UNIVERSAL HEALTH REALTY INCOME TRUST
For the period ended Jun 11, 2025. Filed Apr 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2025 · Filed Apr 25, 2025
Contents
Pay Versus Performance
2024 Pay Versus Performance Table
The following section was prepared in accordance with Item 402(v) of the SEC’s Regulation S-K.
The following table provides additional compensation information for the past five fiscal years for our Chief Executive Officer (“CEO”) and our non-CEO Named Executive Officers (“Other NEOs”), as well as total shareholder return, net income and funds from operations (“FFO”) performance results for our fiscal years ending in 2024, 2023, 2022, 2021 and 2020:
| Value of Initial Fixed $100Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fiscal Year | SummaryCompensationTable Total forCEO(1) | CompensationActually Paidto CEO(2) | AverageSummaryCompensationTable Total fornon-CEONEOs(1) | AverageCompensationActually Paidto non-CEONEOs(1)(2) | TotalShareholderReturn(3) | Peer GroupTotalShareholderReturn(3) | Net Income(inthousands) | Funds FromOperations(inthousands)(4) |
| 2024 | $262,399 | $248,878 | $124,354 | $120,086 | $41.75 | $135.35 | $19,234 | $47,873 |
| 2023 | $247,538 | $210,894 | $116,960 | $100,425 | $45.06 | $101.37 | $15,400 | $44,570 |
| 2022 | $234,570 | $159,037 | $83,175 | $47,355 | $46.72 | $84.92 | $21,102 | $48,843 |
| 2021 | $235,734 | $206,348 | $122,118 | $106,895 | $55.06 | $106.37 | $109,166 | $50,879 |
| 2020 | $311,893 | $(26,489) | $161,571 | $(13,723) | $56.92 | $87.67 | $19,477 | $46,230 |
(1)
Named executive officers included in the above compensation columns reflect the following:
| Year | CEO | Non-CEO NEOs |
| 2024 | Alan B. Miller | Boyle, Ramagano, Peterson |
| 2023 | Alan B. Miller | Boyle, Ramagano, Peterson |
| 2022 | Alan B. Miller | Boyle, Ramagano, Fowler, Peterson |
| 2021 | Alan B. Miller | Boyle, Ramagano, Fowler |
| 2020 | Alan B. Miller | Boyle, Ramagano, Fowler |
(2)
SEC rules require certain adjustment be made to the Summary Compensation Table (“SCT”) totals to determine “Compensation Actually Paid” (“CAP”) as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as the total compensation from the SCT, adjusted to include, among other things, the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). No adjustment is made for dividends or other earnings, since dividends are factored into the fair value of the award. No equity awards of the named executives were granted and vest in the same year for 2024, 2023, 2022, 2021 and 2020. The following details these adjustments:
| Fiscal Year | Executives | SCT (a) | Grant DateValueof NewAwards(b) | Year EndValueof NewAwards(i) | Change inValue ofUnvestedPriorAwards(ii) | Change inValue ofVestedAwards(iii) | Change inValue ofAwardsthat Failedto MeetVestingConditions(iv) | TotalEquity CAP(c) = (i) + (ii)+ (iii) + (iv) | CAP(d) = (a) -(b) + (c) |
|---|---|---|---|---|---|---|---|---|---|
| 2024 | CEO | $262,399 | $232,614 | $239,701 | $(14,389) | $(6,218) | $— | $219,093 | $248,878 |
| 2024 | Non-CEO NEOs | $124,354 | $109,978 | $113,329 | $(6,806) | $(813) | $— | $105,710 | $120,086 |
| 2023 | CEO | $247,538 | $223,590 | $209,454 | $(15,280) | $(7,228) | $— | $186,946 | $210,894 |
| 2023 | Non-CEO NEOs | $116,960 | $105,751 | $99,065 | $(7,053) | $(2,797) | $— | $89,216 | $100,425 |
| 2022 | CEO | $234,570 | $215,023 | $203,998 | $(33,565) | $(30,942) | $— | $139,490 | $159,037 |
| 2022 | Non-CEO NEOs | $83,175 | $76,250 | $73,077 | $(11,390) | $(12,022) | $(9,236) | $40,429 | $47,355 |
| 2021 | CEO | $235,734 | $218,654 | $187,804 | $(12,429) | $13,893 | $— | $189,268 | $206,348 |
| 2021 | Non-CEO NEOs | $122,118 | $113,270 | $97,289 | $(6,439) | $7,197 | $— | $98,047 | $106,895 |
| 2020 | CEO | $311,893 | $295,057 | $202,352 | $(159,744) | $(85,934) | $— | $(43,325) | $(26,489) |
| 2020 | Non-CEO NEOs | $161,571 | $152,849 | $104,825 | $(82,753) | $(44,517) | $— | $(22,444) | $(13,723) |
(3)
Total Shareholder Return (“TSR”) is determined based upon the value of an initial fixed investment of $100. The TSR peer group consists of the industry line peer group reflected in our 2024 Annual Reporton Form 10-K pursuant to Item 201(e) of Regulation S-K. The companies in the peer group are as follows: Healthcare Realty Trust, Inc., Healthpeak Properties, Inc., LTC Properties, Inc., National Health Investors, Inc., Omega
| 28 | UHT 2025 Proxy Statement |
Healthcare Investors, Inc. and Welltower, Inc. Each year reflects the cumulative total return assuming $100 invested on December 31, 2019 in our common stock and in the our peer group, including subsequent reinvestment of dividends.
(4)
Funds from operations (“FFO”) is a widely recognized measure of performance for Real Estate Investment Trusts (“REITs”). FFO is a non-GAAP financial measure which may be helpful to our investors as a measure of our operating performance. We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (“NAREIT”). Below is a reconciliation of our reported net income to FFO for 2024, 2023, 2022, 2021 and 2020 (in thousands):
| (in thousands) | |||||
|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | |
| Net Income | $19,234 | $15,400 | $21,102 | $109,166 | $19,447 |
| Depreciation and amortization expense on consolidated investments | 27,421 | 27,733 | 26,557 | 27,478 | 25,581 |
| Depreciation and amortization expense on unconsolidated affiliates | 1,218 | 1,205 | 1,184 | 1,549 | 1,202 |
| Loss/(gain) on divestitures of real estate assets | — | 232 | — | (87,314) | — |
| Funds from operations | $47,873 | $44,570 | $48,843 | $50,879 | $46,230 |
Measures that were most important to the last fiscal year
The following performance measures reflect our most important financial measures in effect for 2024, as further described and defined in the Compensation Discussion and Analysis:
Three-year average Total Shareholder Return for 2021 through 2023
Funds from operations
Adjusted net income
As described in our “Compensation Discussion and Analysis”, since we do not pay cash compensation in the form of annual base salaries to our CEO and other NEOs, and typically do not pay cash bonuses, the chief element of our compensation program is the annual granting of long-term incentive awards. Minimum and maximum award ranges were developed for our CEO and each other NEO based on UHT’s relative performance to peers. The June 7, 2024 awards were made at the minimum level for each NEO based upon UHT’s performance, as measured by UHT’s three-year average total shareholder return (“TSR”) for 2021 through 2023, as compared to the average TSR for the peer group and the average TSR for the NAREIT index. FFO is a non-GAAP financial measure, however, it is a widely-recognized measure of performance for REITs and can be helpful to investors as a measure of our operating performance. Although FFO and adjusted net income are not directly used to develop the minimum and maximum ranges of awards, each measure is an indicator of our financial performance and are correlated to our TSR, and therefore, our three-year average TSR.
Analysis of the Information Presented in the Pay Versus Performance Table
The following charts show the relationship between UHT’s cumulative five-year TSR and the of the industry line peer group reflected in our 2024 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, as well as the relationships between CAP and the required financial performance measures in the Pay Versus Performance table above—Company TSR, net income and the Company-selected measure of FFO.
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| 30 | UHT 2025 Proxy Statement |
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