UNIVERSAL HEALTH REALTY INCOME TRU (UHT)
Sector: Real Estate
2026 Annual Meeting Analysis
UNIVERSAL HEALTH REALTY INCOME TRU · Meeting: June 10, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Class I Trustees
Against Analysis
Mr. Miller is the father of Marc D. Miller, CEO of UHS — the parent company of UHT's external advisor and a tenant generating approximately 40% of UHT's revenues — creating a direct familial relationship to senior management that raises governance concerns; additionally, the TSR underperformance trigger does not fire (UHT's 3-year return of +8.4% trails the peer group median by only 26.9 percentage points, below the 35-point threshold for a low-positive TSR company), but the familial relationship to the controlling related party is a standalone basis for an AGAINST vote under the policy.
For Analysis
Mr. McCadden is an independent trustee and Lead Trustee with strong financial credentials (former KPMG audit partner and REIT CFO), no overboarding concerns, full meeting attendance reported, and the TSR underperformance trigger does not apply — UHT's 3-year return trails the peer group median by only 26.9 percentage points, well below the 35-point threshold required to trigger an AGAINST vote.
Two Class I trustees are up for election. Robert McCadden passes all policy screens and receives a FOR vote. Alan Miller is voted AGAINST due to his familial relationship with Marc D. Miller, CEO of UHS — the parent of UHT's external advisor and the source of approximately 40% of UHT's revenues — a direct familial-relationship-to-senior-management flag under the policy. The stock performance trigger does not independently fire for either nominee, as UHT's 3-year trailing peer gap of 26.9 percentage points is below the 35-point threshold applicable to a company with low-positive absolute returns.
Say on Pay
✓ FORCEO
Alan B. Miller
Total Comp
$268,766
Prior Support
95%%
CEO total compensation reported directly from UHT was $268,766 for 2025 — an exceptionally modest figure for a healthcare REIT CEO, consisting entirely of a performance-based restricted stock award ($241,924) and dividend payments on vested shares ($26,842), with no salary or cash bonus paid directly by UHT. The compensation structure is almost entirely variable and performance-linked, with awards granted at the minimum level because UHT's 3-year average total shareholder return of -8.5% (for 2022–2024) fell below both the peer group average and the NAREIT index average — demonstrating genuine pay-for-performance alignment. Prior-year shareholder support was 95%, a strong endorsement of the program, and a meaningful clawback policy has been in place since October 2023.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
24 yrs
Audit Fees
$703,831
Non-Audit Fees
$217,580
KPMG has served as UHT's auditor since 2002, giving it approximately 24 years of tenure — just under the 25-year threshold that would trigger a No vote. Non-audit fees (tax preparation and consulting) total $217,580 against audit fees of $703,831, a ratio of approximately 31%, which is well below the 50% threshold that would raise independence concerns. No material restatements are disclosed, and KPMG is a Big 4 firm fully appropriate for a company of UHT's size.
Overall Assessment
UHT's 2026 annual meeting ballot contains three proposals: director elections, auditor ratification, and a say-on-pay advisory vote. The compensation program and auditor ratification both pass all policy screens and receive FOR votes; one of the two director nominees (Alan B. Miller) receives an AGAINST vote due to his familial relationship with the CEO of UHS, the company that serves as UHT's external advisor and largest tenant.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing