OLED Universal Display Corporation

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. )

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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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UNIVERSAL DISPLAY CORPORATION

250 Phillips Boulevard

Ewing, New Jersey 08618

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 15, 2023

Dear Shareholders:

You are cordially invited to attend the 2023 Annual Meeting of Shareholders of Universal Display Corporation on Thursday, June 15, 2023 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/OLED2023 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 eight members of our Board of Directors to hold one-year terms;

(2) Approve the Universal Display Corporation Equity Compensation Plan;

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

(4) Vote, on an advisory basis, regarding the frequency of future advisory shareholder votes on executive officer compensation;

(5) Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2023; and

(6) 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 10, 2023, 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 10, 2023 may vote at the meeting, even if he or she has already voted before the meeting.

The proxy statement and our 2022 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 2023 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 15, 2023

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 2023 Annual Meeting of Shareholders to be held as a virtual meeting via a live webcast on the Internet on Thursday, June 15, 2023, at 10:00 a.m., Eastern Time, at www.virtualshareholdermeeting.com/OLED2023 (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 eight members of our Board of Directors to hold one-year terms;

(2) a proposal to approve the Universal Display Corporation Equity Compensation Plan;

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

(4) an advisory resolution regarding the frequency of future advisory shareholder votes on executive officer compensation;

(5) a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2023; and

(6) 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 15, 2023

This proxy statement and our 2022 Annual Report to Shareholders are available free of charge at ir.oled.com.

PROXY MATERIALS

Our Board of Directors has set April 10, 2023 as the record date for the Annual Meeting (the “Record Date”). As of the Record Date, we had outstanding 47,331,947 shares of common stock and 200,000 shares of Series A Nonconvertible Preferred Stock.

Beginning on or about April 20, 2023, 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, EQ + AST.

Beginning on or about April 20, 2023, 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.

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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 person 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 person named in the proxy will vote “FOR” the persons nominated by our Board of Directors for election as directors; “FOR” the proposal to approve the Universal Display Corporation Equity Compensation Plan; “FOR” the proposal to approve, on an advisory basis, the compensation of our executive officers; for the option of “ONE YEAR” in the advisory vote on the frequency of advisory shareholder votes on executive officer compensation; and “FOR” ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2023. As to other items of business that may properly be presented at the Annual Meeting for action, the person named in the proxy will vote the shares represented by the proxy in accordance with his or her 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.

Universal Display Corporation • 2023 Proxy Statement • 2

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors has fixed the number of directors serving on our Board at eight, all of whom are to be elected at the Annual Meeting. Our Board of Directors reduced the number of directors from nine to eight members after the passing in December 2022 of our Founder and Chairman Emeritus, Mr. Sherwin I. Seligsohn. 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 eight 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 eight 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

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Universal Display Corporation • 2023 Proxy Statement • 4

Vote Required and Recommendation of our Board of Directors

At the Annual Meeting, each director will be elected by a majority of the votes cast with respect to that director at the meeting. For these purposes, a vote of the majority of the votes cast means that the number of shares voted “for” a director exceeds 50% of the votes cast 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 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 Nominating & Corporate Governance Committee are Mr. Elias (Chair), Ms. Gemmill, Ms. Joseph and Mr. Hartley. Each member of our Nominating & Corporate Governance Committee is an independent director under the Nasdaq listing requirements. Our Nominating & Corporate Governance Committee operates pursuant to a written charter that was last reviewed by the Nominating & Corporate Governance Committee and approved by our Board of Directors on April 4, 2023. A copy of the charter is publicly available through the “Shareholders — Corporate Governance” section of our website at www.oled.com.

After the Nominating & Corporate Governance 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 Ms. Comparin, Mr. Elias, Ms. Gemmill, Mr. Hartley, Ms. Joseph and Mr. Lacerte. 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 recently 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 Nominating & Corporate Governance Committees, as applicable.

In evaluating director independence, the disinterested members of our Nominating & Corporate Governance 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 2022, we paid a total of approximately $80,032 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 Nominating & Corporate Governance 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 2022, our Board of Directors held eight meetings, our Audit Committee held six meetings, our Human Capital Committee held nine meetings, our Nominating & Corporate Governance Committee held five meetings, our ESR Committee held four meetings, and our Investment Committee held four 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.

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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 attended our Annual Meeting of Shareholders in 2022.

Director Nominations

The duties of our Nominating & Corporate Governance Committee include, among others, recommending to the full Board of Directors candidates for election and re-election as directors. The Nominating & Corporate Governance 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 Nominating & Corporate Governance 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 Nominating & Corporate Governance 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 2024 Annual Meeting of Shareholders, all such director nominations must be received by our Secretary at our principal executive offices by February 16, 2024. 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 Nominating & Corporate Governance 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 eight directors – six 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 2022, Ms. Gemmill assumed the role of Board Chair from Mr. Seligsohn. Ms. Gemmill had served as our lead independent director since February 2018, when she was appointed to that role by our Board of Directors to further promote 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 Chair of the Board, 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 Nominating & Corporate Governance 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

Universal Display Corporation • 2023 Proxy Statement • 6

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 eight 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 Mr. Hartley (Chair), Ms. Gemmill, Mr. Lacerte and Ms. Comparin.

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 4, 2023 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 2023, our Board of Directors determined that Mr. Hartley, Chair of the Audit Committee, is an “audit committee financial expert” as such term is defined under SEC regulations and that Mr. Hartley meets the financial sophistication and independence standards mandated by the Nasdaq listing requirements.

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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, 2022, as well as management’s assessment of the Company’s internal control over financial reporting as of December 31, 2022. 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, 2022.

Human Capital Committee

Our Board of Directors has established a standing Human Capital Committee, which was formerly known as the Compensation Committee. The current members of our Human Capital Committee are Ms. Gemmill (Chair), Mr. Lacerte and Mr. Hartley.

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 4, 2023. 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 2022, our Human Capital Committee recommended, and our Board of Directors approved in December 2021, a compensation program for non-employee members of our Board of Directors consistent with the compensation program for 2021, as described below under “Compensation of Directors.”

Board compensation was paid in 2022 in quarterly installments at the end of each quarter during the year. The three directors who also served as employees or officers of the Company in 2022 did not receive compensation for their service on the Board during 2022.

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.

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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 2022.

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 2022, were formerly officers of the Company or any of its subsidiaries, or had any relationship with the Company since the beginning of 2022 that requires disclosure under Item 404 of Regulation S-K, nor have there been since the beginning of 2022 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.

Response to Shareholder Say on Pay Advisory Vote

At the Company’s 2021 Annual Meeting of Shareholders held on June 17, 2021, the level of shareholder approval for the advisory resolution approving executive compensation as disclosed in the Company’s 2021 proxy statement (the “2021 Say on Pay Advisory Vote”) was substantially below our historical levels. As a result, during 2022, the Company and our Human Capital Committee engaged with shareholders, proxy advisory, and independent executive advisory firms to obtain their views on our compensation programs and to better align executive compensation with the Company’s short- and long-term objectives.

As a part of our shareholder outreach, we contacted shareholders representing more than 50% of our total outstanding shares as of December 31, 2021, and we held 10 individual meetings with shareholders representing approximately 26% of such shares. Ms. Gemmill, the Chair of our Human Capital Committee, attended each of these meetings. Our Human Capital Committee also engaged with an independent executive compensation firm, Korn Ferry, to better understand executive compensation structures of peer companies and compensation modifications that could better align shareholders’ stated concerns with the Company’s executive compensation philosophy and objectives.

Based on these conversations and consultations, we identified two main areas of opportunity from the shareholder feedback regarding executive compensation, which we addressed by:

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As a result of our outreach efforts and the valuable feedback we received, the Company, in consultation with its outside advisors, made the above-referenced design changes to our executive compensation program beginning in 2022. We disclosed these changes on a prospective basis in our proxy statement for our 2022 Annual Meeting of Shareholders, and the level of shareholder approval for the resolution approving executive compensation at the 2022 Annual Meeting of Shareholders (the “2022 Say on Pay Advisory Vote”) resulted in a significantly higher level of approval relative to 2021.

These changes implemented for 2022 by our Human Capital Committee and Board of Directors notably decreased the overall target value of awarded equity compensation for our Named Executive Officers, as reflected in the executive compensation quantitative financial results for 2022 disclosed in this proxy statement. The following provides additional detail on some of the more significant changes to the Company’s executive compensation program implemented for 2022:

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:

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How We Determine Named Executive Officer Compensation

The process of establishing compensation for our Named Executive Officers for 2022 began with a review of the compensation paid to these executive officers in recent years and consideration was given to the shareholder feedback noted above received after the 2021 Say on Pay Advisory Vote. Although 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, the Human Capital Committee, with the assistance of Korn Ferry, modified the executive compensation programs as noted above to improve the alignment of executive compensation with Company financial objectives.

In setting 2022 performance target goals, the Human Capital Committee used prior compensation as a baseline and considered the extent to which we achieved our business goals for 2021 as well as the projected 2022 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 2022 relating to the short-term incentive program, in accordance with the Universal Display Corporation Annual Incentive Plan (“Annual Incentive Plan”). Under the 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 2022, 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 2022 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 2023, 2024 and 2025. The remaining portion of each long-term incentive award for 2022 was in the form of performance stock units (“PSUs”) that will vest in 2025 based on the achievement of pre-established relative performance goals over a three-year performance period from January 2022 through December 2024.

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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, former Chief Financial Officer and late Founder did not participate in Human Capital Committee or Board deliberations regarding their respective 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 2022 when Korn Ferry assisted the Human Capital Committee in establishing program designs relating to the 2022 short-term and long-term incentive programs.

Shareholder Outreach

Since 2017, we have conducted an annual shareholder outreach program 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. Ms. Gemmill, Chair of the Human Capital Committee, attends 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 2022, 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 2022, the base salaries of our Named Executive Officers were increased by 3.5% over the prior year, the same as all employees. These annual increases in 2022 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 2022 were recommended by Company executive management and approved by our Human Capital Committee.

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As in the past, Mr. Abramson and Mr. Rosenblatt each received the same base salary in 2022. This reflects our historical practice of treating these two individuals equally based on their longstanding dedication and commitment to the Company, their shared responsibility for overall management of the Company, and the comparable value that each of them has provided to our business success.

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 2022, 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 2022, the Annual Incentive Plan utilized revenue growth (based on percentage growth over the prior year) as the sole performance factor 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, operating 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 2022 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 KPIs. The Company financial performance factor was based on the achievement of specific revenue targets. The target amount for the Company financial performance was set at revenue achievement of $600 million. A revenue threshold level of $588 million was also established, at which 50% of the target payout would be earned. Annual growth 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 $625 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 certain other Named Executive Officers, KPIs included the following:

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As provided for in more detail below, for 2022 the Named Executive Officers exceeded both their target financial performance objectives and KPI goals and received approximately 173% of their target payouts per the performance scorecard.

The Named Executive Officers’ initial 2022 targets under the Annual Incentive Plan are set forth below:

(1) The 2022 annual incentive for Mr. Millard was prorated given his September 6, 2022 hire date.

The Company exceeded the target financial performance metric noted above by achieving $617 million in revenue in 2022, 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 173% of their respective target bonus award under the Annual Incentive Plan. The awards for 2022 performance under the Annual Incentive Plan approved by our Human Capital Committee on February 21, 2023 and paid to such executives in March 2023 were: Mr. Abramson – $1,857,838; Mr. Rosenblatt – $1,857,838; Dr. Brown – $1,435,412; Mr. Premutico – $1,215,140; Ms. Mahon - $989,143; and Mr. Millard - $195,694. These cash payments were subject to customary tax withholding consistent with applicable requirements.

Given our historical practice of compensating these two individuals equally for the reasons indicated earlier under “Base Salaries”, Mr. Abramson and Mr. Rosenblatt (who retired from his executive position effective as of December 30, 2022) received the same incentive awards for 2022 year-end performance. No additional non-equity performance-based incentive awards were made to the Named Executive Officers for 2022 performance.

Long-term incentive equity compensation awards

2022 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 2022, 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 2022, our Human Capital Committee and full Board of Directors approved, on an effective date of February 16, 2022, 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. In prior years, time-vesting RSUs and

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performance-based PSUs had constituted equal 50% portions of the long-term incentive awards. As noted above, the adjusted ratio reflected the decision by our Human Capital Committee and Board of Directors to reduce the target value of the time-based component of the long-term incentive awards. All such equity awards were issued under the Universal Display Corporation Equity Compensation Plan and are subject to the provisions of such plan as well as to the terms of the applicable RSU and PSU grant letter agreements.

The time-vesting RSU portion of the award granted on February 16, 2022 to the Named Executive Officers was in the following amounts: Mr. Abramson – 13,482; Mr. Rosenblatt – 13,482; Dr. Brown – 9,463; Mr. Premutico – 7,281; and Ms. Mahon – 5,865. Mr. Millard did not receive RSU grants at this time as he was not employed by the Company until September 2022. As with other compensation, Mr. Abramson and Mr. Rosenblatt received the same long-term incentive equity compensation awards. Each of the foregoing awards vested or will vest one-third each year on February 16, 2023, 2024 and 2025, 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 February 16, 2022 to the Named Executive Officers was, as follows: Mr. Abramson – 26,964; Mr. Rosenblatt – 26,964; Dr. Brown – 18,927; Mr. Premutico – 14,563; and Ms. Mahon – 11,731. Mr. Millard did not receive PSU grants in 2022. These PSU awards represent target awards and will vest based on the achievement of pre-established relative performance goals from January 2022 through December 2024. Half of the PSUs awarded in February 2022 will vest based on the achievement of a specified EBITDA performance target for the 2024 fiscal year, with one quarter vesting based on the achievement of total shareholder return relative to total shareholder return of the companies in the Nasdaq Electronics Components Index for the three year period from January 1, 2022 to December 31, 2024, and the other quarter vesting based on the achievement of cash from operations performance targets in 2024. 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

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. Mr. Rosenblatt retired and began receiving his SERP benefit in 2023.

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 – 71, Dr. Brown – 62, Mr. Premutico – 57 and Ms. Mahon – 65.

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.

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Mr. Rosenblatt retired on December 30, 2022, as a special participant under the SERP with more than 20 years of continuous service, and began receiving a full SERP benefit as of January 1, 2023, based on 50% of his annual base salary and 50% of his average annual bonus for the most recent three fiscal years leading up to the date of his retirement, which benefit, to be paid out over 10 years, also is based on the actuarial remaining life expectancy of his life and the life of his surviving spouse.

Special event awards

From time to time, we 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 2022 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 $9,150 for all our Named Executive Officers in 2022, except for Mr. Millard who was not eligible to participate in our 401(k) plan until January 1, 2023.

We also made life and disability insurance premium payments on behalf of our Named Executive Officers in 2022. 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 and Mr. Rosenblatt. 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 2022, as in prior years, we provided an automobile allowance of $500 per month to each of Mr. Abramson, Mr. Rosenblatt, Dr. Brown, Mr. Premutico, Ms. Mahon and, after his hire, 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.

At the time of his hire in September 2022, Mr. Millard was paid a “make-whole” cash bonus of $250,000 and provided with a grant of Company restricted stock to compensate him for the value of any unpaid bonus and unvested equity forfeited from his prior employment. The "make-whole" cash bonus was in addition to the award that Mr. Millard received under the Company's Annual Incentive Plan and described above in "Awards under the Annual Incentive Plan Paid for 2022 Performance". The value of the restricted stock, based on 8,301 shares granted on September 29, 2022, was $800,050. The restricted stock will vest over two years, with the first half vesting upon the anniversary of the date of grant (September 29, 2023) and the second half vesting upon the second anniversary of Mr. Millard’s date of hire (September 6, 2024), provided that Mr. Millard is an employee of the Company at the respective date. Mr. Millard also received a relocation expense reimbursement of $12,040 and a tax gross-up on relocation benefits equal to $5,368.

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 2022 was $146,429 for our median employee and $9,779,152 for our Chief Executive Officer. The resulting ratio of our Chief Executive Officer’s pay to the pay of our median employee for 2022 is 67 to 1.

To identify our median employee, we examined the 2020 compensation for all individuals who were employed by us on December 31, 2020, excluding our Chief Executive Officer. For the purpose of identifying the median employee, we included base pay, equity

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grants, bonus and other non-equity payments given in the year in our calculation of 2020 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 2020. All non-U.S. employees’ pay was converted into U.S. Dollars using an exchange rate based on our determination date of December 31, 2020.

After identifying our median employee (who is located in the U.S.), we calculated the median employee’s 2022 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.

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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 2022 was $175.55 per share. The annual cash compensation to each member of the Board who is not an officer of the Company was $74,520 for 2022. On this basis and consistent with the above policy, on the first business day of 2022 (January 3, 2022), except with respect to new directors Ms. Comparin and Ms. Joseph (who have until December 31, 2024 to comply with the Company’s stock ownership guidelines), each member of the Board who was required to own at least 4,245 shares of the Company’s common stock did in fact own such shares.

Clawback Policy for Named Executive Officer Compensation

On April 4, 2017, the Board of Directors approved an 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 of a Named Executive Officer’s fraud, intentional or willful misconduct, or gross negligence that results in a material restatement of any financial statement during such year or any of the three prior full fiscal years, the Board of Directors shall review the performance compensation paid or awarded

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to the executive during such period. If the Board of Directors determines that the amount of performance compensation paid or awarded during such period exceeds what would have been paid or awarded in accordance with the restatement, then the Board of Directors in its sole discretion may cause such executive to forfeit unvested or unpaid performance compensation and recover from the executive the performance compensation that was already paid or awarded during such period.

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.

In 2022, the SEC adopted final rules with respect to clawback policies, which require that stock exchanges adopt listing standards requiring listed companies to have clawback policies meeting the criteria set forth in the listing standards. Our clawback policy provides that if either the SEC or Nasdaq adopts final rules or policies with respect to executive compensation recovery, the Board of Directors shall amend or restate our policy as necessary to comply with such final rules or policies. We expect Nasdaq’s listing standards to be adopted and become effective in 2023 and will consider appropriate modifications to our clawback policy at that time.

Change in Control Payments

In April 2003, we entered into change in control agreements with our executive officers. 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. 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 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

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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 these individuals 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 2022, 2021 and 2020. Mr. Rosenblatt served as our Chief Financial Officer through September 6, 2022, at which time Mr. Millard assumed the role. 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, 2022 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 2022 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 2022 will be eligible to vest after three years based on the achievement of pre-established relative performance goals ending with the 2024 fiscal year. Half of the PSUs awarded will vest based on the achievement of specified EBITDA performance targets for the 2024 fiscal year, with one quarter vesting based on the achievement of total shareholder return relative to total shareholder return of the companies in the Nasdaq Electronics Components Index for the three year period from January 1, 2022 to December 31, 2024, and the other quarter vesting based on the achievement of cash from operations performance targets in 2024. Assuming performance at the maximum level, the grant date fair value of the PSUs granted during 2022 was $12,000,328 for Messrs. Abramson and Rosenblatt, $8,423,461 for Dr. Brown, $6,481,263 for Mr. Premutico and $5,220,882 for Ms. Mahon. Mr. Rosenblatt's PSUs were forfeited after his retirement from the Company on December 30, 2022. Mr. Millard was not granted any PSUs in 2022.

(2) Non-equity incentive plan compensation (bonus awards under the Annual Incentive Plan) earned for 2022, 2021 and 2020 performance was paid in March 2023, February 2022 and March 2021, 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 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. For greater detail see the sections of this proxy statement entitled “Compensation Discussion and Analysis” under the headings “Special event awards” and "Perquisites and other benefits".

(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 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” 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, 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

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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.

(6) This amount is based on (a) auto expense reimbursements and allowance of $7,837, $6,304 and $14,775, (b) life and disability insurance premium payments of $28,401, $26,797 and $24,530 and (c) nonelective employer 401(k) plan contributions of $9,150, $8,700 and $8,550, in each case for 2022, 2021 and 2020, respectively.

(7) There were no special event bonuses awarded for 2021 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.”

(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 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” and below under the section “Grants of Plan-Based 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, 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. As described in detail in the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Supplemental retirement benefits,” the value of the SERP benefit includes a percentage of the average annual bonus for the most recent three fiscal years ending prior to the participant’s date of termination of employment. 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.

(10) There were no special event bonuses awarded for 2020 performance. Dr. Brown received a bonus of $7,000 relating to patent awards in 2020. 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 6, 2020. 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, 2019, using a discount rate of 2.64%, and the actuarial present value of the accrued benefit under the SERP as of December 31, 2020, using a discount rate of 1.54%. The increase in value of the SERP benefit for 2020 is due to the inclusion of the larger bonus amounts paid out in March 2020 for extraordinary 2019 performance. These one-time awards were in addition to the annual bonuses paid under the Annual Incentive Plan and were provided in view of the Company’s exceptional 2019 performance which far exceeded the targets under the Annual Incentive Plan. As described in detail in the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Supplemental retirement benefits,” the value of the SERP benefit includes a percentage of the average annual bonus for the most recent three fiscal years ending prior to the participant’s date of termination of employment. 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 2020.

(13) 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, the vast majority of which Mr. Rosenblatt is no longer eligible to receive as the result of his retirement as an employee of the Company effective as of December 30, 2022, and an award of shares with a total value of $217,403 which was approved by the Board of Directors on December 8, 2022 and will be issued in quarterly installments at the end of each quarter in 2023 for Mr. Rosenblatt's service as a non-employee director during 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.”

(14) This amount is based on (a) auto expense reimbursements and allowance of $2,071, $3,471 and $2,293, (b) life and disability insurance premium payments of $36,376, $37,025 and $37,468 and (c) nonelective employer 401(k) plan contributions of $9,150, $8,700 and $8,550, in each case for 2022, 2021 and 2020, respectively.

(15) This amount is based on (a) auto expense reimbursements and allowance of $744, $1,921 and $2,907, (b) life and disability insurance premium payments of $8,079, $7,664 and $6,904 and (c) nonelective employer 401(k) plan contributions of $9,150, $8,700 and $8,550, in each case for 2022, 2021 and 2020, respectively.

(16) This amount is based on (a) auto expense reimbursements and allowance of $1,274, $2,203 and $5,850, (b) life and disability insurance premium payments of $6,429, $4,676 and $4,041 and (c) nonelective employer 401(k) plan contributions of $9,150, $8,700 and $8,550, in each case for 2022, 2021 and 2020, respectively.

(17) This amount is based on (a) auto expense reimbursements and allowance of $5,114, $5,189 and $5,599, (b) life and disability insurance premium payments of $8,207, $7,880 and $6,975 and (c) nonelective employer 401(k) plan contributions of $9,150, $8,700 and $8,550, in each case for 2022, 2021 and 2020, respectively.

(18) 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 vesting on the one-year anniversary from 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), respectively.

(19) This amount is based on (a) auto expense reimbursements and allowance of $130 (b) life and disability insurance premium payments of $271, (c) relocation expense reimbursements of $12,040 and (d) a tax gross-up on relocation expenses of $5,368, in each case for 2022.

Universal Display Corporation • 2023 Proxy Statement • 24

Grants of Plan-Based Awards

The following table summarizes each grant of an award made to Named Executive Officers in 2022. 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 2022.