UHS (NYSE: UHS) ties 2026 executive pay to EPS, ROIC and EBITDA

Rhea-AI Filing Summary

Universal Health Services outlined 2026 incentive pay for senior executives and granted new stock-based awards. The compensation committee set target annual bonuses as a percentage of 2026 base salary, including 150% for CEO Marc D. Miller and 100% for other named executives, based on corporate and, for some leaders, divisional performance. Metrics include adjusted net income per diluted share and return on capital, with payouts ranging from 0% to 200% of target. The committee also approved a $1.07 million discretionary cash bonus for Executive Chairman Alan B. Miller for 2025.

For long-term incentives, the committee granted time-based restricted stock units and performance-based RSUs using a $185.09 share price. CEO Marc D. Miller received 29,715 RSUs and 29,715 PBRSUs, with similar but smaller awards for other executives. PBRSU payouts will now be based on three-year average Adjusted EBITDA net of noncontrolling interests, with 50% of target paid at 90% of the performance goal and up to 200% at 110% or more.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Alan B. Miller 2025 bonus: $1.07 million CEO target bonus: 150% of 2026 base salary Other executives’ target bonus: 100% of 2026 base salary +5 more

8 metrics

Alan B. Miller 2025 bonus $1.07 million Discretionary cash bonus for year ended December 31, 2025

CEO target bonus 150% of 2026 base salary Corporate performance criteria target for Marc D. Miller

Other executives’ target bonus 100% of 2026 base salary Corporate performance criteria target for Filton, Sim, Peterson

RSU and PBRSU share price $185.09 per share Closing Class B Common Stock price on March 26, 2026

CEO RSUs 29,715 RSUs Time-based RSUs granted March 26, 2026 to Marc D. Miller

CEO PBRSUs 29,715 PBRSUs Target performance-based RSUs granted March 26, 2026

PBRSU payout range 0% to 200% of target Based on 3-year average Adjusted EBITDA net of NCI

Minimum PBRSU threshold 90% of 3-year average Adjusted EBITDA 50% payout at minimum performance level

Key Terms

adjusted net income per diluted share, return on capital, time-based Restricted Stock Units, performance-based Restricted Stock Units, +2 more

6 terms

adjusted net income per diluted share financial

"a specified range of target levels of adjusted net income per diluted share attributable to UHS"

A per-share profit figure that starts with reported net income, removes one-time or unusual items and non-recurring charges or gains, then divides the adjusted profit by the number of shares after allowing for potential stock dilution. It helps investors see the company’s recurring, underlying earnings power by showing how much of the “clean” profit each share would get, like cutting a pie after taking out irregular slices so comparisons are fairer.

return on capital financial

"a specified range of target levels of return on capital (adjusted net income attributable to UHS divided by quarterly average net capital)"

Return on capital measures how much profit a business generates from the money put into it, including funds from owners and borrowed money. Investors use it like a yardstick to see how efficiently a company turns each dollar of invested cash into earnings—if the return is higher than the cost of that money, the business is creating value; if it’s lower, the investment may be destroying value.

time-based Restricted Stock Units financial

"the Committee awarded RSUs and PBRSUs to each of our executive officers"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

performance-based Restricted Stock Units financial

"the Committee awarded RSUs and PBRSUs to each of our executive officers"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

Adjusted EBITDA net of NCI financial

"three-year average adjusted earnings before interest, taxes, depreciation and amortization and the impacts of other income/expense ("Adjusted EBITDA net of NCI")"

Adjusted EBITDA net of NCI is a measure of a company’s operating profit—before interest, taxes, depreciation and amortization—after making routine adjustments (such as removing one-time items) and then subtracting the portion attributable to minority or outside owners. Think of it as the company’s core cash-earning slice of the pie that belongs only to the main owners. Investors use it to compare underlying operating performance and cash-generating ability across companies without distortion from accounting choices or minority interests.

2020 Omnibus Stock and Incentive Plan financial

"the Committee awarded RSUs and PBRSUs to each of our executive officers pursuant to the 2020 Omnibus Stock and Incentive Plan"

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2026

UNIVERSAL HEALTH SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-10765		23-2077891
(State or other jurisdiction of		(Commission		(I.R.S. Employer
Incorporation or Organization)		File Number)		Identification No.)

UNIVERSAL CORPORATE CENTER

367 SOUTH GULPH ROAD

KING OF PRUSSIA, Pennsylvania 19406

(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code (610) 768-3300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class B Common Stock	UHS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2026 Annual Incentive Bonus Performance Goals

On March 26, 2026, the Compensation Committee of the Board of Directors (the “Committee”) approved specific bonus formulae for the determination of annual incentive compensation for the Company’s executive officers for the year ending December 31, 2026, pursuant to the 2022 Executive Incentive Plan which was adopted by the Committee in March, 2022 (the “Plan”). Under the formulae approved by the Committee, each of the Company’s executive officers was assigned a percentage of such executive officer’s 2026 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.

Mr. Alan B. Miller, who serves as our Executive Chairman of the Board, may be entitled to bonuses and other compensation (including annual incentive bonuses) as may be determined by the Committee. On March 26, 2026, a discretionary cash bonus of $1.07 million was approved by our Compensation Committee and will be paid to Mr. Alan B. Miller for the year ended December 31, 2025.

The following table shows each executive officer’s corporate performance criteria target bonus as a percentage of their base salary for 2026. With respect to Messrs. Marc D. Miller and Steve G. Filton, 100% of their annual incentive bonus for 2026 will be determined using the corporate performance criteria, as described below. With respect to Messrs. Sim and Peterson, their 2026 annual incentive bonus will be 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 Award
Marc D. Miller		Chief Executive Officer (“CEO”) and President			150	%
Steve G. Filton		Executive Vice President and Chief Financial Officer (“CFO”)			100	%
Edward H. Sim		Executive Vice President (“EVP”) and President-Acute Care Division			100	%
Matthew J. Peterson		Executive Vice President and President-Behavioral Health Division			100	%

Pursuant to the Plan and the formulae approved by the Committee, each executive officer will be entitled to receive between 0% and 200% of that executive officer’s target bonus based, either entirely (100% for Messrs. Marc Miller and Steve Filton) or in part (25% for Messrs. Sim and Peterson), 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, 2026. The adjusted net income per diluted share attributable to UHS excludes the impact of future items, if applicable and material, that are nonrecurring or non-operational in nature, including, among other things, items such as changes in the value of certain non-marketable securities, and the net tax impact recorded in connection with ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting, net of the impact of executive compensation limitations pursuant to IRC section 162(m).

Pursuant to the formulae approved by the Committee, Messrs. Sim and Peterson will be entitled to receive between 0% and 200% of their target bonus that is based on the divisional results (75%). 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 consist primarily of a charge for the estimated cost of capital. The divisional income targets may be adjusted to include or exclude the impact of items, if applicable and material, that are, among other things, nonrecurring or non-operational in nature.

2026 Long-Term Incentive Stock-Based Compensation Awards - Time-Based Restricted Stock Units (“RSUs”) and Performance-Based Restricted Stock Units ("PBRSUs")

As reflected on the table below, on March 26, 2026, the Committee awarded RSUs and PBRSUs to each of our executive officers pursuant to the 2020 Omnibus Stock and Incentive Plan. The number of RSUs and PBRSUs reflected below were computed based upon the closing price of our Class B Common Stock on March 26, 2026, of $185.09 per share.

•The RSUs are scheduled to vest in four equal installments on the first, second, third and fourth anniversaries of the grant date.

•Based on information presented by our third-party executive compensation consultant, the Committee decided that, commencing with the grants made on March 26, 2026, the number of PBRSUs will be based on the average performance over the three-year measurement period (consisting of the years ending December 31, 2026, 2027 and 2028), rather than the performance being measured solely based on the aggregate performance at the end of the third year of the three-year measurement period as had been the case with prior year awards. In addition, to more closely align with the practice of our peer group companies, the payout for the achievement of the minimum performance threshold (90% of the three-year average adjusted earnings before interest, taxes, depreciation and amortization and the impacts of other income/expense ("Adjusted EBITDA net of NCI")), will remain unchanged at 50% of target, while the payout for the achievement of the maximum performance threshold (110% or greater of the three-year average Adjusted EBITDA net of NCI) will increase to 200% of target from 150% of target previously. No payout will be provided for performance that fall below the minimum performance threshold (90% of the three-year average Adjusted EBITDA net of NCI).

						Number of
				Number of		PBRSUs
Name		Title		RSUs		(at target)
Marc D. Miller		CEO and President		29,715		29,715
Alan B. Miller		Executive Chairman		14,153		14,153
Steve G. Filton		EVP and CFO		6,850		6,850
Edward G. Sim		EVP and President-Acute Care Division		6,404		6,404
Matthew J. Peterson		EVP and President-Behavioral Health Division		5,627		5,627

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Universal Health Services, Inc.
By:		/s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and             Chief Financial Officer

Date: March 30, 2026

FAQ

How did Universal Health Services (UHS) set 2026 executive bonus targets?

Universal Health Services set 2026 executive bonuses as percentages of base salary, tied to financial performance. CEO Marc D. Miller has a 150% target, while other named executives are at 100%, with actual payouts ranging from 0% to 200% based on preset metrics.

What performance metrics drive UHS executive annual incentive bonuses?

Annual incentive bonuses depend on adjusted net income per diluted share and return on capital for 2026. Some executives also have divisional pre-tax income targets, after a capital charge, with both corporate and divisional components determining payout within a 0% to 200% target range.

What long-term equity awards did UHS executives receive on March 26, 2026?

On March 26, 2026, UHS granted time-based RSUs and performance-based RSUs under its 2020 Omnibus Plan. Awards were valued using a $185.09 share price, with CEO Marc D. Miller receiving 29,715 RSUs and 29,715 PBRSUs, and other executives receiving proportionate grants.

How do UHS performance-based restricted stock units (PBRSUs) pay out?

PBRSUs now vest based on three-year average Adjusted EBITDA net of noncontrolling interests. Executives earn 50% of target at 90% of the goal, up to 200% of target at 110% or more, with no payout if results fall below the minimum threshold.

What bonus did UHS Executive Chairman Alan B. Miller receive for 2025?

The compensation committee approved a discretionary cash bonus of $1.07 million for Executive Chairman Alan B. Miller. This payment relates to performance for the year ended December 31, 2025, and is separate from the 2026 prospective incentive structures for other executives.

How are divisional performance targets used in UHS executive compensation?

For Edward G. Sim and Matthew J. Peterson, 75% of the 2026 annual incentive is based on divisional income targets. These targets reflect projected aggregate pre-tax income for acute care or behavioral health segments, net of certain deductions, and can be adjusted for material nonrecurring or non-operational items.

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