desired characteristics that the Nominating & Governance Committee seeks in potential candidates. We do not have a formal policy with regard to the consideration of diversity in identifying director nominees. However, the Board of Directors believes that it is essential that its members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds, including diversity of gender and race that, when considered as a group, provide a sufficient mix of perspectives to allow the Board of Directors to best fulfill its responsibilities to the long-term interests of our stockholders. The Board has two female members, one of whom, Eileen McDonnell serves as lead director and has refreshed the Board by replacing 60% of the non-management members of the Board within the last four years. The Board believes that it is important to further increase the diversity of the Board. In that regard the Nominating and Governance Committee has recommended to the Board and the Board has agreed to actively seek and is committed to add a member of an underrepresented minority group to the Board within the next year. The Company’s executive recruiter has recently commenced the candidate search. The Nominating & Governance Committee will evaluate a nominee on the same basis if the individual is recommended by a stockholder.

 

 

 

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Quality and Compliance Committee.    The Quality and Compliance Committee has the responsibility of assisting the Board in fulfilling its oversight responsibilities concerning review of our policies and procedures relating to healthcare-related regulatory and compliance issues and the delivery of quality medical care to patients. The Quality and Compliance Committee met three times during 2021. Current members of the Quality and Compliance Committee are Elliot J. Sussman, M.D. (Chairman), Lawrence S. Gibbs and Maria R. Singer.

Executive Committee.    The Executive Committee has the responsibility, between meetings of the Board of Directors, to advise and aid our officers in all matters concerning the management of the business and, while the Board of Directors is not in session, has the power and authority of the Board of Directors to the fullest extent permitted under law. The Executive Committee did not meet in 2021. Current members of the Executive Committee are Alan B. Miller (Chairman), Eileen C. McDonnell, Marc D. Miller and Warren J. Nimetz.

Finance Committee.    The Finance Committee is responsible for reviewing our overall long-term financial planning. The Finance Committee met once during 2021. Members of this Committee are Alan B. Miller (Chairman), Marc D. Miller, Warren J. Nimetz and Maria R. Singer.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE – ESG PROFILE

Despite unprecedented challenges brought on by the pandemic and its multiple surges, UHS has continued its Environmental, Social and Governance (ESG) efforts focused on improving society in a meaningful way.

With commitment from the top down, and across our businesses, UHS continually explores ways in which to strengthen our involvement with, and commitment to, our environmental stewardship and sustainability, while maintaining our valued relationship with, and support for, employees, patients and served communities and do so utilizing well-respected, governing practices with integrity.

In the following section we describe the many impactful practices we employ across the enterprise, providing a snapshot of the sustainability efforts in place and achievements delivered. We invite you to learn more about our ESG goals and practices, the endeavors we use to protect and serve our stakeholder groups, and how we are identifying and mitigating challenges in the markets we serve.

For our full 2021 ESG Profile, please visit www.uhs.com/esg.

OUR INVESTMENT IN ENVIRONMENTAL PROGRAMS

UHS complies with applicable legal and regulatory environmental standards to protect our patients, visitors, staff and environment. We continue to follow best practices in regards to managing our energy usages and consumption and disposing of waste for our existing facilities and buildings, including new construction and major reconstruction projects.

OPTIMIZING ENERGY EFFICIENCIES

UHS launched its Corporate Energy Efficiency Initiative in 2017 with goals of reducing U.S. facilities’ lighting energy consumption by 50%, and heating, ventilation, and air conditioning (HVAC) energy consumption in select Acute Care hospitals by 20%.

With a $36 million investment in upgrades to our light-emitting diode (LED) lighting and optimization of our large HVAC systems in U.S. facilities, we achieved these goals in late 2021. LED lighting upgrades were carried out in more than 200 Acute Care and Behavioral Health facilities, including more than 250,000 fixtures and over 500,000 LED lights. The LED lighting products used were certified by ENERGY STARR or DesignLights Consortium (DLC).

Retro- and Monitoring-Based Commissioning of HVAC systems was carried out at 14 Acute Care facilities, optimizing controls of 260 Air Handling Units, 48 Chillers, 49 Boilers and more than 10,000 Terminal Units/VAV boxes – and a savings of 18.9 million

 

 

 

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total kWh. Each of these facilities also had Automatic Fault Detection & Diagnostic Systems installed and implemented to proactively identify, prioritize and address critical HVAC system components’ failure and faults, per their energy savings potential.

Also, by the end of 2021, all UHS Acute Care facilities and approximately 50% of Behavioral Health facilities were equipped with Building Automation System software and hardware. The projects implemented to-date through this Corporate Energy Efficiency Initiative resulted in total measured and verified annual savings of 80.4 million kWh of electricity and 950,000 therms of natural gas, resulting in annual CO2 emission reduction of more than 62,000 metric tons.

CORPORATE ENEGERY EFFICIENCY INITIATIVE ANNUAL CO2 EMISSIO REDUCTION EQUATE TO:

 

 

13,484 passenger vehicles removed from the road or 155,818,268 miles driven by an average passenger vehicle, or

 

 

68,527,577 pounds of coal burned, or

 

 

7,466 homes’ electricity use for one year

 

 

21,088 tons of waste recycled instead of landfilled

 

 

Carbon sequestered by 1,025,183 tree seedlings grown for 10 years or 75,961 acres of U.S. forests in one year

Looking ahead, we expect to initiate new HVAC projects across the corporation as it not only produced meaningful energy savings, it also can potentially reduce labor costs, improve system reliability and extend equipment life.

To further identify energy saving opportunities, we will continue to monitor ENERGY STAR Portfolio Manager Scores of all our Acute Care hospitals. We also plan to leverage data from the Centralized Utility Bill Management System, which rolled out in 2020, to monitor and trend utility expenditures across the corporation more closely, and identify and act on potential issues faster.

Certifications and Registrations

In 2021, two of our Acute Care facilities, Aiken Regional Medical Centers and Manatee Memorial Hospital, earned ENERGY STAR Certification for their existing buildings. By end of 2022, we expect approximately 10 of our Acute Care facilities to hold this prestigious distinction.

UHS continues to invest in technologies including servers, desktop and laptop computers, displays and printers that meet Electronic Product Environmental Assessment Tool (EPEAT) and ENERGY STAR certifications. Nearly 90% of these devices in the UHS data center and back-up data centers, as well as our facilities, earned these certifications.

ENVIRONMENTAL OPPORTUNITIES FOR GREEN BUILDING

Construction and design of new builds, and/or major renovations are completed with high environmental standards (each project’s ENERGY STAR Score Rating must be 90 or higher), and in compliance with federal, state and local energy efficiency standards and energy codes.

Northern Nevada Sierra Medical Center, which is opening in March 2022, is expected to be Green Globe Certified. Looking ahead, any new construction and major renovation project of $20 million or more will be registered for Green Building Initiatives’ Green Globes or USGBC’s LEED certification. Although we are confident our projects typically meet these standards, UHS plans to increase efforts to pursue official certifications.

Our future facilities are also being designed to incorporate environmentally friendly materials and processes:

Cedar Hills Regional Medical Center—Washington, D.C. (est. opening December 2024)

 

 

Being designed to meet LEED for Healthcare v4, Silver rating per DC Green Building Code

 

 

Expected to participate in DC recycling program

 

 

Pursuing credits for reduction of global warming potential products, building products that are environmentally suitable from environmentally friendly (low carbon) vendors

 

 

 

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Materials also being specified for mercury, lead, cadmium and copper reduction

 

 

Partnering with DC’s “Solar for All” program to build a solar array above the parking garage that will provide power to the grid to help subsidize neighboring housing energy costs

Our commitment to energy conscious building, and subsequent demolition or waste removal, is reflected in the following recently completed or ongoing projects:

Granite Hills Hospital—West Allis, WI (83,000 sq. ft. of new construction)

Construction and design of this newly opened behavioral health facility successfully transformed a former contaminated Grey Site, while minimizing landfill waste and including use of energy-efficient products. In total, efforts included:

 

 

Retaining 5,567 cubic yards of hazardous soils on site via berms, and out of landfills

 

 

Hauling 21 truckloads of creosote-soaked railroad ties to a railroad company (not landfill) for reuse