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 ☐

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☐ 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 Pursuant to §240.14a-12

UNIVERSAL DISPLAY CORPORATION

(Name of Registrant as Specified In Its Charter)

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

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

UNIVERSAL DISPLAY CORPORATION

250 Phillips Boulevard

Ewing, New Jersey 08618

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 20, 2024

Dear Shareholders:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders of Universal Display Corporation on Thursday, June 20, 2024 at 10:00 a.m., Eastern Time. This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend, vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/OLED2024 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials. We are holding the meeting to:

(1) Elect ten members of our Board of Directors to hold one-year terms;

(2) Approve an advisory resolution regarding executive officer compensation;

(3) Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024; and

(4) Transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

If you were the holder of record of shares of our common stock or Series A Nonconvertible Preferred Stock at the close of business on April 5, 2024, you are entitled to notice of, and may vote at, the annual meeting. You may also vote in advance of the meeting, as described in the proxy statement. Any such shareholder on April 5, 2024 may vote at the meeting, even if he or she has already voted before the meeting.

The proxy statement and our 2023 Annual Report to Shareholders are available free of charge at ir.oled.com.

We look forward to the meeting.

TABLE OF CONTENTS

UNIVERSAL DISPLAY CORPORATION

250 Phillips Boulevard

Ewing, New Jersey 08618

PROXY STATEMENT FOR 2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 20, 2024

INFORMATION CONCERNING THIS SOLICITATION

The Board of Directors (or “Board”) of Universal Display Corporation (“we,” “our,” “us” or the “Company”) is soliciting proxies for the 2024 Annual Meeting of Shareholders to be held as a virtual meeting via a live webcast on the Internet on Thursday, June 20, 2024, at 10:00 a.m., Eastern Time, at www.virtualshareholdermeeting.com/OLED2024 (the “Annual Meeting”). This proxy statement contains important information for shareholders to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

At the Annual Meeting, our shareholders will be asked to vote upon:

(1) the election of ten members of our Board of Directors to hold one-year terms;

(2) a proposal to approve an advisory resolution regarding executive officer compensation;

(3) a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024; and

(4) such other business as may properly come before the meeting or any postponements or adjournments thereof.

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Shareholders to be Held on June 20, 2024

This proxy statement and our 2023 Annual Report to Shareholders are available free of charge at ir.oled.com.

PROXY MATERIALS

Our Board of Directors has set April 5, 2024 as the record date for the Annual Meeting (the “Record Date”). As of the Record Date, we had outstanding 47,439,291 shares of common stock and 200,000 shares of Series A Nonconvertible Preferred Stock.

Beginning on or about April 25, 2024, we are sending proxy materials to “registered holders” as of the Record Date. Registered holders are those shareholders whose shares are registered directly in their names with our transfer agent, Equiniti Trust Company LLC.

Beginning on or about April 25, 2024, we are sending a Notice Regarding the Availability of Proxy Materials (the “Notice”) to “beneficial owners” of our stock as of the Record Date. Beneficial owners are those shareholders whose shares are held in a stock brokerage account or by a bank or other holder of record; such shareholders are also sometimes referred to as “street name” holders. Beneficial owners may view proxy materials on the Internet and may also request and receive a paper or e-mail copy of the proxy materials by following the instructions provided in the Notice.

We will pay the expenses of these solicitations. Proxies may also be solicited by telephone or in person by some of our officers, directors and regular employees or independent contractors, who will not be specially engaged or compensated for such services.

Our principal executive offices are located at 250 Phillips Boulevard, Ewing, New Jersey 08618. Our general telephone number is (609) 671-0980.

VOTING AT THE ANNUAL MEETING

Each holder of our common stock or Series A Nonconvertible Preferred Stock as of the Record Date is entitled to one vote per share on all matters to be voted on at the Annual Meeting. Holders of our common stock and Series A Nonconvertible Preferred Stock vote together as a single class on all matters.

Only shareholders of record who own shares (whether as a registered holder or a beneficial owner) as of the close of business on the Record Date are entitled to notice of, or to vote at, the Annual Meeting. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at the Annual Meeting will constitute a quorum for purposes of that matter. Shareholders of record who return a proxy card but abstain from voting or fail to vote on a particular matter will be considered “present” for quorum purposes with respect to the matter. In addition, shares held by brokers or nominees who have notified us on a proxy card or otherwise in accordance with industry practice that they have not received voting instructions with respect to a particular matter and that they lack or have declined to exercise voting authority with respect to such matter (referred to in this proxy statement as “uninstructed shares”), will be considered “present” for quorum purposes with respect to the matter. Votes not cast by brokers or nominees with respect to uninstructed shares are referred to in this proxy statement as “broker non-votes.”

The persons named in the proxy will vote the shares represented by each properly executed proxy as directed therein. In the absence of such direction on a properly executed proxy card, the persons named in the proxy will vote “FOR” the persons nominated by our Board of Directors for election as directors; “FOR” the proposal to approve, on an advisory basis, the compensation of our executive officers; and “FOR” ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024. As to other items of business that may properly be presented at the Annual Meeting for action, the persons named in the proxy will vote the shares represented by the proxy in accordance with their best judgment.

A shareholder of record (whether a registered holder or a beneficial owner) may revoke his or her proxy at any time before its exercise by giving written notice of such revocation to our Secretary. In addition, any shareholder of record (whether a registered holder or a beneficial owner) may vote online at the Annual Meeting, even if he or she has already voted prior to the Annual Meeting, in accordance with the procedure set forth below.

You may own shares of our stock both as a registered holder and as a beneficial owner, in which case you will receive proxy materials as well as the Notice. To vote all of your shares, you will vote your “registered” shares based on the instructions in the proxy card, and your “beneficially-owned” shares based on the instructions in the Notice, by any of the methods set forth below.

The preliminary voting results will be announced at the Annual Meeting. The final results will be reported in a Current Report on Form 8-K to be filed within four business days following the date of the Annual Meeting.

HOW YOU CAN VOTE

Your vote is important. You may vote by any of the following methods:

If you vote by telephone or via the Internet before the Annual Meeting, please have your Notice or proxy card available. The 16-digit control number appearing on your Notice or proxy card is necessary to process your vote. A telephone or Internet vote authorizes the named proxies in the same manner as if you marked, signed and returned a proxy card by mail.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors has fixed the number of directors serving on our Board at ten, all of whom are to be elected at the Annual Meeting. Our Board of Directors, at a meeting on March 4, 2024, unanimously agreed to increase the number of directors on the Board from eight to ten, and to elect Dr. Nigel Brown and Dr. Joan Lau as independent directors to the positions, with such Board increase and election of Dr. Brown and Dr. Lau becoming effective March 4, 2024. Each director elected will serve until our next annual meeting of shareholders and such time as a successor has been selected and qualified, or until the director’s earlier death, resignation or removal. Each of our ten director nominees has consented to being nominated and to serve if elected. If any nominee should subsequently decline or be unable to serve, the persons named in the proxy will vote for the election of such substitute nominee as shall be determined by them in accordance with their best judgment.

Pursuant to our Amended and Restated Articles of Incorporation, the holder of our Series A Nonconvertible Preferred Stock is entitled to nominate and elect two of the members of our Board of Directors. The holder of the Series A Nonconvertible Preferred Stock has waived this right with respect to the election of directors at the Annual Meeting.

All ten nominees are presently members of our Board of Directors whose terms expire at the Annual Meeting. We recommend voting “FOR” the nominees set forth below. The experience, qualifications, attributes and skills set forth next to each nominee’s name have led our Board of Directors to conclude that these nominees should serve as members of our Board.

Nominees For Election as Directors

Vote Required and Recommendation of our Board of Directors

Each director will be elected if a majority of the votes cast by all shareholders, voting as a single class, are "FOR" election with respect to that director. Abstentions on this proposal are not considered “votes cast” and will have no effect on the outcome of the vote. Similarly, broker non-votes are not considered “votes cast” with respect to this proposal and, therefore, will have no effect on the outcome of the vote. Shareholders do not have cumulative voting rights with regard to the election of members of our Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR.

Director Independence

Our Board of Directors has established a Nominating & Corporate Governance ("NCG") Committee, whose duties include, among others, making recommendations for approval to the full Board of Directors with regard to director independence. The current members of the NCG Committee are Ms. Joseph (Chair), Ms. Comparin, Ms. Gemmill, and Mr. Lacerte. Each member of our NCG Committee is an independent director under the Nasdaq Stock Market ("Nasdaq") listing requirements. Our NCG Committee operates pursuant to a written charter that was last reviewed by the NCG Committee and approved by our Board of Directors on April 2, 2024. A copy of the charter is publicly available through the “Shareholders — Corporate Governance” section of our website at www.oled.com.

After the NCG Committee makes its recommendations to the Board of Directors with regard to director independence, our Board of Directors considers and approves these recommendations. In so doing, the Board of Directors has determined that a majority of its members are “independent directors” within the meaning of applicable Nasdaq listing requirements. Our independent directors are Dr. Brown, Ms. Comparin, Mr. Elias, Ms. Gemmill, Mr. Hartley, Ms. Joseph, Mr. Lacerte and Dr. Lau. In addition, based on these listing requirements, our Board of Directors has determined that Mr. Abramson is not an independent director because he is an officer of the Company and Mr. Rosenblatt is not an independent director because he retired as an officer of the Company on December 30, 2022.

Our independent directors meet in executive session on a periodic basis in connection with regularly-scheduled meetings of the full Board of Directors, as well as in their capacity as members of our Audit, Human Capital, Environmental & Social Responsibility (“ESR”), Investment, and NCG Committees, as applicable.

In evaluating director independence, the disinterested members of our NCG Committee and the Board of Directors considered our relationship with Exponent Technologies, Inc. (“Exponent”). Exponent is a provider of information system services for payroll, benefits and human resources management. Mr. Lacerte was Chairman of the Board of Directors and Chief Executive Officer of Exponent. For 2023, we paid a total of approximately $97,237 to Exponent in connection with its provision of these services to us. This amount is well below the threshold for director independence under the Nasdaq listing requirements. There being no other factors suggesting that this relationship might impair Mr. Lacerte’s independence, the disinterested members of our NCG Committee and the Board of Directors concluded that Mr. Lacerte should be treated as an independent director.

Board and Committee Meetings; Annual Meeting Attendance

In 2023, our Board of Directors held ten meetings, our Audit Committee held five meetings, our Human Capital Committee held seven meetings, our NCG Committee held five meetings, our ESR Committee held four meetings, and our Investment Committee held two meetings. All members of the Board of Directors (or of the applicable committee of the Board) attended at least 75% of these meetings in the aggregate.

All incumbent directors and nominees for election as director are encouraged, but not required, to attend our annual meetings of shareholders. All of the current members of our Board of Directors who were members of the Board in 2023 attended our Annual Meeting of Shareholders in 2023.

Director Nominations

The duties of our NCG Committee include, among others, recommending to the full Board of Directors candidates for election and re-election as directors. The NCG Committee recommends candidates for election as directors, and the Board of Directors then approves the candidates who will be nominated to stand for election. In nominating candidates for election as directors, both our NCG Committee and our full Board of Directors consider the skills, experience, character, commitment and diversity of background of each potential nominee, all in the context of the requirements of our Board of Directors at that point in time. With respect to their consideration of diversity of background, neither our NCG Committee nor our full Board of Directors has a formal policy of assessing diversity with respect to any particular qualities or attributes. Each candidate should be an individual who has demonstrated integrity and ethics, has an understanding of the elements relevant to the success of a publicly-traded company, and has established a record of professional accomplishment in such candidate’s chosen field. Each candidate also should be prepared to participate in all Board and committee meetings that he or she attends and should not have other personal or professional commitments that might reasonably be expected to interfere with or limit such candidate’s ability to do so. Additionally, in determining whether to recommend a director for re-election, the director’s past attendance at Board and committee meetings is considered.

Our Board of Directors has no stated specific, minimum qualifications that must be met by candidates for election as directors. However, in accordance with U.S. Securities and Exchange Commission (“SEC”) rules and applicable Nasdaq listing requirements, at least one member of our Board of Directors is expected to meet the criteria for an “audit committee financial expert” as defined by SEC rules, and a majority of the members of the Board are expected to meet the definition of “independent director” within the meaning of SEC rules and applicable Nasdaq listing requirements.

Any shareholder of record entitled to vote in the election of directors at an annual or special meeting of our shareholders may nominate one or more persons to stand for election to the Board at such meeting in accordance with the requirements of our Amended and Restated Bylaws. In order to be considered by our Board of Directors in connection with the nominations process for our 2025 Annual Meeting of Shareholders, all such director nominations must be received by our Secretary at our principal executive offices by February 20, 2025. Each such submission must be in writing and must comply with the notice, information and consent provisions contained in our Amended and Restated Bylaws. In addition, each such submission must include any other information required by Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Submissions should be addressed to our Secretary at the following address: Universal Display Corporation, 250 Phillips Boulevard, Ewing, New Jersey 08618.

Our NCG Committee will consider all candidates identified by shareholders through the processes described above, and will evaluate each of them, including incumbent directors, based on the same criteria and make a recommendation to the full Board of Directors relating to all candidates for director. Although we have no formal policy regarding shareholder nominees, our Board of Directors believes that shareholder nominees should be viewed in substantially the same manner as other nominees. The consideration of any candidate for director will be based on an assessment of the individual’s background, skills and abilities, together with an assessment of whether such characteristics qualify the individual to fulfill the needs of our Board of Directors at that time.

Board Leadership Structure

Our Board is currently composed of ten directors – eight independent directors and two directors who are or recently were executive officers of the Company. We believe that the overlap between our Board of Directors and executive management has been advantageous to us, as we have benefited from strong, clear, consistent and cohesive leadership. Since December 2007, our Board of Directors has had a leadership structure in which the Board’s Chair and our Chief Executive Officer are different persons.

In June 2023, Mr. Rosenblatt assumed the role of Board Chair from Ms. Gemmill, and Ms. Gemmill resumed the role of our lead independent director, a position she previously held from February 2018 to June 2022. As Lead Independent Director, Ms. Gemmill promotes strong, independent oversight of the Company’s management and affairs, undertaking activities such as developing agendas for and chairing executive sessions of the Board, acting as a liaison between the independent directors and the Board Chair, and engaging with shareholders as part of the Company’s shareholder outreach efforts.

Our independent directors meet in executive session on a periodic basis in connection with regularly-scheduled meetings of the full Board of Directors, as well as in their capacity as members of our Audit, Human Capital, ESR, Investment, and NCG Committees. Members of our Board of Directors, who all actively participate in Board activities and meetings, are able to propose items for inclusion on Board meeting agendas, and our Board meetings include time for discussion of items not on the formal agenda.

Each of our directors is a sophisticated and seasoned businessperson, experienced in board processes and knowledgeable regarding matters of corporate governance, and has substantial leadership experience in his or her field. For additional information about the backgrounds and qualifications of our directors, see above under the heading “Nominees For Election as Directors.”

Pursuant to the Nasdaq’s Board Diversity Rules, below is the Company’s Board Diversity Matrix outlining diversity statistics regarding our Board of Directors. In addition to gender and demographic diversity, we also recognize the value of other diverse attributes that directors may bring to our Board of Directors, including as veterans of the U.S. Military. We are proud to report that of our ten current directors, two are also military veterans.

Audit Committee

Our Board of Directors has established a standing Audit Committee. The current members of our Audit Committee are Ms. Comparin (Chair), Mr. Elias, Ms. Gemmill, Mr. Hartley, and Mr. Lacerte.

Our Audit Committee operates pursuant to a written charter that complies with the applicable provisions of the Sarbanes-Oxley Act of 2002 and related rules of the SEC and Nasdaq listing standards. The Audit Committee Charter was last reviewed by our Audit Committee and approved by our Board of Directors on April 2, 2024 and a copy of the charter is publicly available through the “Shareholders — Corporate Governance” section of our website at www.oled.com.

According to its charter, our Audit Committee is responsible for, among other things:

Each member of our Audit Committee meets the financial knowledge and independence criteria of the Nasdaq listing requirements. In April 2024, our Board of Directors determined that Ms. Comparin, Chair of the Audit Committee, is an “audit committee financial expert” as such term is defined under SEC regulations and that Ms. Comparin meets the financial sophistication and independence standards mandated by the Nasdaq listing requirements.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed with Company management the audited financial statements of the Company for the year ended December 31, 2023, as well as management’s assessment of the Company’s internal control over financial reporting as of December 31, 2023. In addition, the Audit Committee has discussed with the Company’s independent registered public accounting firm, KPMG LLP, the matters required to be discussed by Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard No. 16. The Audit Committee also has received the written communications from KPMG LLP required by the PCAOB regarding KPMG LLP’s communications with the Audit Committee concerning independence and has discussed the independence of KPMG LLP with that firm. Based on the Audit Committee’s review of the matters noted above and its discussions with management and the Company’s independent registered public accounting firm, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Human Capital Committee

Our Board of Directors has established a standing Human Capital Committee. The current members of our Human Capital Committee are Mr. Lacerte (Chair), Ms. Gemmill, Mr. Hartley, and Ms. Joseph.

Our Human Capital Committee operates pursuant to a written charter that was last reviewed by our Human Capital Committee and approved by our Board of Directors on April 2, 2024. A copy of the charter is publicly available through the “Shareholders — Corporate Governance” section of our website at www.oled.com.

According to its charter, our Human Capital Committee is responsible for, among other things:

Our Human Capital Committee has historically determined the compensation for the Company’s executive officers in two stages. Base salary adjustments and perquisites and other benefits (life insurance coverage, automobile allowance, etc.) traditionally have been approved to coincide with the annual employment anniversaries of these individuals with the Company. Awards under our Annual Incentive Plan (which we sometimes refer to as bonuses), long-term incentive equity compensation awards and any special cash or non-cash awards typically have been granted shortly after year-end. This enables the Human Capital Committee to review and consider the Company’s fiscal performance for the year in determining these awards.

For 2023, our Human Capital Committee recommended, and our Board of Directors approved in December 2022, a compensation program for non-employee members of our Board of Directors consistent with the compensation program for 2022, as described below under “Compensation of Directors.”

Board compensation was paid in 2023 in quarterly installments at the end of each quarter during the year. Mr. Abramson, the lone director who also served as an officer of the Company in 2023, did not receive compensation for his service on the Board during 2023.

In order to facilitate the Human Capital Committee’s activities, Company management recommends to the Committee proposed compensation for the Company’s executive officers and directors. However, the Human Capital Committee exercises independent judgment in determining compensation for the Company’s executive officers and directors, and in recommending this compensation to the full Board of Directors for approval. As part of this process, the Human Capital Committee meets in executive session to review and ultimately finalize its recommendations.

Since 2009, the Human Capital Committee has consulted from time to time as to compensation matters with Korn Ferry, a global management consulting firm (“Korn Ferry”). As discussed below under “Executive Compensation – Compensation Discussion and Analysis,” the Human Capital Committee consulted with Korn Ferry in establishing the executive compensation program for 2023.

Human Capital Committee Interlocks and Insider Participation

Each member of our Human Capital Committee is an independent director under the Nasdaq listing requirements. None of the members of our Human Capital Committee were officers or employees of the Company or any of its subsidiaries during 2023, were formerly officers of the Company or any of its subsidiaries, or had any relationship with the Company since the beginning of 2023 that requires disclosure under Item 404 of Regulation S-K, nor have there been since the beginning of 2023 any compensation committee interlocks involving our directors and executive officers that require disclosure under Item 407 of Regulation S-K.

REPORT OF THE HUMAN CAPITAL COMMITTEE

The Human Capital Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with Company management and, based on such review and discussions, the Human Capital Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Shareholder Communications

Shareholders may send communications to our Board of Directors, or to individual members of our Board of Directors, care of our Secretary at the following address: Universal Display Corporation, 250 Phillips Boulevard, Ewing, New Jersey 08618. In general, all shareholder communications sent to our Secretary for forwarding to our Board of Directors, or to specified Board members, will be forwarded in accordance with the sender’s instructions. However, our Secretary reserves the right to not forward to members of our Board of Directors any abusive, threatening or otherwise inappropriate materials. Information on how to submit complaints to our Audit Committee regarding accounting, internal accounting controls or auditing matters can be found on the “Shareholders — Corporate Governance” section of our website at www.oled.com. The information on our website referenced in this proxy statement is not and should not be considered a part of this proxy statement.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Philosophy and Objectives

Compensation and benefits programs are an important part of the relationship between our Company and our Named Executive Officers (defined under the “Summary Compensation Table” section below). Compensation for our Named Executive Officers is intended to be competitive, thereby allowing us to attract, motivate and retain talented personnel. We also seek to reward our Named Executive Officers for accomplishments and contributions to the Company’s long-term strategic and short-term business goals.

What We Do vs. What We Do Not Do

Below is a summary of executive compensation policies and practices we have chosen to implement to support our executive compensation philosophy and objectives, and practices we have chosen not to implement:

How We Determine Named Executive Officer Compensation

The process of establishing compensation for our Named Executive Officers for 2023 began with a review of the compensation paid to our Named Executive Officers in recent years. We have historically used prior compensation as a starting point because we believe, as a general matter, that executive compensation should remain relatively consistent from year-to-year while providing appropriate incentives for achieving desired results.

In setting 2023 performance target goals, the Human Capital Committee, with the assistance of Korn Ferry, used prior compensation as a baseline and considered the extent to which we achieved our business goals for 2022 as well as the projected 2023 needs and opportunities of the Company. As discussed below under “Short-term Incentive Compensation,” the Human Capital Committee (with the assistance of Korn Ferry) established individual targets for 2023 relating to the short-term incentive program, in accordance with the Universal Display Corporation Annual Incentive Plan (“Annual Incentive Plan”). Under this approved program, each of our Named Executive Officers was eligible to receive cash incentive awards (which we sometimes refer to as bonuses), whereby targets were set as an individually-defined percentage of their base salary with actual target payouts further modified, based on the achievement of pre-established performance goals at threshold, target and maximum levels.

With respect to long-term incentive compensation for 2023, as explained in more detail below, each of our Named Executive Officers received a target long-term incentive award in an amount that is based on their respective base salaries. One-third of each target award granted in 2023 was in the form of time-vesting restricted stock units (“RSUs”) that vest over three years from the date of grant on a

pro-rata basis with one-third vesting in each of 2024, 2025 and 2026. The remaining portion of each long-term incentive award for 2023 was in the form of performance stock units (“PSUs”) that will vest in 2026 based on the achievement of pre-established performance goals at the end of a three-year performance period from January 2023 through December 2025.

Finally, the Human Capital Committee considered other factors that may be relevant to compensation decisions with respect to our Named Executive Officers, including the state of the general economy.

Executive management makes recommendations to our Human Capital Committee regarding all aspects of compensation for our Named Executive Officers. However, final decisions on any major element of compensation, as well as total compensation for our Named Executive Officers, are made by our Human Capital Committee. Our Chief Executive Officer did not participate in Human Capital Committee or Board deliberations regarding his compensation.

In making compensation decisions, the Human Capital Committee considered whether the proposed compensation to our Named Executive Officers is within the range of compensation generally known to be paid to executives at other companies. Other than in any data provided by Korn Ferry, information on the compensation paid to executives at other companies is not tabulated or summarized, and the Human Capital Committee did not engage in any formal form of compensation benchmarking.

In determining executive compensation, the Human Capital Committee considered the current value to our Named Executive Officers of compensation paid or issued to them for prior years. However, the Human Capital Committee has not focused on gains or losses from prior grants or other awards because it believes that those gains or losses are not particularly significant in relation to overall compensation, and that gains or losses from prior awards do not have a substantial effect on the future performance of our Named Executive Officers.

From time to time, we utilize external consultants to assist in determining executive compensation, as we did in 2023 when Korn Ferry assisted the Human Capital Committee in establishing program designs relating to the 2023 short-term and long-term incentive programs.

Shareholder Outreach

We have conducted an annual shareholder outreach program in each of the past eight years to provide an opportunity for shareholders to have direct discussions with the Company regarding executive compensation. Each year, we have invited shareholders holding at least a majority of the outstanding shares to participate in meetings regarding compensation. As a part of our shareholder outreach, we contacted shareholders representing more than 50% of our total outstanding shares as of December 31, 2023, and we held seven individual meetings with shareholders representing approximately 25% of such shares. Ms. Gemmill, our Lead Independent Director, attended each of these individual shareholder meetings. We have received valuable feedback in these direct shareholder conversations and have taken views expressed by these shareholders into consideration in devising our executive compensation programs and Company policies.

Elements of Compensation

For 2023, total compensation awarded to our Named Executive Officers consisted of the following elements:

The above elements, which are more particularly set forth below, provide our Named Executive Officers both cash and non-cash, or equity, compensation. We believe that each of these elements is an important and necessary component of executive compensation.

Base salaries

We believe that there is a general expectation by our Named Executive Officers that their base salaries will remain relatively consistent year-to-year, subject to limited merit-based adjustments. In addition, as we and our industry continue to grow, we believe that there is an expectation among our executive officers that we provide competitive base salaries relative to our industry and geographic scope.

In 2023, the base salaries of our Named Executive Officers were increased by 5% over the prior year. These annual increases in 2023 were intended to offset increases in the cost of living, although no actual survey of cost-of-living indices was conducted. As in prior years, salaries were increased on the annual employment anniversary dates or traditional salary adjustment dates for these individuals.

Consistent with previous years, all adjustments to the salaries of our Named Executive Officers for 2023 were recommended by Company executive management and approved by our Human Capital Committee.

Short-term Incentive Compensation

Annual Incentive Plan

The Company’s short-term incentive program for Named Executive Officers consists of the Annual Incentive Plan. All senior executives of the Company and its subsidiaries are eligible to participate in the Annual Incentive Plan to earn a bonus based on the achievement of pre-established performance objectives. The Human Capital Committee designates which senior executives will participate in the Annual Incentive Plan for each fiscal year.

Bonus awards under the Annual Incentive Plan are awarded to eligible participants on an annual basis if the performance goals established by the Human Capital Committee are met. At the beginning of each fiscal year, the Human Capital Committee establishes each participant’s target and maximum bonus award, the performance goals applicable to the bonus award, and such other conditions as the Human Capital Committee deems appropriate. In 2023, the performance goals provided for differing amounts to be paid (e.g., threshold, target and maximum amounts) based on differing levels of performance for each performance goal. The performance goals may relate to the financial performance of the Company and its subsidiaries or one or more business units, and, where appropriate, may relate to a participant’s individual performance.

At the end of the fiscal year, the Human Capital Committee, with the assistance of Korn Ferry, determines the extent to which the performance goals and other conditions of the bonus awards have been met and the amount, if any, to be paid to each participant. A participant will not earn a bonus for any portion of the performance goals for a fiscal year under the Annual Incentive Plan if the level of achievement of the performance goals is below the threshold requirement to earn an award, as established by the Human Capital Committee.

Any bonus awards that are earned for a fiscal year are paid shortly after the end of the fiscal year, after the Human Capital Committee certifies attainment of the performance goals and confirms that the participant is otherwise eligible for such payment under the terms of the applicable award program. Bonus awards under the Annual Incentive Plan are payable in cash, shares of our common stock or stock units under the Universal Display Corporation Equity Compensation Plan, or such other form as the Human Capital Committee determines in its discretion.

For 2023, the Annual Incentive Plan utilized revenue and adjusted operating income metrics (based on the achievement of pre-established targets) as the performance factors for awards under the Annual Incentive Plan. In future years, performance goals may be based on one or more of the following criteria, either in absolute terms or in comparison to publicly available industry standards or indices: stock price, return on equity, assets under management, EBITDA, earnings per share, price-earnings multiples, net income, revenues, working capital, accounts receivable, productivity, margin, net capital employed, return on assets, shareholder return, return on capital employed, increase in assets, operating expense, unit volume, sales, internal sales growth, cash flow, market share, relative performance to a comparison group designated by the Human Capital Committee or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures.

Awards under the Annual Incentive Plan Paid for 2023 Performance

Each participant’s target and maximum incentive award and the performance goals applicable to the incentive award were based 80% upon Company financial performance factors and 20% upon key performance indicators ("KPIs"). The Company financial performance factor was based on the achievement of specific revenue and adjusted operating income targets. The target amount for the revenue component of the Company financial performance factors was set at revenue achievement of $575 million. A revenue threshold level of $550 million was also established, at which 50% of the target payout would be earned. Revenue below such threshold would generate no payouts under the financial performance factor. A maximum award of 200% of the target payout under the applicable performance factor would be earned in the event revenue exceeded $610 million. The target amount for the adjusted operating income component of the Company financial performance factors was set at adjusted operating income achievement of $245 million. An adjusted operating income threshold level of $235 million was also established, at which 50% of the target payout would be earned. Adjusted operating income below such threshold would generate no payouts under the financial performance factor. A maximum award of 200% of the target payout under the applicable performance factor would be earned in the event adjusted operating income exceeded $260 million.

The 20% KPIs were based upon team and individual KPIs using a scorecard. The KPIs were designed to measure the success of each individual Named Executive Officer in the performance of their job functions. The KPIs were intended to measure the performance of the portion of the organization for which the Named Executive Officer had responsibility, as well as the contribution of that portion of the organization to the overall performance of the Company. The KPIs also were intended to define strategic objectives that prioritized critical short-term and long-term actions for the Company to deliver shareholder value.

For example, with respect to our Chief Executive Officer and each of our other Named Executive Officers, KPIs included at least four of the following:

As provided for in more detail below, for 2023 the Named Executive Officers exceeded both their target financial performance objectives and KPI goals and received approximately 137% of their target payouts per the performance scorecard.

The Named Executive Officers’ initial 2023 targets under the Annual Incentive Plan are set forth below:

The Company exceeded both the revenue and adjusted operating income targets that make up the financial performance metrics noted above, achieving $576 million in revenue and $251 million in adjusted operating income in 2023, and each of the Named Executive Officers received maximum ratings in their team/individual performance factors (which in large part was reflected in the Company’s strong financial performance), resulting in each of these executives achieving approximately 137% of their respective target bonus award under the Annual Incentive Plan. The awards for 2023 performance under the Annual Incentive Plan approved by our Human Capital Committee on February 20, 2024 and paid to such executives in March 2024 were: Mr. Abramson – $1,543,185; Dr. Brown – $1,192,303; Mr. Premutico – $1,009,337; Ms. Mahon – $821,616; and Mr. Millard – $489,090. These cash payments were subject to customary tax withholding consistent with applicable requirements.

Long-term incentive equity compensation awards

2023 Equity Compensation Awards

We use long-term incentive equity compensation awards to link the compensation paid to our Named Executive Officers with our future performance and the future performance of our common stock. We believe that this helps align the interests of our Named Executive Officers with those of our shareholders. We also use these awards to encourage our executive officers to remain with the Company through the applicable vesting period.

In 2023, as in prior years, the Company utilized a long-term incentive equity compensation approach in which equity grants are made annually, consisting of RSUs that vest ratably over a three-year period along with PSUs that vest at the end of a three-year performance period based upon specific performance criteria. Korn Ferry has assisted our Human Capital Committee since 2013 in developing this long-term executive incentive compensation structure, and each year since that time, our Human Capital Committee, with the assistance of Korn Ferry, determines eligibility, target award levels and performance measures.

With respect to long-term incentive awards granted in 2023, our Human Capital Committee and full Board of Directors approved, on an effective date of March 7, 2023, target long-term incentive awards for our Named Executive Officers, with one-third of the total target shares of each award in the form of time-vesting RSUs and the other two-thirds in the form of target PSUs vesting upon the achievement of certain performance criteria over identified performance periods.

The time-vesting RSU portion of the award granted on March 7, 2023 to the Named Executive Officers was in the following amounts: Mr. Abramson – 14,425; Dr. Brown – 10,125; Mr. Premutico – 7,790; Ms. Mahon – 6,275; and Mr. Millard – 3,607. Each of the foregoing awards vested or will vest one-third each year on March 7, 2024, 2025 and 2026, subject to the continued employment of each Named Executive Officer on the applicable vesting date.

The performance-based PSU portion of the award granted on March 7, 2023 to the Named Executive Officers was as follows: Mr. Abramson – 28,851; Dr. Brown – 20,251; Mr. Premutico – 15,580; Ms. Mahon – 12,551; and Mr. Millard – 7,215. These PSU awards represent target awards and will vest based on the achievement of pre-established relative performance goals from January 2023 through December 2025. Half of the PSUs awarded in March 2023 will vest based on the achievement of a cumulative adjusted EBITDA performance target for the three year period from January 1, 2023 to December 31, 2025, with one quarter vesting based on the achievement of total shareholder return ("TSR") relative to TSR of the companies in the Nasdaq Electronics Components Index for the three year period from January 1, 2023 to December 31, 2025, and the other quarter vesting based on the achievement of cumulative total gross margin performance targets for the three year period from January 1, 2023 to December 31, 2025. The PSU target awards are subject to a sliding scale multiplier ranging from 0x to 3x based upon the percentile achievement with respect to each relative target. In addition, the PSUs are subject to the continued employment of each Named Executive Officer on the applicable vesting date.

Supplemental retirement benefits

Universal Display Corporation Supplemental Executive Retirement Plan

In 2010, our Human Capital Committee and our Board of Directors approved and adopted the Universal Display Corporation Supplemental Executive Retirement Plan, which was amended in 2015 (as amended, the “SERP”). The SERP is a nonqualified deferred compensation plan under the Internal Revenue Code (the “IRC”) and is unfunded. Participants include management or highly compensated employees of the Company, including the Named Executive Officers, who are selected by the Human Capital Committee to receive benefits under the SERP. The Human Capital Committee retained Korn Ferry to assist it in structuring the SERP in 2010 and amending the SERP in 2015.

The SERP was adopted to provide key employees with supplemental retirement benefits and to encourage their continued employment with the Company. Under the SERP, if an executive officer participant resigns or is terminated without cause at or after age 65 and with at least 20 years of continuous service with the Company, he or she will be eligible to receive a SERP benefit, payable in equal amounts over 10 years, based on a present value calculation of the benefit amount for the participant’s actuarial remaining life expectancy, and a percentage of the participant’s combined annual base salary and average annual bonus for the most recent three fiscal years ending prior to the participant’s date of termination of employment. The percentage is 50%, 25% or 15%, depending on the participant’s benefit class. Each of Mr. Abramson, Dr. Brown, Mr. Premutico and Ms. Mahon has been designated as a participant in the SERP in the 50% benefit class. Mr. Millard does not participate in the SERP and the Company does not currently plan on adding additional participants to the SERP in the future.

If a participant resigns after age 65 and with at least 15 years of service, he or she will be eligible to receive a prorated SERP benefit. If a participant is terminated without cause or on account of a disability after at least 15 years of service, he or she will be eligible to receive a prorated SERP benefit regardless of age. The prorated benefit in either case will be based on the participant’s number of years of

service (up to 20), divided by 20. In the event a participant is terminated for cause, his or her SERP benefit and any future benefit payments are subject to immediate forfeiture. The ages of the Named Executive Officers designated as participants in the SERP are as follows: Mr. Abramson – 72, Dr. Brown – 63, Mr. Premutico – 58 and Ms. Mahon – 66.

In the event of a change in control of the Company, each participant in the SERP will become immediately vested in his or her benefit under the SERP. Unless the participant’s benefit has already fully vested, if the participant has less than 20 years of service at the time of the change in control, he or she will receive a prorated benefit based on his or her number of years of service (up to 20), divided by 20. If the change in control qualifies as a “change in control event” for purposes of Section 409A of the IRC, then each participant (including former employees who are entitled to SERP benefits) will receive a lump sum cash payment equal to the present value of the benefit immediately upon the change in control.

As an individual with special expertise and institutional knowledge that the Company considers to be highly valuable to the Company’s continued success, Mr. Abramson is designated as a special participant under the SERP. Having reached the age of 65 and with 20 years of continuous service, upon resignation or termination without cause or on account of disability, he will be eligible to receive a SERP benefit. The SERP benefit for Mr. Abramson, as a special participant, is additionally based on the actuarial remaining life expectancy of his surviving spouse, if any, along with his own life. The accumulated benefit under the SERP for Mr. Abramson may change subject to a change in his marital status. Except as described above, Mr. Abramson is subject to the same treatment as other participants in the SERP.

UDC, Inc. Nonqualified Deferred Compensation Plan

On October 31, 2023, our Human Capital Committee and our Board of Directors approved and adopted the UDC, Inc. Nonqualified Deferred Compensation Plan (the “DCP”), which went into effect on January 1, 2024. The DCP is a nonqualified deferred compensation plan under the IRC and is unfunded. The DCP allows a select group of key management and highly compensated employees, including the Named Executive Officers, to defer receiving certain of their salary and cash incentive compensation. The DCP also enables participants to defer a portion of their salary and cash incentive compensation, subject to any minimums or maximums established by the Company and certain restrictions. Participants select from various investment options available under the DCP to invest their elective deferrals. There are no guaranteed returns for any of the investment options or for any participants in the DCP. Distributions under the DCP will be paid based on a pre-determined payment schedule upon termination of service for any reason (including death) and a change in control.

The Company reserves the right under the DCP to make discretionary contributions to participant accounts from time to time. The participants’ elective deferrals are 100% vested immediately, with any discretionary contributions by the Company to vest based on a schedule determined at the time of contribution, subject to acceleration in certain circumstances. Should a participant’s employment with the Company be terminated for cause, no benefits of any kind will be due or payable under the DCP from the Company’s contributions.

The Company pays all of the administrative costs of the DCP. Any assets of the Company set aside with respect to the DCP are subject to the claims of the Company’s general creditors in the event of bankruptcy or other insolvency. No assets are placed into an account in the name of any participant. An account in the DCP will not give a participant any interest in the Company’s assets or the assets of any of its affiliates, or a right to payment other than as provided in the DCP. Participants in the DCP are general unsecured creditors of the Company with respect to amounts payable under the DCP.

Special event awards

From time to time, we may issue cash and non-cash awards to our employees, including our Named Executive Officers, relating to the occurrence of special events. For example, we have historically awarded a small amount of cash or equity compensation to our employees in connection with the filing and issuance of new patents on which they are named inventors. From time to time, we also have issued cash awards to our employees in connection with their having achieved special recognition in their field or in the industry. We believe these awards are an important component of compensation intended to recognize our employees for special individual accomplishments that are likely to benefit us and our business.

Our Human Capital Committee did not award any special event awards, cash or non-cash, to our Named Executive Officers for 2023 performance.

Perquisites and other benefits

We provide benefits to all of our employees, including our Named Executive Officers. These include paid time off, paid sick time, Company-sponsored life, short-term and long-term disability insurance, individual and family medical and dental insurance, 401(k) plan contributions and other similar benefits. We believe these benefits are an important factor in helping us maintain good relations with our employees and in creating a positive work environment.

For some of these employee benefits, the actual amount provided depends on the employee’s salary, such that our higher-salaried employees, including our Named Executive Officers, receive total benefits that are greater than those of other employees. For example, beginning on January 1, 2017, rather than matching a certain percentage of employee contributions under our 401(k) plan, we started making nonelective employer contributions of 3% of compensation for all employees (up to the permissible limit), resulting in the maximum permissible contribution of $9,900 for all our Named Executive Officers in 2023.

We also made life and disability insurance premium payments on behalf of our Named Executive Officers in 2023. Again, the actual amount of these payments depends in part on the employee’s age and salary, such that payments made on behalf of our older or higher-salaried employees, which includes our Named Executive Officers, will be greater than those made on behalf of other employees. These life insurance premium payments were also higher for our executive officers because they are entitled to a benefit equal to two times their annual base salary, as compared to our other employees who are entitled to a benefit equal to their annual base salary. In addition, we made premium payments for supplemental disability and excess life insurance coverage for Mr. Abramson. However, the dollar value of all of these payments was relatively small compared to the total compensation paid to our Named Executive Officers for the year, and in any event, we consider these type of benefits to be standard components of executive compensation at most companies.

In 2023, as in prior years, we provided an automobile allowance of $500 per month to each of Mr. Abramson, Dr. Brown, Mr. Premutico, Ms. Mahon and Mr. Millard, and reimbursed each of them for reasonable expenses associated with the automobiles they used to commute to our offices in Ewing, New Jersey, such as expenses for automobile repairs and insurance. We do not consider this additional benefit to be a substantial component of executive compensation.

Pay Ratio Disclosure

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and applicable SEC rules, we are providing the information below about the relationship of our Chief Executive Officer’s compensation to our median employee’s compensation.

The total annual compensation for 2023 was $136,295 for our median employee and $9,255,652 for our Chief Executive Officer. The resulting ratio of our Chief Executive Officer’s pay to the pay of our median employee for 2023 is 68 to 1.

To identify our median employee, we examined the 2023 compensation for all individuals who were employed by us on December 31, 2023, excluding our Chief Executive Officer. For the purpose of identifying the median employee, we included base pay, equity grants, bonus and other non-equity payments given in the year in our calculation of 2023 compensation. We included all world-wide employees, whether employed on a full-time, part-time or seasonal basis. We annualized the compensation for full-time employees who were not employed by us for all of 2023. All non-U.S. employees’ pay was converted into U.S. Dollars using an exchange rate based on our determination date of December 31, 2023.

After identifying our median employee (who is located in the U.S.), we calculated the median employee’s 2023 annual total compensation using the same methodology we used to determine our Named Executive Officers’ total compensation for the Summary Compensation Table in this proxy statement.

Stock Ownership Guidelines

Executive Stock Ownership Guidelines

On April 4, 2017, the Board of Directors approved stock ownership guidelines for our Named Executive Officers, to further align the long-term interests of the Company’s executive officers with the interests of the Company’s shareholders. Under the guidelines, each Named Executive Officer will be expected to own a number of shares of the Company’s common stock with a market value equal to at least the following amount for as long as he or she remains an executive:

For the purpose of meeting the applicable ownership threshold, ownership includes all shares of common stock held beneficially or of record by the executive (or his or her spouse), including restricted stock and stock units (including unvested shares) and shares held by

certain trusts and plans. Performance stock units and unexercised options are not included. If an executive is not in compliance with the guidelines, such executive will not be permitted to sell or otherwise dispose of stock until his or her applicable threshold is met.

The holding period requirements set forth in the executive stock ownership guidelines are in addition to any applicable holding period requirement set forth in any equity award agreement to which an executive may be party. Newly appointed executives have a period of five years to achieve stock ownership thresholds consistent with their new position and are deemed to be in compliance with the guidelines during such period. Each of the Named Executive Officers is currently deemed to be in compliance with the stock ownership guidelines for our executive officers.

Director Stock Ownership Guidelines

On December 15, 2011, the Board of Directors of the Company approved stock ownership guidelines for members of the Board who are not officers of the Company. These guidelines require such individuals to own a number of shares of the Company’s common stock equal in value to ten times their annual cash compensation for Board service, excluding additional compensation for Committee service or based on Board meeting attendance. Individuals are allowed five years from the date they are first elected to the Board to comply with these guidelines, and once an individual is determined to be in compliance with these guidelines, that individual will not be considered out of compliance with these guidelines at any future time due solely to a decrease in the share price of the Company’s common stock since the last compliance measurement date.

Compliance with the stock ownership guidelines for these Board members is measured as of the first business day of each calendar year using (1) the highest closing price of the Company’s common stock on the Nasdaq Global Select Market during the immediately preceding calendar year, and (2) the annual cash compensation to the individual for Board service for the immediately preceding calendar year. The highest closing price of the Company’s common stock on the Nasdaq Global Select Market in 2023 was $193.28 per share. The annual cash compensation to each member of the Board who is not an officer of the Company was $74,520 for 2023. On this basis and consistent with the above policy, on the first business day of 2024 (January 2, 2024), each member of the Board who was required to own at least 3,856 shares of the Company’s common stock did in fact own such shares.

Clawback Policy for Named Executive Officer Compensation

On December 1, 2023, in accordance with applicable Nasdaq listing standards, the Board of Directors approved a new executive compensation recovery or “clawback” policy, to promote and maintain a culture of diligent and principled management of the Company and so that an executive officer should not receive an improper benefit of performance compensation. This policy requires that in the event the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws, the Company shall recover the amount of any erroneously awarded compensation that is granted, earned, paid, received, or vested, based wholly or in part upon the attainment of any financial reporting measure that is received by any officer of the Company as contemplated under Section 16 of the Exchange Act (including all of our Named Executive Officers) during the three completed fiscal years immediately before the date that the Company is required to prepare the restatement.

The compensation recovery requirements set forth in our executive compensation recovery policy are in addition to any clawback, recoupment or compensation recovery provisions that are included in any equity award agreement, employment agreement, bonus plan or similar agreement or plan. With respect to short-term compensation, our Annual Incentive Plan provides that any bonuses granted under the Annual Incentive Plan are subject to any applicable clawback or recoupment policy that the Board of Directors may adopt. Likewise, the equity grant award letters evidencing the RSUs and PSUs granted to the Named Executive Officers as part of our long-term incentive program state that such awards are subject to any applicable clawback or recoupment policies implemented by the Board from time to time.

Change in Control Payments

In April 2003, we entered into change in control agreements with Mr. Abramson, Dr. Brown and Ms. Mahon. These agreements were amended and restated in November 2008 in order to bring them into compliance with the strict timing and documentary requirements of Section 409A of the IRC and the regulations issued thereunder. Mr. Premutico entered into a change in control agreement on April 16, 2012, and Mr. Millard entered into a change in control agreement on September 6, 2022, to enable each of them to receive change in control benefits commensurate with those offered to our other executive officers. Mr. Millard's agreement was amended on May 31, 2023, to eliminate the “gross-up” provisions that would compensate Mr. Millard for any taxes he might owe in connection with receipt of these benefits. Both the original agreements and the amended and restated agreements were approved by our Board of Directors.

The change in control agreements provide for certain cash payments and other benefits to our Named Executive Officers in the event that their employment is terminated or their responsibilities are substantially reduced, in connection with a change in control of the Company, constituting a “double-trigger” mechanism whereby benefits are not paid unless both conditions are met. We believe these agreements help to reinforce and encourage the continued attention and dedication of our Named Executive Officers to the Company in the event they are asked to help facilitate a change in control.

Under the change in control agreements, our Named Executive Officers would receive benefits equal to two times their base salaries and annual bonuses, plus ancillary benefits relating to life and disability insurance, medical and dental coverage and employment outplacement services. The change in control agreements utilize the “double-trigger” mechanism because we believe our Named Executive Officers should only receive these benefits if they suffer a reduction in employment status associated with a change in control. The agreements entered into by Mr. Abramson, Dr. Brown, Mr. Premutico and Ms. Mahon also include “gross-up” provisions that would compensate our Named Executive Officers for any taxes they might owe in connection with receipt of these benefits.

We believe the terms of the change in control agreements for our Named Executive Officers are reasonable and appropriate for a company with new and exciting technologies such as ours. More detailed information about these agreements and the specific benefits and compensation payable to our Named Executive Officers in connection with a change in control are set forth elsewhere in this proxy statement.

In addition, in the event of a change in control of the Company, each SERP participant will become immediately vested in his or her SERP benefit. Unless the participant’s benefit has already fully vested, if the participant has less than 20 years of service at the time of the change in control, he or she will receive a prorated benefit based on his or her number of years of service (up to 20), divided by 20. If the change in control qualifies as a “change in control event” for purposes of Section 409A of the IRC, then each participant (including former employees who are entitled to SERP benefits) will receive a lump sum cash payment equal to the present value of the benefit immediately upon the change in control.

Tax Consequences of Our Compensation Program

Internal Revenue Code §409A

Section 409A of the IRC provides that nonqualified deferred compensation benefits are includible in an employee’s income when vested, unless certain requirements are met. If these requirements are not met, employees are also subject to an additional income tax and interest. Our compensation plans and arrangements are drafted to meet any applicable requirements of Section 409A. Change in control agreements with our executive officers were amended in November 2008 to ensure compliance with these requirements. The SERP, as adopted, is intended to comply with the requirements of Section 409A. As a result, all of our executive officers will be taxed when any deferred compensation is actually paid to them, and we will be entitled to a tax deduction at that time.

Internal Revenue Code §280G

Section 280G of the IRC disallows a company’s tax deduction for “excess parachute payments.” Additionally, Section 4999 of the IRC imposes a 20% excise tax on any person who receives excess parachute payments. Presently, all of our Named Executive Officers are entitled to payments upon the termination of their employment in connection with a change in control of the Company, some of which may qualify as “excess parachute payments.” Accordingly, our tax deduction for any such excess parachute payments would be disallowed under Section 280G of the IRC. Moreover, we are required to make additional payments to Mr. Abramson, Dr. Brown, Mr. Premutico and Ms. Mahon to cover any excise taxes imposed on them by reason of the payments they receive in connection with a change in control. As previously indicated, we believe that this tax “gross-up” obligation is reasonable and appropriate given our current size and status.

Summary Compensation Table

The following table provides information on the compensation of our Chief Executive Officer, our Chief Financial Officer and our other three highest-paid executive officers for services in all capacities to the Company and its subsidiaries for 2023, 2022 and 2021. This group is referred to in this proxy statement as the “Named Executive Officers.”

(1) For information regarding the assumptions made in the valuations of these amounts, see Footnote 16 to the Company’s financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for such year. The grant date fair value of the PSU awards granted in 2023 included in this column was calculated based on achievement of the target amount with respect to each of the performance targets, which was the probable achievement of the performance goals as determined at the date of grant, and assumes that the grant date share price includes reasonable projections of future dividend payments. The highest level of performance that may be achieved for the PSUs would result in the receipt of 3x the number of PSUs receivable at target. The PSU awards granted in 2023 will be eligible to vest after three years based on the achievement of pre-established relative performance goals ending with the 2025 fiscal year. Half of the PSUs awarded will vest based on the achievement of cumulative adjusted EBITDA performance targets for the three year period from January 1, 2023 to December 31, 2025, with one quarter vesting based on the achievement of TSR relative to TSR of the companies in the Nasdaq Electronics Components Index for the three year period from January 1, 2023 to December 31, 2025, and the other quarter vesting based on the achievement of cumulative total gross margin performance targets for the three year period from January 1, 2023 to December 31, 2025. Assuming performance at the maximum level, the grant date fair value of the PSUs granted during 2023 was $12,000,573 for Mr. Abramson, $8,423,403 for Dr. Brown, $6,480,501 for Mr. Premutico, $5,220,588 for Ms. Mahon and $3,001,079 for Mr. Millard.

(2) Non-equity incentive plan compensation (bonus awards under the Annual Incentive Plan) earned for 2023, 2022 and 2021 performance was paid in March 2024, March 2023 and February 2022, respectively. For greater detail see the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Short-term Incentive Compensation.”

(3) There were no special event bonuses awarded for 2023 performance.

(4) This amount is based on the aggregate grant date fair value of the restricted share units and performance share units granted to this Named Executive Officer on March 7, 2023. These stock awards are discussed in greater detail in the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Long-term incentive equity compensation awards” and below under the section “Grants of Plan-Based Awards.”

(5) This amount is based on the difference between the actuarial present value of the accrued benefit under the SERP as of December 31, 2022, using a discount rate of 4.94%, and the actuarial present value of the accrued benefit under the SERP as of December 31, 2023, using a discount rate of 4.74%. In 2023, the value of the SERP decreased, which has been reflected as a zero increase in the value of this benefit, as a result of a large prior bonus which dropped out in the salary related formula. This significantly lowered the actuarial present value. This drop in value more than offset the increase due to the lower discount rate. The changes in the actuarial present values of the Named Executive Officers’ SERP benefits do not constitute cash payments to the Named Executive Officers. None of the Named Executive Officers actually received any cash payment with respect to this benefit in 2023.

(6) This amount is based on (a) auto expense reimbursements and allowance of $15,046, $7,837 and $6,304 (b) life and disability insurance premium payments of $28,401, $28,401 and $26,797 and (c) nonelective employer 401(k) plan contributions of $9,900, $9,150 and $8,700, in each case for 2023, 2022 and 2021, respectively.

(7) There were no special event bonuses awarded for 2022 performance. Mr. Millard received a cash bonus of $250,000 at the time of his hire in September 2022 to compensate him for the value of any unpaid bonus forfeited from his prior employment.

(8) This amount is based on the aggregate grant date fair value of the restricted share units and performance share units granted to this Named Executive Officer on February 16, 2022. These stock awards are discussed in greater detail in the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Long-term incentive equity compensation awards.”

(9) This amount is based on the difference between the actuarial present value of the accrued benefit under the SERP as of December 31, 2021, using a discount rate of 2.16%, and the actuarial present value of the accrued benefit under the SERP as of December 31, 2022, using a discount rate of 4.94%. In 2022, the value of the SERP decreased, which has been reflected as a zero increase in the value of this benefit, as a result of the large increase in the discount rate, which significantly lowered its actuarial present value. The changes in the actuarial present values of the Named Executive Officers’ SERP benefits do not constitute cash payments to the Named Executive Officers. None of the Named Executive Officers actually received any cash payment with respect to this benefit in 2022.

(10) There were no special event bonuses awarded for 2020 performance. Dr. Brown received a bonus of $1,500 relating to patent awards in 2021. For greater detail see the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Special event awards.”

(11) This amount is based on the aggregate grant date fair value of the restricted share units and performance share units granted to this Named Executive Officer on March 2, 2021. These stock awards are discussed in greater detail in the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Long-term incentive equity compensation awards.”

(12) This amount is based on the difference between the actuarial present value of the accrued benefit under the SERP as of December 31, 2020, using a discount rate of 1.54%, and the actuarial present value of the accrued benefit under the SERP as of December 31, 2021, using a discount rate of 2.16%. In 2021, the value of the SERP decreased, which has been reflected as a zero increase in the value of this benefit, as a result of an increase in the discount rate, which lowered the SERP’s actuarial present value, and a larger bonus previously paid for extraordinary Company performance dropping out of the final average salary calculation for purposes of determining the future accrued benefit. The changes in the actuarial present values of the Named Executive Officers’ SERP benefits do not constitute cash payments to the Named Executive Officers. None of the Named Executive Officers actually received any cash payment with respect to this benefit in 2021.

(13) This amount is based on (a) auto expense reimbursements and allowance of $2,056, $744 and $1,921, (b) life and disability insurance premium payments of $8,455, $8,079 and $7,664 and (c) nonelective employer 401(k) plan contributions of $9,900, $9,150 and $8,700, in each case for 2023, 2022 and 2021, respectively.

(14) This amount is based on (a) auto expense reimbursements and allowance of $3,276, $1,274 and $2,203, (b) life and disability insurance premium payments of $7,977, $6,429 and $4,676 and (c) nonelective employer 401(k) plan contributions of $9,900, $9,150 and $8,700, in each case for 2023, 2022 and 2021, respectively.

(15) This amount is based on (a) auto expense reimbursements and allowance of $4,800, $5,114 and $5,189, (b) life and disability insurance premium payments of $8,769, $8,207 and $7,880 and (c) nonelective employer 401(k) plan contributions of $9,900, $9,150 and $8,700, in each case for 2023, 2022 and 2021, respectively.

(16) This amount is based on the award of 8,301 restricted share units granted on September 29, 2022 to compensate Mr. Millard for the value of any unvested equity forfeited from his prior employment, which award is subject to a time based vesting restriction, with one-half of the total share amount vested on the one-year anniversary of the date of grant (September 29, 2023) and the other half vesting on the second anniversary of Mr. Millard's date of hire (September 6, 2024).

(17) This amount is based on (a) auto expense reimbursements and allowance of $301 and $130 (b) life and disability insurance premium payments of $2,335 and $271, (c) nonelective employer 401(k) plan contributions of $9,900 and $0, (d) relocation expense reimbursements of $37,960 and $12,040 and (e) tax gross-ups on relocation expenses of $17,934 and $5,368, in each case for 2023 and 2022, respectively.

Grants of Plan-Based Awards

The following table summarizes each grant of an award made to Named Executive Officers in 2023. These awards were made as discussed above in the “Compensation Discussion and Analysis” section under the headings “Short-term incentive compensation” and “Long-term incentive equity compensation awards.” No stock options, stock appreciation rights (“SARs”) or other similar instruments were awarded to the Named Executive Officers during 2023.

(1) These columns reflect the range of potential awards under the Annual Incentive Plan available to be earned by the Named Executive Officer for 2023. The actual amounts earned for 2023 under the Annual Incentive Plan are set forth in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” Each Named Executive Officer earned an award of approximately 137% of the target amount under the Annual Incentive Plan for 2023 performance, which was paid in March 2024. For further detail, see “Compensation Discussion and Analysis—Short-term Incentive Compensation.”

(2) Consists of an award of PSUs, which vest based on the achievement of pre-established relative performance goals. Half of the PSUs awarded will vest based on the achievement of cumulative adjusted EBITDA performance targets for the three year period from January 1, 2023 to December 31, 2025, with one quarter vesting based on the achievement of TSR relative to TSR of the companies in the Nasdaq Electronics Components Index for the three year period from January 1, 2023 to December 31, 2025, and the other quarter vesting based on the achievement of cumulative total gross margin performance targets for the three year period from January 1, 2023 to December 31, 2025. The PSU target awards are subject to a multiplier ranging from 0x to 3x based upon the percentile achievement with respect to each relative target. These awards are subject to the continued employment of the Named Executive Officers on the applicable vesting date. For further detail, see “Compensation Discussion and Analysis—Long-term incentive equity compensation awards.”

(3) Consists of an award of time-based RSUs, which vested or will vest ratably one-third each year over three years on March 7, 2024, 2025 and 2026.

Outstanding Equity Awards at Fiscal Year-End Table

The following table summarizes the outstanding equity awards granted to the Named Executive Officers as of December 31, 2023. None of the Named Executive Officers holds any outstanding stock options.

(1) RSUs for the Named Executive Officers, except with respect to Mr. Millard's September 29, 2022 award, vest over three years with one-third vesting on the first three anniversaries of the date of grant. The RSUs granted to Mr. Millard on September 29, 2022 vest over two years, with the first half vested on the anniversary of the date of grant and the second half vesting on the second anniversary of Mr. Millard's date of hire, September 6, 2024.

(2) Based on the closing price of the Company’s common stock on the Nasdaq Global Select Market ($191.26) as of December 29, 2023 (the last trading day of the year ended December 31, 2023).

(3) PSUs granted March 2, 2021 are eligible to vest based on the achievement of pre-established relative performance goals over a three-year performance period from January 2021 through December 2023. PSUs granted February 16, 2022 are eligible to vest based on the achievement of pre-established relative performance goals over a three-year performance period from January 2022 through December 2024. PSUs granted March 7, 2023 are eligible to vest based on the achievement of pre-established relative performance goals over a three-year performance period from January 2023 through December 2025.

Stock Vested Table

The following table summarizes the vesting of stock, including restricted stock, restricted stock units, performance stock units, and similar instruments, for the Named Executive Officers during 2023. None of the Named Executive Officers exercised any stock options, SARs or other similar instruments during 2023.

(1) Based on the closing price of our common stock on the Nasdaq Global Select Market on the date of vesting.

For each of the Named Executive Officers, the shares shown as vesting above include PSUs, RSAs and RSUs vesting under long-term incentive equity awards made in prior years. Named Executive Officers that were employed with the Company in 2020 received the following PSU grants in 2020: Mr. Abramson – 3,209; Dr. Brown – 2,252; Mr. Premutico – 1,733; and Ms. Mahon – 1,396. The PSU grants that vested represented a total of 12.5% of the target awards. PSUs granted under the long-term incentive equity award made in 2020 to the still current Named Executive Officers vested based on the achievement of pre-established relative performance goals over a three-year performance period from January 2020 through December 2022. The PSUs were subject to a sliding scale multiplier ranging from 0x to 2x based upon the percentile achievement with respect to two equally weighted relative targets: cumulative revenue growth (“CRG”) and TSR relative to companies in the Nasdaq Electronics Components Index. The portion of the PSUs target award relating to CRG did not meet the 40% minimum threshold target and vested at 0%. The TSR portion of the PSU target award fell within the 40th to 49th percentile and resulted in the achievement of 25% of award target for that portion of the PSU grants.

Pension Benefits Table

The following table provides information regarding the Company’s Supplemental Executive Retirement Plan, or SERP. For further detail, see “Compensation Discussion and Analysis—Supplemental retirement benefits.” Mr. Millard is not a participant in the SERP.

(1) For information regarding the assumptions made in the valuations of these amounts, see Footnote 17 to the Company's financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for such year.

Potential Payments Upon Termination in Connection with a Change in Control

In April 2003, the Company entered into Change in Control Agreements with the following Named Executive Officers: Mr. Abramson, Dr. Brown and Ms. Mahon (the “Original CIC Agreements”). These agreements provided for certain cash payments and other benefits to the Named Executive Officers upon a qualifying employment termination event in connection with a “Change in Control” of the Company. In November 2008, the Original CIC Agreements were amended and restated to bring them into compliance with Section 409A of the IRC and regulations issued thereunder.

The Amended and Restated CIC Agreements with each of Mr. Abramson, Dr. Brown and Ms. Mahon, and the Amended and Restated Change in Control Agreement entered into with Mr. Premutico in April 2012 and the Amended and Restated Change in Control Agreement entered into with Mr. Millard in September 2022 (collectively, “Amended CIC Agreements”) utilize a “double-trigger” mechanism whereby benefits are not paid to an executive as a result of the Change in Control unless he or she also experiences a qualifying termination event in connection with the Change in Control (i.e., termination or substantial reduction in responsibilities).

Under the Amended CIC Agreements, if a Named Executive Officer’s employment is terminated in connection with a Change in Control, such Named Executive Officer would be entitled to the following benefits:

The estimated payments and benefits that the Company would provide to each Named Executive Officer under the Amended CIC Agreements are set forth in the following table, based on the assumption that his or her employment is terminated in connection with a Change in Control which took place on December 31, 2023.

(1) Under the Amended CIC Agreements, this is to be based on the highest monthly base salary paid or payable to the employee during the twenty-four (24) months prior to December 31, 2023, including any amounts earned but deferred. It is also to include any annual car allowance. For purposes of this calculation, the employee’s bi-weekly salary as of the payment period ended on December 31, 2023 was utilized. Also, an annual car allowance of $6,000 is included for each Named Executive Officer.

(2) Under the Amended CIC Agreements, this is to be based on the highest annual bonus to the employee for the last three full fiscal years prior to December 31, 2023, and is to include the fair market dollar value equivalent of any stock, restricted stock or stock options issued as bonus consideration, determined as of the date of issuance and without regard to any restrictions or vesting conditions.

(3) Assumes all unvested or restricted stock options and stock awards, including performance-based grants, vest on termination of employment in connection with a Change of Control. See table under “Outstanding Equity Awards at Fiscal Year-End Table” for further detail. This amount does not include restricted stock (RSUs and PSUs) awarded in March 2024 as long-term incentive compensation.

In consideration of receiving these payments and benefits, each Named Executive Officer has agreed not to compete with the Company for six months following his or her termination in connection with a Change in Control. Each Named Executive Officer has further agreed that, for two years following his or her termination he or she will not knowingly (i) solicit or recruit any of the Company’s employees to compete with the Company, or (ii) divert or unreasonably interfere with the Company’s business relationships with any of its suppliers, customers, partners or joint venturers with whom the individual had any involvement. In addition, each Named Executive Officer is required to execute a general release of all employment-related claims he or she may have against the Company in order to receive the payments and benefits specified under the Amended CIC Agreements. (Such restrictive covenants are in addition to, and not in lieu of, restrictive covenants to which each Named Executive Officer is subject in other agreements with the Company, such as equity grant agreements.)

As used in the Amended CIC Agreements, a Change in Control of the Company would occur if:

As used in the Amended CIC Agreements, a termination of a Named Executive Officer in connection with a Change in Control of the Company would include a termination of the Named Executive Officer’s employment:

Compensation of Directors

Attracting and retaining qualified individuals to serve on our Board of Directors is crucial for our long-term success. Our director compensation policies and practices are critical to our ability to accomplish this goal and to reward our independent non-employee directors for their service as members of the Board. Our non-employee director compensation is designed to offer competitive cash and equity compensation to attract and retain qualified directors and to align the interests of our directors with the long-term interests of our shareholders.

Our Board of Directors, guided by our Human Capital Committee, periodically establishes the level of compensation for our non-employee directors. Directors who also are current officers or employees of the Company receive no additional compensation for service as directors.

To aid their review, the Board and Human Capital Committee generally utilize the services of compensation consultant, Korn Ferry. In December 2022, in consultation with Korn Ferry, the Board and Human Capital Committee decided to maintain the same compensation structure and amounts paid for independent directors for 2023 as for 2022, as described below.

In 2023, cash compensation for each of the independent directors for Board and committee service consisted of $74,520 in annual director fees (paid in four quarterly installments of $18,630 each), and each independent director who served in 2023 on a committee of the Board of Directors (other than as the committee chair) received additional cash compensation for such committee service in the following amounts: $7,763 annually for any independent director serving as a member of the NCG Committee, the Investment Committee or the ESR Committee, $10,350 annually for any independent director serving as a member of the Human Capital Committee and $15,525 annually for any independent director serving as a member of the Audit Committee. Further, the chairs of the NCG Committee, the Investment Committee and the ESR Committee received $15,525 in cash for such service, the chair of the Human

Capital Committee received $20,700 in cash for such service and the chair of the Audit Committee received $31,050 in cash for such service. In addition, Ms. Gemmill was paid an annual cash retainer of $33,638 for her service as Board Chair. Such cash retainers were paid in equal quarterly installments at the end of each calendar quarter for 2023. The equity component of independent director compensation consisted of a number of shares of our common stock based on a dollar target value of $217,350, which number of shares were determined based on the closing price of our common stock on the day of the Board’s December 8, 2022 meeting.

For 2024, in consultation with Korn Ferry, on December 7, 2023 our Human Capital Committee and Board of Directors decided to close the gap between Audit Committee and Human Capital Committee compensation to align with the compensation trend for these committees among public companies, and to round non-employee Board and committee compensation values. Compensation for each of the non-employee members of our Board of Directors will include:

The following table provides information on the compensation of members of our Board of Directors (who are not Named Executive Officers) in 2023.