Grants of Plan-Based Awards
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.
Pursuant to the terms of his employment agreement, as amended on March 23, 2022, Marc Miller’s salary as our CEO will be $1,406,000 for 2024 which is a 4.0% increase over his 2023 base salary. Mr. Marc D. Miller is also entitled to an annual bonus opportunity target equal to 150% of his 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
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 2023 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, as amended on March 23, 2022, Alan B. Miller will serve as Executive Chairman with a term scheduled to end on January 1, 2025, 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 $1,082,000 for 2024 which is a 4.0% increase over his 2023 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.
51
Universal Health Services, Inc. 2024 Proxy Statement
Nonqualified Deferred Compensation Plan
Other Executive Officers
In addition, in the event of an involuntary termination of their respective employment by the Company without cause, Messrs. Peterson and Sim are each entitled to receive salary continuation for 12 months. Messrs. Peterson and Sim are also entitled to reimbursement of a portion of their COBRA premium for 12 months. Assuming such an involuntary termination of their respective employment had occurred as of December 31, 2023, Messrs. Peterson and Sim would be entitled to receive aggregate cash severance payments of $730,080 and $813,285, respectively, and Messrs. Peterson and Sim would have been entitled to the reimbursement of a portion of their COBRA premium aggregating to $22,102 and $22,756, respectively.
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, 2023, all unvested awards of our named executive officers were granted under these two plans), all of our employees receive full acceleration of the vesting of any unvested award in the event that such awards 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, 2023, is as follows: Marc D. Miller: $7,887,286; Alan B. Miller: $16,449,545; Steve G. Filton: $3,044,047; Matthew J. Peterson: $2,344,721 and Edward H. Sim: $339,500.
Additionally, the intrinsic value of our named executive officers’ performance based restricted stock units 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, 2023 is as follows: Marc D. Miller: $11,445,500; Alan B. Miller: $6,018,789; Steve G. Filton: $2,913,128; Matthew J. Peterson: $2,393,156, and; Edward H. Sim: $1,524,400.
Such intrinsic values of the accelerated stock options and accelerated restricted stock units were calculated based upon the closing price per share of our common stock on December 29, 2023 of $152.44 as reported on the NYSE. Vesting acceleration of stock option awards and restricted stock unit 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, 2023 (excluding Mr. Marc Miller) or calculated annualized pay for those who commenced work during 2023 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 2023 and determined that person’s total compensation was $50,152. The ratio of CEO pay to median worker pay is 287:1.
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.
61
Universal Health Services, Inc. 2024 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.
UHS has agreed to make a $1 million contribution to the Miller Theater which is a non-profit theater operated by the Kimmel Center, Inc. and was named after Mr. Miller in March, 2022. The contribution, in honor of Alan B. Miller, will be made in four annual installments of $250,000 each, the second of which was made in December of 2023.
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. In 2023, we paid approximately $881,000 in legal fees to this law firm for services to the Company. 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.
Delinquent Section 16(a) Reports: Section 16(a) of the 1934 Act requires the Company’s directors and certain officers, as well as persons who beneficially own more than 10% of any registered class of our equity securities, to file reports regarding their initial stock ownership and subsequent changes to their ownership with the SEC. Based solely on a review of the reports filed for fiscal year 2023 and related written representations, we believe that all Section 16(a) reports were filed on a timely basis, except that, a late Form 4 was filed on December 19, 2023 for Nina Chen-Langenmayr to report the disposition of 1,405 shares of our Class B Common Stock on December 1, 2023 at $138.64 per share; and the acquisition of 250 shares of our Class B Common Stock on December 6, 2023 at 136.73 per share. Ms. Chen-Langenmayr’s acquisition of 250 shares and disposition of 1,405 shares was matchable under Section 16(b) of the Securities Exchange Act of 1934. Ms. Chen-Langenmayr has repaid to the Company $477.50, representing the full amount of profit realized in connection with the short-swing transaction.
67
Universal Health Services, Inc. 2024 Proxy Statement
Corporate Governance
boards of the Council of Teaching Hospitals and of the Association of American Medical Colleges. Dr. Sussman, an independent director, provides expertise on the management of hospitals and health systems and on health care quality and compliance matters.
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 payers, 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.
70
Universal Health Services, Inc. 2024 Proxy Statement
Sustainability Report
Support for National Causes
Throughout the year, employees lent their time and expertise to support initiatives that align with UHS’ Mission and Values. Our corporate and facility thought leaders often spoke at conferences and events and/or advocated for increased awareness of mental health resources.
For the past 10+ years, UHS has teamed up with the National Action Alliance for Suicide Prevention to help those in crisis find the resources they need. We also continue to actively raise awareness for the national 988 Suicide & Crisis Lifeline, a toll-free number that provides individuals 24/7 access to trained crisis counselors.
During 2023, medical staff hosted trainings for local healthcare professionals, such as suicide care training for clinicians and crisis intervention team training for first responders.
Corporate employees volunteered at various local organizations, including the Philadelphia Ronald McDonald House. As in previous years, employees prepared and served a hot dinner to families whose children were being treated at Children’s Hospital of Philadelphia.
Corporate employees also participated in National Wreaths Across America event, placing 225 wreaths at the gravesites of military veterans in the Philadelphia area.
Community Outreach
We actively pursue philanthropic opportunities that support our values while making a positive impact on local communities. This has included contributions to local charitable and civic organizations and hosting or sponsoring events that promote health and wellness, such as health screenings, food drives, blood drives, educational classes and support groups, among others.
INVESTING IN THE ENVIRONMENT
UHS implements environmentally sustainable practices and complies with applicable legal and regulatory environmental standards to protect patients, visitors, staff and our local communities. Our environmental stewardship includes, but is not limited to, following best practices when managing energy usage, building and designing new construction and/or major renovations and protecting the local environment.
Energy Efficiency Practices
To manage energy usage, UHS utilizes smart building technology and automation. The U.S. facilities utilize a centralized utility billing management system to monitor energy usage and detect significant deviations from normal usage consumption patterns.
Also, 23 acute care hospitals use automatic fault detection and diagnostics software to monitor the efficiencies of the heating, ventilation and air conditioning (HVAC) operations. Most of these facilities also undergo retro-commissioning and monitoring-based commissioning. They are monitored for any deviations from optimal standards regularly; formal reports are generated at least quarterly.
In 2023, UHS invested $1.2 million in energy-efficient LED light retrofit upgrades. Ninety percent of the lights in UHS’ U.S. facilities are equipped with LED lights. Overall, this project is expected to save nearly 3.2 million kWh per year.
By 1Q23, 15 UHS facilities secured ENERGY STAR® certifications or re-certifications from the U.S. Environmental Protection Agency; all will seek renewal in the upcoming year. An ENERGY STAR® designation means the facility performed in the top 25% of buildings nationwide, based on weather-normalized source energy use.
Five acute care facilities have Green Building Initiatives’ Green Globes® certifications. Additionally, West Henderson Hospital (currently under construction) has registered for certification and plans to file by 2026.
Green Building Construction
UHS actively promotes the usage of recyclable materials and divergence from landfills for renovations and new construction projects. To monitor compliance, our contractors are required to track and report on the amount of demolition and construction waste recycled and diverted.
86
Universal Health Services, Inc. 2024 Proxy Statement
Sustainability Report
Facilities partner with reputable vendors who are in full compliance with all applicable regulatory bodies (e.g., EPA, DOH, DOT, etc.). This allows the following of strict cradle-to-grave re-equipments, to understand what waste is being sent out, who is picking it up as well as how, and when, it is being processed.
Across the acute care division, facilities continued to partner with Stericycle®, a comprehensive medical waste company, for the division’s sharps and pharmaceutical waste program. The sharps program alone serviced 95,000 reusable containers last year, saving the production of 548,000 pounds of greenhouse gas emissions.
Within the acute care division, approximately 292,000 pounds of pharmaceutical waste was properly treated (e.g., incinerated, chemically altered) and disposed.
UHS expanded its food waste study, which was piloted at The George Washington University Hospital in 2022, to a dozen more acute care facilities. Utilizing the easy-to-use application, the nutrition teams identified thousands of cases of waste events each month and adjusted their operations to conserve energy, water and land. These results exceeded expectations and will guide waste reduction efforts in 2024.
Also in 2023, all acute care facilities in California adopted a composting program. They each have organic collection bins to discard the waste and an approved waste hauler for proper collection.
Reprocessing and Waste Diversion
Supply chain’s value analysis team continued to seek out reprocessing and recycling opportunities. In 2023, they teamed up with two more vendors to assist with reprocessing of approved medical devices, bringing the total to four FDA-approved third-party manufacturers.
In addition to reprocessing of medical devices, UHS acute care facilities partnered with manufacturers who collect their own manufactured devices, disassemble them and then recycle the individual components.
During 2023, an initiative to convert certain disposable/single-use patient devices to suitable reusable options was introduced.
Conservation of Natural Resources
UHS has a robust, structured water management program, managed jointly by a third-party company specializing in water safety and our in-house teams. There is a corporate water management steering committee and a local water management team at each facility. The program is designed to oversee potable, process and utility water programs through active management and hazard control validation. The program is designed to ensure safe water throughout our buildings and meets ANSI/ASHRAE Standard 188.
The program also manages domestic potable, process water (such as surgical instrument processing) and utility water (such as cooling towers and boilers).
We continued to develop a program that focuses on reducing water consumption across all U.S. facilities. This includes consistent tracking and measurement of consumption levels and further integration of technologies and devices such as irrigation controls.
In 2023, 5,080.5 metric tons of paper were shredded and recycled; an equivalent to preserving 134,408 trees.
Culinary and Nutrition
During the year, UHS’ culinary team sought out more environmentally friendly take-out and storage containers and menu options and evaluated female-owned and veteran-owned vendors. Biodegradable alternatives to styrofoam were introduced, and dietary offerings were expanded to include additional plant-based proteins and sustainable seafood proteins at select facilities. In 2024, we plan to work with a supplier that is focused on providing local, responsibly sourced foods to reduce greenhouse gas emissions and waste.
In 2023, three more UHS facilities earned Gluten Intolerance Group’s Gluten-Free Food Service certification including the first behavioral health facility in the nation. As of February 2024, 15 UHS facilities met the Validated Gluten Free Safety Spot® requirements. Only two other non-UHS facilities in the nation met these rigorous standards.
88
Universal Health Services, Inc. 2024 Proxy Statement
Sustainability Report
UHS is compliant with the healthcare industry’s privacy and security policies, as well as federal and state laws related to the appropriate access, collection, control and retention of personal data from patients and employees (e.g., HIPAA, payment card industry). Compliance is supported through regular mandatory trainings and/or use of third-party reviewers.
In 2023, the cybersecurity team distributed monthly alerts to all employees and conducted bi-monthly phishing trainings. Security awareness updates focused on phishing and various simulated attacks will be ramped up in 2024, which will include corrective action for any failures.
To reduce cybersecurity risk in our supply chain, UHS utilizes a process to assess risk, evaluate and then require third-party verification of vendors prior to contracting. Vendors are also evaluated during the contracting lifecycle and then re-evaluated annually or post-incident.
Should an issue or event arise, UHS’ incident response plan and, if needed, disaster recovery processes are engaged to minimize service disruption. These are reviewed annually and tested through collaboration with local authorities and CISA.
UHS also has multiple governance processes to review the health and maturity of its cybersecurity program through regular review of key performance indicators, metrics and roadmaps to promote the use of recent technologies and manage risks. These reviews occur on a monthly basis with senior management and are summarized to the audit committee quarterly and to our Board of Directors on an annual basis.
Local Governance
As with all healthcare providers, UHS facilities regularly undergo visits and inspections by federal and state regulatory agencies. Facilities are licensed by their local governments and fully accredited by widely respected, independent organizations including The Joint Commission and the Commission on Accreditation of Rehabilitation Facilities, or in the U.K. by the Care Quality Commission, among others. All inpatient U.S. hospitals are also certified as Medicare providers by CMS.
UHS’ acute care and behavioral health divisions each have a chief medical officer (“CMO”) and quality designees at the divisional and regional levels, as well as at most individual facilities. CMOs determine medical strategy and provide oversight of medical staff and utilization management, while quality teams manage and oversee clinical and regulatory programs.
Each U.S. facility’s respective board of governors provides oversight on financial and non-clinical operations, while their executive leadership teams, organized medical staff and local governing bodies preside over their day-to-day operations and medical staff.
Audits and review activities are implemented to meet state and federal healthcare requirements and professionally recognized standards of care. Internal audits are conducted routinely at each facility to ascertain levels of compliance and the need for corrective action plans.
UHS monitors regulatory activity and provides guidance on a regular basis to maintain, if not exceed, compliance with applicable laws and regulations. Each facility receives support for its ongoing performance improvement program, with specific attention to patient safety, reduction of restrictive interventions, patient satisfaction, staff turnover and regulatory compliance.
Risk Management Measures
All facilities have a comprehensive risk management program led by a qualified risk manager that complies with all regulatory processes and procedures. Corporate regional risk teams as well as dedicated corporate loss control, claims management and environmental risk and emergency management teams provide facility risk managers support and guidance.
An enterprise risk management (“ERM”) approach is utilized to mitigate loss and promote employee and patient safety. Components of the risk management model include risk identification, risk analysis, risk control and risk financing. The model also uses ERM domains, namely, operational, human capital, strategic, clinical/patient safety, financial, legal/regulatory, technology and hazard.
92
Universal Health Services, Inc. 2024 Proxy Statement
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Pay vs Performance Disclosure |
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|
|
|
Pay vs Performance Disclosure, Table |
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 four 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 attributable to UHS, Inc. and adjusted earnings per share, diluted performance results for our fiscal years ending in 2023, 2022 2021 and 2020:
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|
|
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|
|
|
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|
|
|
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|
|
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|
|
|
|
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|
|
|
|
|
|
Summary Compensation Table Total for CEO (1) |
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Compensation Actually Paid to CEO (2) |
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Summary Compensation Table Total for CEO 2 (1) |
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Compensation Actually Paid to CEO 2 (2) |
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Average Summary Compensation Table Total for other NEOs (1) |
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Average Compensation Actually Paid for other NEOs (1)(2) |
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Value of initial fixed $100 investment based on: |
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|
Net Income attributable to UHS ($ in thousands) |
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|
Adjusted Earnings per share, diluted (4) |
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Total Shareholder Return (3) |
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Peer Group Total Shareholder Return (3) |
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|
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|
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|
2023 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
14,407,937 |
|
|
$ |
14,959,742 |
|
|
$ |
5,764,662 |
|
|
$ |
4,627,875 |
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|
$ |
108 |
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|
$ |
191 |
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|
$ |
717,795 |
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|
$ |
10.54 |
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|
|
|
|
|
|
|
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|
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2022 |
|
$ |
— |
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|
$ |
— |
|
|
$ |
10,919,976 |
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|
$ |
13,476,236 |
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|
$ |
3,270,794 |
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|
$ |
5,112,238 |
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|
$ |
100 |
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|
$ |
167 |
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|
$ |
675,609 |
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|
$ |
9.88 |
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|
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2021 |
|
$ |
— |
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|
$ |
— |
|
|
$ |
14,020,942 |
|
|
$ |
9,784,532 |
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|
$ |
6,684,372 |
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|
$ |
995,897 |
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|
$ |
91 |
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|
$ |
181 |
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|
$ |
991,590 |
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|
$ |
11.82 |
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2020 |
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$ |
13,246,214 |
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|
$ |
47,969,126 |
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|
$ |
— |
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|
$ |
— |
|
|
$ |
1,825,611 |
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|
$ |
6,273,018 |
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|
$ |
96 |
|
|
$ |
114 |
|
|
$ |
943,953 |
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|
$ |
11.12 |
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(1) |
Named executive officers included in the above compensation columns reflect the following: |
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2023 |
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Marc D. Miller |
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Alan B. Miller, Filton, Peterson, Sim |
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2022 |
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Marc D. Miller |
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Alan B. Miller, Filton, Pember, Peterson, Sim |
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2021 |
|
Marc D. Miller |
|
Alan B. Miller, Filton, Pember, Peterson |
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2020 |
|
Alan B. Miller |
|
Marc D. Miller, Filton, Pember, Peterson |
(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. | The following tables detail these adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date Value of New Awards |
|
|
Year End Value of New Awards (i) |
|
|
Change in Value of Unvested Prior Awards (ii) |
|
|
Change in Value of Vested Prior Awards |
|
|
Change in Value of Awards that Failed to Meet Vesting Conditions |
|
|
Total Equity CAP (c) = (i) + (ii) + (iii) + (iv) |
|
|
CAP (d) = (a) - (b) + (c) |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
CEO 1 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
CEO 2 |
|
$ |
14,407,937 |
|
|
$ |
9,888,558 |
|
|
$ |
13,063,409 |
|
|
$ |
(131,034 |
) |
|
$ |
(2,492,012 |
) |
|
$ |
— |
|
|
$ |
10,440,363 |
|
|
$ |
14,959,742 |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
Non-CEO NEOs |
|
$ |
5,764,662 |
|
|
$ |
3,384,852 |
|
|
$ |
4,123,681 |
|
|
$ |
349,678 |
|
|
$ |
(2,225,294 |
) |
|
$ |
— |
|
|
$ |
2,248,065 |
|
|
$ |
4,627,875 |
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
CEO 1 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
CEO 2 |
|
$ |
10,919,976 |
|
|
$ |
9,508,078 |
|
|
$ |
9,680,126 |
|
|
$ |
430,267 |
|
|
$ |
1,953,945 |
|
|
$ |
— |
|
|
$ |
12,064,338 |
|
|
$ |
13,476,236 |
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
Non-CEO NEOs |
|
$ |
3,270,794 |
|
|
$ |
2,342,607 |
|
|
$ |
1,915,653 |
|
|
$ |
865,575 |
|
|
$ |
1,920,853 |
|
|
$ |
(518,031 |
) |
|
$ |
4,184,050 |
|
|
$ |
5,112,238 |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
CEO 1 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
CEO 2 |
|
$ |
14,020,942 |
|
|
$ |
10,104,427 |
|
|
$ |
8,545,032 |
|
|
$ |
(2,230,851 |
) |
|
$ |
(446,165 |
) |
|
$ |
— |
|
|
$ |
5,868,017 |
|
|
$ |
9,784,532 |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
Non-CEO NEOs |
|
$ |
6,684,372 |
|
|
$ |
4,794,552 |
|
|
$ |
4,054,620 |
|
|
$ |
(4,194,869 |
) |
|
$ |
(753,674 |
) |
|
$ |
— |
|
|
$ |
(893,923 |
) |
|
$ |
995,897 |
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
CEO 1 |
|
$ |
13,246,214 |
|
|
$ |
9,603,667 |
|
|
$ |
48,125,827 |
|
|
$ |
9,138,224 |
|
|
$ |
(12,937,472 |
) |
|
$ |
— |
|
|
$ |
44,326,579 |
|
|
$ |
47,969,126 |
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
CEO 2 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
Non-CEO NEOs |
|
$ |
1,825,611 |
|
|
$ |
1,057,222 |
|
|
$ |
5,664,134 |
|
|
$ |
1,053,709 |
|
|
$ |
(1,213,213 |
) |
|
$ |
— |
|
|
$ |
5,504,630 |
|
|
$ |
6,273,018 |
| Pay Versus Performance Table
(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 2023 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The companies in the peer group are as follows: Arcadia Healthcare Company, Inc., Community Health Systems, Inc., HCA Healthcare, Inc., and Tenet Healthcare Corporation. 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) |
Adjusted earnings per share, diluted, was selected by the Company as the Company-Selected Measure (“CSM”). It is a non-Generally Accepted Accounting Principles (“GAAP”) financial measure. A reconciliation of adjusted earnings per share, diluted, to the most directly comparable financial measure calculated in accordance with GAAP is included in the Company’s Form 8-K filed with the SEC on February 27, 2024. |
|
|
|
|
Company Selected Measure Name |
Adjusted earnings per share, diluted
|
|
|
|
Named Executive Officers, Footnote |
(1) |
Named executive officers included in the above compensation columns reflect the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
Marc D. Miller |
|
Alan B. Miller, Filton, Peterson, Sim |
|
|
|
2022 |
|
Marc D. Miller |
|
Alan B. Miller, Filton, Pember, Peterson, Sim |
|
|
|
2021 |
|
Marc D. Miller |
|
Alan B. Miller, Filton, Pember, Peterson |
|
|
|
2020 |
|
Alan B. Miller |
|
Marc D. Miller, Filton, Pember, Peterson |
|
|
|
|
Peer Group Issuers, Footnote |
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 2023 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. The companies in the peer group are as follows: Arcadia Healthcare Company, Inc., Community Health Systems, Inc., HCA Healthcare, Inc., and Tenet Healthcare Corporation. 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.
|
|
|
|
Adjustment To PEO Compensation, Footnote |
(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. | The following tables detail these adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date Value of New Awards |
|
|
Year End Value of New Awards (i) |
|
|
Change in Value of Unvested Prior Awards (ii) |
|
|
Change in Value of Vested Prior Awards |
|
|
Change in Value of Awards that Failed to Meet Vesting Conditions |
|
|
Total Equity CAP (c) = (i) + (ii) + (iii) + (iv) |
|
|
CAP (d) = (a) - (b) + (c) |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
CEO 1 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
CEO 2 |
|
$ |
14,407,937 |
|
|
$ |
9,888,558 |
|
|
$ |
13,063,409 |
|
|
$ |
(131,034 |
) |
|
$ |
(2,492,012 |
) |
|
$ |
— |
|
|
$ |
10,440,363 |
|
|
$ |
14,959,742 |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
Non-CEO NEOs |
|
$ |
5,764,662 |
|
|
$ |
3,384,852 |
|
|
$ |
4,123,681 |
|
|
$ |
349,678 |
|
|
$ |
(2,225,294 |
) |
|
$ |
— |
|
|
$ |
2,248,065 |
|
|
$ |
4,627,875 |
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
CEO 1 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
CEO 2 |
|
$ |
10,919,976 |
|
|
$ |
9,508,078 |
|
|
$ |
9,680,126 |
|
|
$ |
430,267 |
|
|
$ |
1,953,945 |
|
|
$ |
— |
|
|
$ |
12,064,338 |
|
|
$ |
13,476,236 |
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
Non-CEO NEOs |
|
$ |
3,270,794 |
|
|
$ |
2,342,607 |
|
|
$ |
1,915,653 |
|
|
$ |
865,575 |
|
|
$ |
1,920,853 |
|
|
$ |
(518,031 |
) |
|
$ |
4,184,050 |
|
|
$ |
5,112,238 |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
CEO 1 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
CEO 2 |
|
$ |
14,020,942 |
|
|
$ |
10,104,427 |
|
|
$ |
8,545,032 |
|
|
$ |
(2,230,851 |
) |
|
$ |
(446,165 |
) |
|
$ |
— |
|
|
$ |
5,868,017 |
|
|
$ |
9,784,532 |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
Non-CEO NEOs |
|
$ |
6,684,372 |
|
|
$ |
4,794,552 |
|
|
$ |
4,054,620 |
|
|
$ |
(4,194,869 |
) |
|
$ |
(753,674 |
) |
|
$ |
— |
|
|
$ |
(893,923 |
) |
|
$ |
995,897 |
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
CEO 1 |
|
$ |
13,246,214 |
|
|
$ |
9,603,667 |
|
|
$ |
48,125,827 |
|
|
$ |
9,138,224 |
|
|
$ |
(12,937,472 |
) |
|
$ |
— |
|
|
$ |
44,326,579 |
|
|
$ |
47,969,126 |
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
CEO 2 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
Non-CEO NEOs |
|
$ |
1,825,611 |
|
|
$ |
1,057,222 |
|
|
$ |
5,664,134 |
|
|
$ |
1,053,709 |
|
|
$ |
(1,213,213 |
) |
|
$ |
— |
|
|
$ |
5,504,630 |
|
|
$ |
6,273,018 |
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 5,764,662
|
$ 3,270,794
|
$ 6,684,372
|
$ 1,825,611
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 4,627,875
|
5,112,238
|
995,897
|
6,273,018
|
Adjustment to Non-PEO NEO Compensation Footnote |
(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. | The following tables detail these adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date Value of New Awards |
|
|
Year End Value of New Awards (i) |
|
|
Change in Value of Unvested Prior Awards (ii) |
|
|
Change in Value of Vested Prior Awards |
|
|
Change in Value of Awards that Failed to Meet Vesting Conditions |
|
|
Total Equity CAP (c) = (i) + (ii) + (iii) + (iv) |
|
|
CAP (d) = (a) - (b) + (c) |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
CEO 1 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
CEO 2 |
|
$ |
14,407,937 |
|
|
$ |
9,888,558 |
|
|
$ |
13,063,409 |
|
|
$ |
(131,034 |
) |
|
$ |
(2,492,012 |
) |
|
$ |
— |
|
|
$ |
10,440,363 |
|
|
$ |
14,959,742 |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
Non-CEO NEOs |
|
$ |
5,764,662 |
|
|
$ |
3,384,852 |
|
|
$ |
4,123,681 |
|
|
$ |
349,678 |
|
|
$ |
(2,225,294 |
) |
|
$ |
— |
|
|
$ |
2,248,065 |
|
|
$ |
4,627,875 |
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
CEO 1 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
CEO 2 |
|
$ |
10,919,976 |
|
|
$ |
9,508,078 |
|
|
$ |
9,680,126 |
|
|
$ |
430,267 |
|
|
$ |
1,953,945 |
|
|
$ |
— |
|
|
$ |
12,064,338 |
|
|
$ |
13,476,236 |
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
Non-CEO NEOs |
|
$ |
3,270,794 |
|
|
$ |
2,342,607 |
|
|
$ |
1,915,653 |
|
|
$ |
865,575 |
|
|
$ |
1,920,853 |
|
|
$ |
(518,031 |
) |
|
$ |
4,184,050 |
|
|
$ |
5,112,238 |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
CEO 1 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
CEO 2 |
|
$ |
14,020,942 |
|
|
$ |
10,104,427 |
|
|
$ |
8,545,032 |
|
|
$ |
(2,230,851 |
) |
|
$ |
(446,165 |
) |
|
$ |
— |
|
|
$ |
5,868,017 |
|
|
$ |
9,784,532 |
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
Non-CEO NEOs |
|
$ |
6,684,372 |
|
|
$ |
4,794,552 |
|
|
$ |
4,054,620 |
|
|
$ |
(4,194,869 |
) |
|
$ |
(753,674 |
) |
|
$ |
— |
|
|
$ |
(893,923 |
) |
|
$ |
995,897 |
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
CEO 1 |
|
$ |
13,246,214 |
|
|
$ |
9,603,667 |
|
|
$ |
48,125,827 |
|
|
$ |
9,138,224 |
|
|
$ |
(12,937,472 |
) |
|
$ |
— |
|
|
$ |
44,326,579 |
|
|
$ |
47,969,126 |
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
CEO 2 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
Non-CEO NEOs |
|
$ |
1,825,611 |
|
|
$ |
1,057,222 |
|
|
$ |
5,664,134 |
|
|
$ |
1,053,709 |
|
|
$ |
(1,213,213 |
) |
|
$ |
— |
|
|
$ |
5,504,630 |
|
|
$ |
6,273,018 |
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
Compensation Actually Paid vs. Net Income |
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
Total Shareholder Return Vs Peer Group |
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|
|
|
Tabular List, Table |
Measures that were most important to the last fiscal year The following performance measures reflect the Company’s most important performance measures in effect for 2023, as further described and defined in the Compensation Discussion and Analysis:
• |
|
Adjusted earnings per share, diluted |
• |
|
Income before income taxes for each of the acute care and behavioral health division |
|
|
|
|
Total Shareholder Return Amount |
$ 108
|
100
|
91
|
96
|
Peer Group Total Shareholder Return Amount |
191
|
167
|
181
|
114
|
Net Income (Loss) |
$ 717,795,000
|
$ 675,609,000
|
$ 991,590,000
|
$ 943,953,000
|
Company Selected Measure Amount |
10.54
|
9.88
|
11.82
|
11.12
|
Measure:: 1 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Adjusted earnings per share, diluted
|
|
|
|
Non-GAAP Measure Description |
Adjusted earnings per share, diluted, was selected by the Company as the Company-Selected Measure (“CSM”). It is a non-Generally Accepted Accounting Principles (“GAAP”) financial measure. A reconciliation of adjusted earnings per share, diluted, to the most directly comparable financial measure calculated in accordance with GAAP is included in the Company’s Form 8-K filed with the SEC on February 27, 2024.
|
|
|
|
Measure:: 2 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Income before income taxes for each of the acute care and behavioral health division
|
|
|
|
Measure:: 3 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Return on capital
|
|
|
|
Marc D. Miller [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
PEO Total Compensation Amount |
$ 14,407,937
|
$ 10,919,976
|
$ 14,020,942
|
$ 0
|
PEO Actually Paid Compensation Amount |
$ 14,959,742
|
$ 13,476,236
|
$ 9,784,532
|
0
|
PEO Name |
Marc D. Miller
|
Marc D. Miller
|
Marc D. Miller
|
|
Alan B. Miller [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
PEO Total Compensation Amount |
$ 0
|
$ 0
|
$ 0
|
13,246,214
|
PEO Actually Paid Compensation Amount |
0
|
0
|
0
|
$ 47,969,126
|
PEO Name |
|
|
|
Alan B. Miller
|
PEO | Marc D. Miller [Member] | Grant Date Value of New Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
9,888,558
|
9,508,078
|
10,104,427
|
$ 0
|
PEO | Marc D. Miller [Member] | Year End Value of New Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
13,063,409
|
9,680,126
|
8,545,032
|
0
|
PEO | Marc D. Miller [Member] | Change in Value of Unvested Prior Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(131,034)
|
430,267
|
(2,230,851)
|
0
|
PEO | Marc D. Miller [Member] | Change in Value of Vested Prior Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(2,492,012)
|
1,953,945
|
(446,165)
|
0
|
PEO | Marc D. Miller [Member] | Change in Value of Awards that Failed to Meet Vesting Conditions [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
PEO | Marc D. Miller [Member] | Total Equity [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
10,440,363
|
12,064,338
|
5,868,017
|
0
|
PEO | Alan B. Miller [Member] | Grant Date Value of New Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
9,603,667
|
PEO | Alan B. Miller [Member] | Year End Value of New Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
48,125,827
|
PEO | Alan B. Miller [Member] | Change in Value of Unvested Prior Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
9,138,224
|
PEO | Alan B. Miller [Member] | Change in Value of Vested Prior Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
(12,937,472)
|
PEO | Alan B. Miller [Member] | Change in Value of Awards that Failed to Meet Vesting Conditions [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
PEO | Alan B. Miller [Member] | Total Equity [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
44,326,579
|
Non-PEO NEO | Grant Date Value of New Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
3,384,852
|
2,342,607
|
4,794,552
|
1,057,222
|
Non-PEO NEO | Year End Value of New Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
4,123,681
|
1,915,653
|
4,054,620
|
5,664,134
|
Non-PEO NEO | Change in Value of Unvested Prior Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
349,678
|
865,575
|
(4,194,869)
|
1,053,709
|
Non-PEO NEO | Change in Value of Vested Prior Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(2,225,294)
|
1,920,853
|
(753,674)
|
(1,213,213)
|
Non-PEO NEO | Change in Value of Awards that Failed to Meet Vesting Conditions [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
0
|
(518,031)
|
0
|
0
|
Non-PEO NEO | Total Equity [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ 2,248,065
|
$ 4,184,050
|
$ (893,923)
|
$ 5,504,630
|