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 ☐

Check the appropriate box:

UNIVERSAL DISPLAY CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

UNIVERSAL DISPLAY CORPORATION

375250 Phillips Boulevard

Ewing, New Jersey 08618

NOTICE OF 20212022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 17, 202123, 2022

Dear Shareholders:

You are cordially invited to attend the 20212022 Annual Meeting of Shareholders of Universal Display Corporation on Thursday, June 17, 202123, 2022 at 2:10:00 p.m.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/OLED2021OLED2022 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:

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, 2021,1, 2022, 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, 20211, 2022 may vote at the meeting, even if he or she has already voted before the meeting.

The proxy statement and our 20202021 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

375250 Phillips Boulevard

Ewing, New Jersey 08618

PROXY STATEMENT FOR 20212022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 17, 202123, 2022

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 20212022 Annual Meeting of Shareholders to be held as a virtual meeting via a live webcast on the Internet on Thursday, June 17, 2021,23, 2022, at 2:10:00 p.m.a.m., Eastern Time, at www.virtualshareholdermeeting.com/OLED2021OLED2022 (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:

Important Notice Regarding the Availability of

Proxy Materials for the Annual Meeting of Shareholders to be Held on June 17, 202123, 2022

This proxy statement and our 20202021 Annual Report to Shareholders are available free of charge at ir.oled.com.

PROXY MATERIALS

Our Board of Directors has set April 5, 20211, 2022 as the record date for the Annual Meeting (the “Record Date”). As of the Record Date, we had outstanding 47,127,01447,207,009 shares of common stock and 200,000 shares of Series A Nonconvertible Preferred Stock.

Beginning on or about April 22, 2021,21, 2022, 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, American Stock Transfer & Trust Company, LLC.

Beginning on or about April 22, 2021,21, 2022, 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 375250 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 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 2021.2022. 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 Corporate 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.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our Board of Directors has fixed the number of directors at nine, all of whom are to be elected at the Annual Meeting. 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 nine 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 nine 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 of Directors.Board.

Nominees For Election as Directors

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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.

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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 (who joined this committee in February 2021), and Mr. Hartley. Each member of our Nominating & Corporate Governance Committee is an independent director under the NASDAQNasdaq 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 6, 2021.5, 2022. 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 NASDAQNasdaq 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. Seligsohn, Mr. Abramson and Mr. Rosenblatt are not independent directors because they are all officers of the Company.

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 is Chairman of the Board of Directors and Chief Executive Officer of Exponent. For 2020,2021, we paid a total of approximately $67,121$75,245 to Exponent in connection with its provision of these services to us. This amount is well below the threshold for director independence under the NASDAQNasdaq 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 2020,2021, our Board of Directors held eightnine meetings, our Audit Committee held sevensix meetings, our Human Capital Committee held seventen meetings, our Nominating & Corporate Governance Committee held three meetings, our ESR Committee held threefour 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 attended our Annual Meeting of Shareholders in 2020.2021.

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 SEC rules and applicable NASDAQNasdaq 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 NASDAQNasdaq listing requirements.

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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 20222023 Annual Meeting of Shareholders, all such director nominations must be received by our Corporate Secretary at our principal executive offices by February 17, 2022.23, 2023. 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 Corporate Secretary at the following address: Universal Display Corporation, 375250 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 nine directors – six independent directors and three directors who are executive officers of the Company. Since December 2007, when Mr. Abramson became our Chief Executive Officer and Mr. Seligsohn took the title Founder and Chairman of the Board, our Board of Directors has had a leadership structure in which the Board’s chair and our Chief Executive Officer are different persons. Prior to that time, Mr. Seligsohn served both as Chief Executive Officer and Chairman of the Board.

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, with a senior executive setting the tone and having ultimate responsibility for all of our operating and strategic functions, thus providing unified leadership and direction for our Board of Directors and our operational functions. While our Board of Directors has never concluded that the role of Chairman must always be held by a senior executive, and reserves the right to reconsider this matter, it intends to continue the current arrangement for the foreseeable future.leadership.

In February 2018, our Board of Directors created a lead independent director role, to further promote strong, independent oversight of the Company’s management and affairs. On February 20, 2018, the independent directors of the Board designated Ms. Gemmill to serve as our lead independent director. Ms. Gemmill had previously performed the functions of a lead independent director including developing agendas for and chairing executive sessions of the Board, acting as a liaison between the independent directors and the Chairman of the Board, and participating on numerous calls 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. All of our directors take active roles in the activities of our Board of Directors and at meetings of the full Board. All members of our Board of Directors 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 business person,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.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 nine current directors, two are also military veterans.

Audit Committee

Our Board of Directors has established a standing Audit Committee. For approximately the first three quarters of 2020, the members of our Audit Committee were Mr. Hartley (Chair), Ms. Gemmill, and Mr. Lacerte. Our Board of Directors, at its September 17, 2020 meeting, appointed Ms. Comparin as a member of the 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 Securities and Exchange Commission (the “SEC”) and NASDAQNasdaq listing standards. The Audit

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Committee Charter was last reviewed by our Audit Committee and approved by our Board of Directors on April 6, 20215, 2022 and a copy of the charter is publicly available through the “Shareholders — Corporate Governance” section of our website at www.oled.com.

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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 NASDAQNasdaq listing requirements. In April 2021,2022, 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 NASDAQNasdaq 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, 2020,2021, as well as management’s assessment of the Company’s internal control over financial reporting as of December 31, 2020.2021. 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, 2020.2021.

Human Capital Committee

Our Board of Directors has established a standing Human Capital Committee, which was formerly known as the Compensation Committee. The Board of Directors voted at its meeting on February 16, 2021 to change the name to emphasize that this committee’s focus is broader than simply compensation. In 2020, the members of our Human Capital Committee were Ms. Gemmill (Chair) and Mr. Lacerte. At its February 16, 2021 meeting, our Board of Directors appointed Mr. Hartley as a member of the Human Capital Committee such that theThe 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 6, 2021.5, 2022. 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:

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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.

Compensation for non-employee members of our Board of Directors for 20202021 was recommended by our Human Capital Committee and approved by the Board of Directors in December 2019,2020, consistent with the types of 2019 compensation.compensation paid in 2020. For 2021,2022, our Human Capital Committee recommended, and our Board of Directors approved, a compensation program for non-employee members of our Board of Directors consistent with the compensation program for 2020,2021, as described below under “Compensation of Directors.”

Board compensation was paid in 20202021 in quarterly installments at the end of each quarter during the year. The three directors who also serve as employees or officers of the Company did not receive compensation for their service on the Board.

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 (formerly Korn Ferry Hay Group), 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 2020.2021.

Human Capital Committee Interlocks and Insider Participation

Each member of our Human Capital Committee is an independent director under the NASDAQNasdaq listing requirements. None of the members of our Human Capital Committee were officers or employees of the Company or any of its subsidiaries during 2020,2021, were formerly officers of the Company or any of its subsidiaries, or had any relationship with the Company since the beginning of 20202021 that requires disclosure under Item 404 of Regulation S-K, nor have there been since the beginning of 20202021 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.

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Shareholder Communications

Shareholders may send communications to our Board of Directors, or to individual members of our Board of Directors, care of our Corporate Secretary at the following address: Universal Display Corporation, 375250 Phillips Boulevard, Ewing, New Jersey 08618. In general, all shareholder communications sent to our Corporate 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 Corporate 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 its executive officers.our Named Executive Officers (defined under the “Summary Compensation Table” section below). Compensation for our executive officersNamed Executive Officers is intended to be competitive, thereby allowing us to attract, motivate and retain talented personnel. We also seek to reward our executive officersNamed Executive Officers for accomplishments and contributions to the Company’s long-term strategic and short-term business goals.

Response to 2021 Shareholder Say on Pay Advisory Vote

At the Company’s 2021 Annual Meeting of Shareholders held on June 17, 2021, approximately 54% of the shareholder votes cast in connection with the advisory vote on Named Executive Officer compensation (the “2021 Say on Pay Advisory Vote”) were “FOR” approval of the resolution approving executive compensation as disclosed in the Company’s 2021 proxy statement. This represented an approval percentage that was substantially below our historical levels. As a result, 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.  

As a part of our shareholder outreach, which we disclose in more detail below under “Shareholder Outreach,” we contacted shareholders representing approximately 56% of our total outstanding shares as of December 31, 2021, and we held ten individual meetings with shareholders representing approximately 26% of such shares. Ms. Gemmill, the Chair of our Human Capital Committee and Lead Independent Director, and Mr. Rosenblatt, our Chief Financial Officer, 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 three main areas of opportunity from the shareholder feedback regarding executive compensation, which we addressed by:

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, which changes have been approved by our Human Capital Committee and Board of Directors and implemented for 2022. These changes, which notably decrease the overall target value of awarded equity compensation for our Named Executive Officers and more heavily weight the issuance of equity awards along with executive cash bonuses towards objective performance measurements, are not reflected in the executive compensation quantitative financial results as disclosed in this proxy statement for 2021 compensation. The Company had set executive compensation for 2021 in February 2021, prior to the 2021 Say on Pay Advisory Vote. Compensation for 2021 was set in accordance with the executive compensation program that was in place prior to the 2021 Say on Pay Advisory Vote.

The following provides additional detail on some of the more significant changes to the Company’s executive compensation program for 2022, noted above:

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The following subsections under this “Compensation Discussion and Analysis” section describe the Company’s executive compensation for 2021, which do not reflect the above-referenced changes in the programs that were made in 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

As explained above, our Human Capital Committee reviewed and modified the compensation structure for Named Executive Officers after the 2021 Say on Pay Advisory Vote. The below sets forth the philosophies and structure used in setting the 2021 compensation structure, which occurred prior to the Company’s last annual shareholder meeting.

The process of establishing compensation for our Named Executive Officers for 20202021 began with a review of the compensation paid to ourthese 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.

Beginning in 2013, with the assistance of Korn Ferry, the Human Capital Committee implemented performance- basedperformance-based, short-term and long-term incentive programs, which formed the structural basis for our executive officers’ 2020Named Executive Officers’ 2021 compensation. In setting 20202021 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 20192020 as well as the projected 20202021 needs and opportunities of the Company. As discussed below under ““Short-term Incentive Compensation,” on February 13, 2020,16, 2021, the Human Capital Committee (with the assistance of Korn Ferry) established individual targets for 20202021 relating to the short-term incentive program, in accordance with the Universal Display Corporation Annual Incentive Plan approved by shareholders in June 2013 (“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.

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With respect to long-term incentive compensation for 2020,2021, 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-halfHalf of each award granted in 20202021 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 2021, 2022, 2023 and 2023.2024. The remaining half of each long-term incentive award for 20202021 was in the form of performance share units (“PSUs”) that will vest in 20232024 based on the achievement of pre-established relative performance goals over a three-year performance period from January 20202021 through December 2022.2023.

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

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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, Chief Financial Officer and Founder do 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 executive officersNamed 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 option 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 executive officers.Named Executive Officers.

From time to time, we utilize external consultants to assist in determining executive compensation, as we did in 20202021 when Korn Ferry assisted the Human Capital Committee in establishing individual targets for 2020program designs relating to the 2021 short-term and long-term incentive program.programs. Since 2009, the Human Capital Committee of our Board of Directors has engaged Korn Ferry as consultants to review compensation for the Company’s Chief Executive Officer and Chief Financial Officer, and to estimate the financial impact of the supplemental retirement plan for certain of the Company’s executive officers.

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 beginning with 2017, we have invited shareholders holding at least a majority of the outstanding shares to participate in meetings regarding compensation. We have received valuable feedback in those direct shareholder conversations and have taken views expressed by these shareholders into consideration in devising our executive compensation programs and Company policies.

ForAs noted previously under “Response to 2021 Shareholder Say on Pay Advisory Vote,” for the 20212022 annual shareholder outreach we:

Ms. Gemmill, the Chair of the Human Capital Committee and Lead Independent Director, and Mr. Rosenblatt, our Chief Financial Officer, attended each of the individual shareholder meetings. At the meetings, we discussed the various components of our Named Executive Officer compensation for 2022, and independent directormodifications to our compensation program in 2022 as compared to 2021, and gave the shareholders the opportunity to ask questions and/or discuss any specific concerns they maymight have had regarding our future executive compensation programs.program.

SomeMost shareholders were interested in disclosure ofdiscussing the performance targets in both our2021 Say on Pay Advisory Vote and the Company’s subsequent modifications to its short-term and long-term incentive programs,executive compensation programs. Shareholders provided feedback on the dollar value of equity awards, the Company’s increase on the value of performance-based awards in relation to time-vesting awards, and particularly how such targets may have been impacted byreducing individual adjustments to, and the COVID-19 pandemic. Otherdiscretionary component of, cash bonus awards. Some shareholders discussed their views regarding Board composition and diversity, and succession planning for the Company’s independent directors. In addition, manyOther shareholders expressed their interest in continued Company disclosure regarding policies and programs with respect to environmental, social and governance issues. Our Board and management value and continue to consider shareholders’ views from these meetings in our compensation and governance practice. practices.

For example,2022, based on shareholder feedback, the Human Capital Committee made the following significant changes to address increased shareholder interestthe Company’s executive compensation program:  

Universal Display Corporation • 2022 Proxy Statement • 13

For more information on these changes, see “Targets for 2022 under the Annual Incentive Plan” and Ms. Joseph as independent directors.“2022 Equity Compensation Awards,” below.

The above shareholder outreach focused on compensation and governance issues and was in addition to other shareholder outreach efforts that took place during the year, such as regular quarterly calls with our top active (i.e., not index funds) institutional shareholders and investor meetings with analysts and interested investors throughout the year.investors. Matters discussed during these outreach efforts included reviews of the Company’s operations and results to date, and discussions of the Company’s market positioning and opportunities, the OLED ecosystem, and the customer landscape.

Universal Display Corporation • 2021 Proxy Statement • 12

Elements of Compensation

For 2020,2021, 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 executive officersNamed 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 2020,2021, the base salaries of our Named Executive Officers were increased by 5%3.5% over the prior year. This increase representsyear, the same base salary percentage increase as all employees. These annual increases in 2019 for these executive officers, in recognition of their efforts and to reward their performances in achieving the Company’s 2019 results, which2021 were our best on record as compared to years prior. The increases were also intended to offset increases in the cost of living, although no actual survey of cost of livingcost-of-living indices was conducted. As in prior years, salaries were increased on the annual employment anniversary dates or traditional salary adjustment datedates for these individuals. Also, in connection with promotions they received on March 15, 2021, each of Named Executive Officers Dr. Julia J. Brown, Mr. Mauro Premutico and Ms. Janice Mahon received 10% increases in their base salaries.

Consistent with previous years, all adjustments to the salaries of our executive officersNamed Executive Officers for 20202021 were recommended by Company executive management and approved by our Human Capital Committee at a meeting held on December 12, 2019.Committee.

As in the past, Mr. Abramson and Mr. Rosenblatt each received the same base salary in 2020.2021. This reflects our historichistorical 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 and continues to provide 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, which was adopted by the Board in March 2013 and approved by the shareholders in June 2013. 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. To be eligible to receive a bonus award under the Annual Incentive Plan, the participant must be actively employed by the Company or a subsidiary on the date on which the bonus is paid, except in the event of death, disability, or a leave of absence.

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 2020,2021, 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, they 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

Universal Display Corporation • 2022 Proxy Statement • 14

level of achievement of the performance goals is below the threshold requirement to earn an award, as established by the Human Capital Committee.

Universal Display Corporation • 2021 Proxy Statement • 13

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, provided the participant is actively employed by the Company on the award date.Company. 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.

TheFor 2021, the Annual Incentive Plan utilizesutilized performance goals 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. The Human Capital Committee may reduce or increase a bonus award for any fiscal year based on its assessment of personal performance or other factors. Any reduction of a participant’s bonus cannot result in an increase in any other participant’s bonus. Our Human Capital Committee did not modify the incentive award for 2021 resulting from the referenced performance factors.

Awards under the Annual Incentive Plan Paid for 20202021 Performance

In consultation with Korn Ferry, we determined to use the same 20202021 performance goals relating to executive compensation that we used in 20192020 and 20182019 to continue to align incentive awards paid under the Annual Incentive Plan with the Company’s financial 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 team/individual performance factors. The Company financial performance factors were based 40% upon year-over-year growth in adjusted EBITDA and 40% upon year-over-year revenue growth. Target amounts for the Company financial performance factors were set at 18%year-over-year adjusted EBITDA growth of 18%, or to approximately $266 million, and 10%year-over-year revenue growth.growth of 10%, or to approximately $472 million. Threshold levels of 10% adjusted EBITDA growth and 5% revenue growth were established, at which 50% of the target payout under the applicable performance factor would be earned. Any valueAnnual growth below such threshold would generate no payouts under the applicable financial performance factor. A maximum award of 175% of the target payout under the applicable performance factor would be earned in the event adjusted EBITDA grew year-over-year by at least 30%, or to approximately $293 million, and revenue grew year-over-year by at least 20%. , or to approximately $515 million.

The 20% team/individual performance factor wasfactors were based upon team and individual key performance indicatorsKPIs using a scorecard. The KPIs were designed to measure the performance 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 incentive award amountsperformance of the Company. The KPIs also were intended to be paid, after usingdefine strategic objectives that prioritized critical short-term and long-term actions for the above pre-established weightedCompany to deliver shareholder value.

For example, with respect to our Chief Executive Officer and certain other Named Executive Officers, KPIs included the following:

As provided for in more detail below, for 2021 the Named Executive Officers exceeded both their financial performance objectives and KPI goals and received 175% of their target payouts. The Human Capital Committee believed these awards were appropriate and the Committee did not exercise its discretion, as permitted under the 2021 Annual Incentive Plan, to be modified up or downmodify the awards by an additional 25% based upon the individual’s specific performance..

Universal Display Corporation • 2022 Proxy Statement • 15

The Named Executive Officers’ initial 20202021 targets under the Annual Incentive Plan are set forth below:

The above criteria were initially set atGiven that the endCompany exceeded both the maximum performance target of 2019, at which time the global impact of the unprecedented COVID-19 pandemic was not known. In a series of meetings during the year, as the global and financial impact of the COVID-19 pandemic became apparent, our Human Capital Committee, with the advice of Korn Ferry, modified the above-referenced target financial performance factors to reflect the new business realities and to incentivize more effectively executive management to balance the health and welfare of our employees with the needs and demands of our customers and shareholders. As a result, following what we consider to be best industry practices, our Human Capital Committee adjusted the Annual Incentive Target for all Named Executive Officers to be 100% of their base salary, which reduced the CEO’s Annual Incentive Target by 10%; reduced the30% adjusted EBITDA and revenue targets by 11% and 15%, respectively, in lightgrowth, with actual adjusted EBITDA of the global impact of the COVID-19 pandemic;$310 million for 2021, and limited the maximum upside opportunitiesperformance target of 20% revenue growth, with actual revenue of $554 million for the sum of the financial performance factors beyond the Annual Incentive Target from 175% to 100% of target.

Under the 2020 performance plan, as modified, the Company achieved 113% of the revenue target2021, and 97% of the adjusted EBITDA target.  Each Named Executive Officer achieved 100% of his or her team/individual goals target.

Universal Display Corporation • 2021 Proxy Statement • 14

As a result, although this performance would have resulted in awards of 104% of the overall Annual Incentive Target amount based on the financial performance factors, as noted above, the upside opportunity for the financial performance factors was capped at 100% and thereforethat each of the Named Executive Officers received maximum ratings in their team/individual performance factors (which in large part was due to the Company’s strong financial performance), each of these executives received the maximum bonus award that may be achieved 100% of their adjustedunder the Annual Incentive Target. In addition, based onPlan of 175% of the individual specific performance criteria,annual incentive target. As noted above, our Human Capital Committee grantedelected not to exercise its discretion to award additional cash bonuses to modify the bonus awards by an additional 25% based upon a 10% positiveNamed Executive Officer’s individual performance modifier to each Named Executive Officer, resulting in a total payout to each executive of 110% of their respective base salary.criterion. The awards approved by our Human Capital Committee on February 16, 2022 and paid to thesuch executives in MarchFebruary 2022 for 2021 for 2020 year-end performance under the Annual Incentive Plan, which in each case constituted 175% of the annual incentive target, were: Mr. Abramson – $881,273;$1,596,205; Mr. Rosenblatt – $881,273;$1,596,205; Dr. Brown – $618,993;$1,233,267; Mr. Premutico – $524,006;$1,044,015; and Ms. Mahon - $426,549.$849,845. These cash payments were then 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 received the same incentive awards for 2021 year-end performance. No additional non-equity performance-based incentive awards were made to the Named Executive Officers for 20202021 performance. As detailed in the Summary Compensation Table below, the CEO’s non-equity incentive award in 2021 for 2020 performance represented a 77% reduction from the prior year’s non-equity performance-based incentive award.

These awards to our Named Executive Officers for 2020 year-end performance were approved by our Human Capital Committee on February 16, 2021 and paid out in March 2021. For the reasons indicated earlier, Mr. Abramson and Mr. Rosenblatt again received the same incentive awards for 2020 year-end performance.

Targets for 20212022 under the Annual Incentive Plan

We asked Korn Ferry to assist us in setting the performance goals relating to 2021 executive compensation in a manner consistent with our short-term compensation plan in 2020. Using the input we received from Korn Ferry, in March 2021,For 2022, based on shareholder feedback, the Human Capital Committee established each participant’s target and maximum bonus award andmodified the performance goals applicable to the 2022 short-term incentive cash bonus awards for Named Executive Officers. Under the revised plan, the short-term incentive award for 2021. For 2021, the Companywill use 100% financial and operational performance factors, (revenueconsisting of 80% based upon year-over-year revenue growth and EBITDA components) are still 80% and20% based upon individual KPI achievement based on objective measures. The KPIs are based on percentage growth over 2020. The team/team and individual performance factor is still 20%. The overall bonus amountfactors that measure the relative cost-adjusted effectiveness of the functions managed by the individual and teams in question and their satisfaction of pre-defined business goals.

We believe that removing the Human Capital Committee’s discretion to be paid, after usingmodify the above pre-established weighted performance goals, may be modified up or downawards by an additional 50%25% eliminates the possibility of discretionary pay modifications based on subjective individual performance.  Further, the EBITDA financial performance factor has been removed in determining 2022 executive cash bonus awards because it is now included as a performance measurement for the Named Executive Officers based onaward of three-year performance share units under the individual’s specific performance.Company’s long-term incentive equity compensation program.

As a result, the 20212022 bonuses under the Annual Incentive Plan (payable in 2022)2023) will continue to be formula-based andbut weighted towardssolely on the Company’s achievement of financial growth limiting the discretion of the Human Capital Committee and closely aligning the achievement of bonuses with the Company’s performance.operational targets.

Long-term incentive equity compensation awards

2021 Equity Compensation Awards

We use long-term incentive equity compensation awards to link the compensation paid to our executive officersNamed Executive Officers with our future performance and the future performance of our common stock. We believe that this helps align the interests of our executive officersNamed 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 2020, on the advice of Korn Ferry, we increased the target value of the long-term incentive equity compensation awards in lieu of granting periodic four- and five-year equity retention awards.

In 2020,2021, 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 assisted theour Human Capital Committee in developing this long-term executive incentive compensation structure in 2013 and each year thethereafter, our Human Capital Committee, with the assistance of Korn Ferry, determines eligibility, target award levels and performance measures.

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With respect to long-term incentive awards granted in 2020,2021, our Human Capital Committee and full Board of Directors approved, on an effective date of March 6, 2020,2, 2021, target long-term incentive awards for our Named Executive Officers, with one half of the total value of each award in the form of time-vesting RSUs and the other half in the form of PSUs vesting upon the achievement of certain performance criteria over a three-year performance period. 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 RSU portion of the award granted on March 6, 20202, 2021 to the Named Executive Officers was in the following amounts: Mr. Abramson – 25,666;18,649; Mr. Rosenblatt – 25,666;18,649; Dr. Brown – 18,015;13,089; Mr. Premutico – 13,860;10,070; and Ms. Mahon – 11,165.8,112. 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 March 6, 2021,2, 2022, 2023 and 2023,2024, subject to the continued employment of each Named Executive Officer on the applicable vesting date.

The PSU portion of the award granted on March 6, 20202, 2021 to the Named Executive Officers was in identical amounts, as follows: Mr. Abramson – 25,666;18,649; Mr. Rosenblatt – 25,666;18,649; Dr. Brown – 18,015;13,089; Mr. Premutico – 13,860;10,070; and Ms. Mahon – 11,165.8,112. These PSU awards represent target awards and will vest based on the achievement of pre-established relative performance goals over a three-year performance period from January 20202021 through December 2022.2023. Half of the PSUs awarded in March 20202021 will vest based on the achievement of cumulative revenue growth (as a percentage) over the performance period relative to cumulative revenue growth of the companies in the NASDAQNasdaq Electronics Components Index. The other half of the PSUs will vest based on the achievement of total shareholder return relative to total shareholder return of the companies in the NASDAQNasdaq Electronics Components Index. The PSU target awards are subject to a sliding scale multiplier ranging from 0x to 2x 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.

Universal Display Corporation •2022 Equity Compensation Awards

In 2022, based on shareholder feedback, the Human Capital Committee reduced the total target dollar value of the equity compensation awards under the Company’s long-term incentive program to our Named Executive Officers by 25% year-over-year by reducing the dollar value of the time-based fixed share RSU grants by 50% relative to past years’ target awards. The 2022 program maintains the target dollar value of the variable PSU portion of the plan and more heavily weights the dollar value of variable equity compensation awards to PSUs as compared to fixed time-based RSUs, going from a 50/50 split in 2021 Proxy Statement • 15to a 66/34 split in 2022.

The target dollar values of the total amount of PSU and RSU equity compensation awards in 2022 to the Named Executive Officers is as follows: Mr. Abramson – $6,000,000 (as compared to $8,078,938 in 2021); Mr. Rosenblatt – $6,000,000 (as compared to $8,078,938 in 2021); Dr. Brown – $4,211,250 (as compared to $5,670,290 in 2021); Mr. Premutico – $3,240,000 (as compared to $4,362,425 in 2021); and Ms. Mahon – $2,610,000 (as compared to $3,514,200 in 2021).

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, for the life of such participant, he or she will be eligible to receive a SERP benefit based on 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, Mr. Rosenblatt, Dr. Brown, Mr. Premutico and Ms. Mahon has been designated as participantsa participant in the SERP in the 50% benefit class.

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 – 69,70, Mr. Rosenblatt – 73,74, Dr. Brown – 60,61, Mr. Premutico – 5556 and Ms. Mahon – 63.64.

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

Universal Display Corporation • 2022 Proxy Statement • 17

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 individuals with special expertise and institutional knowledge that the Company considers to be highly valuable to the Company’s continued success, Mr. Abramson and Mr. Rosenblatt are designated as special participants under the SERP. Now that each of them has reached the age of 65 and has 20 years of continuous service, if either of them resigns or is terminated without cause or on account of a disability, he will be eligible to receive a SERP benefit.

The SERP benefit for each of Mr. Abramson and Mr. Rosenblatt is based on 50% of his annual base salary and 50% of his average annual bonus for the most recent three fiscal years for his life and the life of his surviving spouse, if any. Payments are based on a present value calculation of the benefit amount for the actuarial remaining life expectancies of him and his surviving spouse, if any. The accumulated benefit under the SERP for either of Mr. Abramson or Mr. Rosenblatt may change subject to a change in his marital status. Except as described above, Mr. Abramson and Mr. Rosenblatt are subject to the same treatment as other participants in the SERP.

Special event awards

From time to time, we issue cash and non-cash awards to our employees, including our executive officers,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 that 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.

During 2020,2021, our Human Capital Committee did not award any special event awards, cash or non-cash, to our Named Executive Officers for 20202021 performance. However, Dr. Brown received cash bonuses during 20202021 relating to various patent awards on which she was a named inventor, which totaled approximately $7,000.$1,500. These cash awards to Dr. Brown were granted consistent with our historical practice of awarding compensation based on the filing and issuance of U.S. patents on which our employees are named inventors.

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 that 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 executive officers,Named Executive Officers, receive total benefits that are greater than those of other employees. For example,

Universal Display Corporation • 2021 Proxy Statement • 16

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 $8,550$8,700 for all of our Named Executive Officers in 2020.2021.

We also made life and disability insurance premium payments on behalf of our Named Executive Officers in 2020.2021. 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 executive officers,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 executive officersNamed 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 2020,2021, as in prior years, we provided an automobile allowance of $500 per month to each of Mr. Abramson, Mr. Rosenblatt, Dr. Brown, Mr. Premutico and Ms. Mahon, 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 20202021 was $125,973$142,398 for our median employee and $18,246,271 $10,531,258 for our Chief Executive Officer. The resulting ratio of our Chief Executive Officer’s pay to the pay of our median employee for 20202021 is 14574 to 1.

Universal Display Corporation • 2022 Proxy Statement • 18

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 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 USU.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 20202021 annual total compensation using the same methodology we useused 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 executive officers,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 executive officer of the CompanyNamed 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 share 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. The special long-term equity retention awards the Company granted to four of our Named Executive Officers in years prior to 2020 (no such awards have been made since 2015) require the grantee to retain the awarded shares for a period of time (ranging from one to five years) following vesting.

Universal Display Corporation • 2021 Proxy Statement • 17

Although there is a grace period for compliance, each of the Named Executive Officers is 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 (10) 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 NASDAQNasdaq 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 NASDAQNasdaq Global Select Market in 20202021 was $242.17$260.29 per share. The annual cash compensation to each member of the Board who is not an officer of the Company was $72,000 for 2020.2021. On this basis and consistent with the above policy, on the first business day of 2021 (January 4, 2021), 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 2,9732,766 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 an executive officer’sa 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 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

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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 termshort-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.

The Company granted to four of our Named Executive Officers special long-term equity retention awards in years prior to 2020 (no such awards have been made since 2015) that contain their own clawback provisions, which state that any shares that are subject to such awards (whether or not vested), shall be forfeited and returned to the Company upon request of the Human Capital Committee of the Board of Directors in the event of violations of non-competition, non-solicitation or confidentiality agreements; acts of dishonesty, fraud, embezzlement or theft in connection with the executive’s duties or employment; conviction of a felony; or actions that result in a material restatement of the financial statements of the Company.

In 2015, the SEC issued proposed regulations regarding clawback policies in accordance with the requirements of the Dodd-Frank Act butAct. While the SEC has not yet adopted final rules have yetwith respect to clawback policies, in October 2021 the SEC reopened the comment period with respect to the proposed rules, and final rules may be adopted.forthcoming as soon as 2022. Our clawback policy provides that if either the SEC or NASDAQNasdaq 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.

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 to enable him 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.

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The change in control agreements provide for certain cash payments and other benefits to our executive officersNamed 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”“double-trigger” mechanism whereby benefits are not paid unless both conditions are met. We believe that these agreements help to reinforce and encourage the continued attention and dedication of our executive officersNamed 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 executive officersNamed 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 that our executive officersNamed 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 executive officersNamed Executive Officers for any taxes they might owe in connection with receipt of these benefits.

We believe that the terms of the change in control agreements for our executive officersNamed 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 executive officersNamed 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 §162(m)

In years past, when determining the total compensation payable to our executive officers, we considered the potential impact of Section 162(m) of the IRC. Section 162(m) disallows any publicly-held corporation from taking a tax deduction for compensation in excess of $1 million paid to its executive officers in any taxable year, but prior to December 2017, as discussed in the following paragraph, performance-based compensation was exempt from the calculation of compensation for purposes of Section 162(m).

On December 22, 2017, Congress enacted tax legislation commonly referred to as the Tax Cuts and Jobs Act.Act (the “Tax Act”). Among other things, the Tax Act substantially amended Section 162(m). Prior to 2018, qualified performance-based compensation meeting the process requirements of Section 162(m) was exempt from the $1 million cap. The Tax Act repealed the qualified performance-based compensation exception under Section 162(m) effective for tax years beginning on or after January 1, 2018 and expanded the group of covered employees potentially subject to the $1 million deductibility cap. The Tax Act grandfathered arrangements entered into on or before November 2, 2017, even if paid in subsequent years.

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As a result of the changes to Section 162(m) under the Tax Act, the deductibility of compensation under applicable tax laws is no longer a primary consideration in the structuring of compensation.

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 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.

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Summary CompensationCompensation 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 2021, 2020 2019 and 2018.2019. This group is referred to in this proxy statement as the “Named Executive Officers.”

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For 2022, based on shareholder feedback, the Human Capital Committee made the following significant changes to the Company’s executive compensation program:    

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For more information on these changes, see “Targets for 2020, 2019 and 2018 consisted of the following:

Grants of Plan-Based Awards

The following table summarizes each grant of an award made to Named Executive Officers in 2020.2021. These awards were made as discussed above in the “Compensation“Compensation Discussion and Analysis” section under the headings “Short-term“Short-term incentive compensation” and “Long-term“Long-term incentive equity compensation awards.” No stock options, stock appreciation rights (SARs)(“SARs”) or other similar instruments were awarded to the Named Executive Officers during 2020.2021.

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The RSUs and PSUs are also subject to the continued employment of the Named Executive Officers on the applicable vesting date.

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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, 2020.2021. None of the Named Executive Officers holds any outstanding stock options.

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 2020.2021. None of the Named Executive Officers exercised any stock options, SARs or other similar instruments during 2020.2021.

For each of the Named Executive Officers, the shares shown as vesting above include restricted stock awards (“RSAs”) vesting under long-term equity awards made in 2015,December 2019, and PSUs and RSUs vesting under long-term incentive equity awards made in 2017, 2018, 2019 and 2019.

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2020.

Pension Benefits Table

The following table provides information regarding the Company’s Supplemental Executive Retirement Plan, or SERP. For further detail, see “Compensation“Compensation Discussion and Analysis—Supplemental retirement benefits.benefits.”