DEF 14A of Universal Display Corp \pa\, Apr 25, 2024

DEF 14A of Universal Display Corp \pa\

Filed Apr 25, 2024 · FY20230000950170-24-048276

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors has fixed the number of directors serving on our Board at ten, all of whom are to be elected at the Annual Meeting. Our Board of Directors, at a meeting on March 4, 2024, unanimously agreed to increase the number of directors on the Board from eight to ten, and to elect Dr. Nigel Brown and Dr. Joan Lau as independent directors to the positions, with such Board increase and election of Dr. Brown and Dr. Lau becoming effective March 4, 2024. Each director elected will serve until our next annual meeting of shareholders and such time as a successor has been selected and qualified, or until the director’s earlier death, resignation or removal. Each of our ten director nominees has consented to being nominated and to serve if elected. If any nominee should subsequently decline or be unable to serve, the persons named in the proxy will vote for the election of such substitute nominee as shall be determined by them in accordance with their best judgment. Pursuant to our Amended and Restated Articles of Incorporation, the holder of our Series A Nonconvertible Preferred Stock is entitled to nominate and elect two of the members of our Board of Directors. The holder of the Series A Nonconvertible Preferred Stock has waived this right with respect to the election of directors at the Annual Meeting. All ten nominees are presently members of our Board of Directors whose terms expire at the Annual Meeting. We recommend voting “FOR” the nominees set forth below. The experience, qualifications, attributes and skills set forth next to each nominee’s name have led our Board of Directors to conclude that these nominees should serve as members of our Board.

  2. Nominees For Election as Directors

    Nominees For Election as Directors

  3. Nominees For Election as Directors

    | Name of Director | Age | Year First Became Director, Principal Occupations and Certain Directorships | | Steven V. Abramson | 72 | Mr. Abramson is our President and Chief Executive Officer, and has been a member of our Board of Directors since May 1996. Mr. Abramson served as our President and Chief Operating Officer from May 1996 through December 2007. From March 1992 to May 1996, Mr. Abramson was Vice President, General Counsel, Secretary and Treasurer of Roy F. Weston, Inc., a worldwide environmental consulting and engineering firm. From December 1982 to December 1991, Mr. Abramson held various positions at InterDigital, Inc. ("InterDigital") including General Counsel, Executive Vice President and General Manager of the Technology Licensing Division. Mr. Abramson’s extensive experience in international business and long history with our Company are compelling attributes which have contributed to his leadership of the Company. His leadership roles in the OLED and technological fields have provided him with valuable opportunities to interact with business leaders in market segments of importance to the Company. Mr. Abramson is well equipped to lead the Company in its dealings with the business community and the public sector. | | Dr. Nigel Brown | 59 | Dr. Brown has been a member of our Board of Directors since March 2024. He currently also serves on the board of Inotiv, Inc. (Nasdaq: NOTV). Dr. Brown founded and since has served as the Chief Executive Officer of Princeton Healthcare Advisory, LLC, an advisory firm specializing in support for growth-focused investors in healthcare and life science sectors. Dr. Brown is also an Advisor for Rothschild & Co. and Five Arrows Managers LLP, previously served as General Partner for Trevi Health Capital, a healthcare focused specialty investment firm, and has held oversight and advisory roles for various organizations. He was Corporate Vice President of Covance, Inc. where he executed numerous transactions including the strategic sale of Covance to LabCorp (NYSE: LH) in 2014. Dr. Brown's more than 25 years of experience in leadership and strategy in the pharmaceutical, biotechnology and contract research industries allows him to bring a diverse combination of business, technical and strategic knowledge and skills to the Board. His membership on the board of another public company also enables him to share best practices observed from this experience. |

  4. Nominees For Election as Directors

    | Name of Director | Age | Year First Became Director, Principal Occupations and Certain Directorships | | Cynthia J. Comparin  Chair, Audit Committee | 65 | Ms. Comparin has been a member of our Board of Directors since January 2020. She currently also serves on the board of Cullen/Frost Bankers, Inc. (NYSE: CFR). Ms. Comparin was the founder and CEO of Animato, a technology solutions provider, from 1997 until she sold the company in 2016. Prior to establishing Animato, Ms. Comparin was President of ALLTEL’s Enterprise Network Services Division, Vice President and General Manager for Nortel’s Network Transformation Services Division and General Manager of Latin America at Recognition International. She also previously held U.S. and internationally-based executive management positions at Electronic Data Systems (EDS). Ms. Comparin’s significant leadership experience has given her strong insights which enables her to contribute to the Company in a variety of areas, including international business, technology, and financial and strategic planning. Her membership on the board of another public company, and her experience on a public company audit committee also enables her to share best practices observed from these experiences. | | Richard C. Elias  Chair, Environmental and Social Responsibility Committee | 70 | Mr. Elias has been a member of our Board of Directors since April 2014. Mr. Elias retired from PPG Industries, Inc. prior to joining our Board. Prior to his retirement, Mr. Elias served as the Senior Vice President - Optical and Specialty Materials of PPG Industries, Inc. from July 2008 through March 30, 2014. From April 2000 through June 2008, Mr. Elias held the position of Vice President, Optical Products of PPG Industries, Inc. Mr. Elias was a director of Black Box Corporation (Nasdaq: BBOX) until January 7, 2019, when the company was purchased by AGC Networks and became a non-public company, and previously served as a member of its Human Capital Committee and its Nominating & Governance Committee. Mr. Elias’ significant experience as a corporate executive, including more than 20 years of senior management experience for a global manufacturer and distributor that experienced significant growth and expansion, has given him strong insights which enable him to contribute to the Company in a variety of areas, including product development, sales and marketing, budgeting, strategic planning, operations and executive management. Mr. Elias’ prior service on the board of another public company also enables him to share best practices observed from this experience. | | Elizabeth H. Gemmill  Lead Independent Director | 78 | Ms. Gemmill has served as the Lead Independent Director of our Board of Directors since June 2023, a position she previously held from February 2018 to June 2022. She also served as our Board Chair from June 2022 to June 2023. Ms. Gemmill has been a member of our Board since April 1997. She is also on the Boards of The Franklin Institute and Arden Theatre Company. Ms. Gemmill is also a Board Leadership Fellow of the National Association of Corporate Directors. Since March 1999, she was Managing Trustee and, more recently, President of the Warwick Foundation until the Foundation was dissolved in 2012. From February 1988 to March 1999, Ms. Gemmill was Vice President and Secretary of Tasty Baking Company. Ms. Gemmill is the former Chair of the Board of Philadelphia University (1998-2009). She previously served as a director of Beneficial Bancorp, Inc. (Nasdaq: BNCL), WHYY, Inc., the Philadelphia College of Osteopathic Medicine, the YMCA of Philadelphia and Vicinity, the Presbyterian Foundation (where she served as the Chairman of the Board until June 2018), American Water Works Company, Inc. until it was sold in early 2003, Philadelphia Consolidated Holdings Corporation until it was sold in December 2008, and Delaware Valley University through June 2022. Ms. Gemmill also served as a member of the advisory board of WSFS Financial Corporation (Nasdaq: WSFS) until December 2019. Ms. Gemmill’s extensive background as a public company executive, as well as her long history on for-profit and not-for-profit boards, has given her strong insights and the ability to assist our Board on matters of corporate oversight and governance, and critical experience regarding public company oversight matters. Her previous public company board and audit committee service also enables her to share best practices observed from these experiences. Ms. Gemmill also demonstrates a strong commitment to the local community in her various not-for-profit roles. | | C. Keith Hartley  Chair, Investment Committee | 81 | Mr. Hartley has been a member of our Board of Directors since September 2000. Since June 2000, he has been the President of Hartley Capital Advisors, a merchant banking firm. From August 1995 to May 2000, he was the managing partner of Forum Capital Markets LLC, an investment banking company. In the past, Mr. Hartley held the position of managing partner for Peers & Co. and Drexel Burnham Lambert, Inc. He serves as a director and is on various committees of Swisher |

  5. Nominees For Election as Directors

    | Name of Director | Age | Year First Became Director, Principal Occupations and Certain Directorships | | | | International Group, Inc. He also previously served as a director of Idera Pharmaceuticals, Inc. (Nasdaq: IDRA) until June 2014. Mr. Hartley’s significant experience in the investment banking industry gives him strong insights into areas such as corporate finance and strategic transactions, enabling him to contribute to the Company in a variety of areas, including strategic planning, finance and executive management. Mr. Hartley’s past experience on the boards of other public companies also provides him with valuable insight into corporate governance practices. | | Celia M. Joseph  Chair, Nominating & Corporate Governance Committee | 70 | Ms. Joseph has been a member of our Board of Directors since January 2020. Previously, Ms. Joseph served as Director, Employment and Benefits Law in the legal department of chemical company, Solenis LLC, where she provided leadership and advice for all areas of global employment and benefits law from 2014 until her retirement in 2018. Prior to her position at Solenis LLC, Ms. Joseph was Of Counsel at Fisher & Phillips LLP, founded the law firm Celia M. Joseph & Associates PC, and was a Principal at Reaching Agreement ADR LLC. From 1980 to 2009, Ms. Joseph was an Assistant General Counsel, global Employment Law Manager, and Corporate EEO/Diversity Manager at Rohm and Haas Company. Ms. Joseph currently serves as a volunteer member of the Board of Directors of the Wynnefield branch of the Settlement Music School and formerly served as a member of the Board of Directors of the International Employers Forum and as an officer of the International Bar Association. Ms. Joseph’s near 40 years of experience working for multinational companies in the chemicals industry has given her strong insights and the ability to assist our Board on matters including global human resource management and law. | | Lawrence Lacerte  Chair, Human Capital Committee | 71 | Mr. Lacerte has been a member of our Board of Directors since October 1999. Since July 1998, he has been Chairman of the Board of Directors and Chief Executive Officer of Exponent Technologies, Inc., a company specializing in technology and Internet-related ventures. Prior to that time, he was the founder, Chairman of the Board of Directors and Chief Executive Officer of Lacerte Software Corp., which was sold to Intuit Corporation in June 1998. Mr. Lacerte’s varied career as the founder of a successful software company allows him to bring to the Board a diverse combination of business, operational and strategic knowledge and skills. | | Dr. Joan Lau | 54 | Dr. Lau has been a member of our Board of Directors since March 2024. She currently also serves on the boards of Brandywine Realty Trust (NYSE: BDN) and Rockwell Medical, Inc. (Nasdaq: RMTI). Dr. Lau is the Co-Founder and Chief Executive Officer of Spirovant (previously, Talee Bio), a gene therapy company developing treatments and cures for respiratory diseases including cystic fibrosis. Dr. Lau is also an Adjunct Professor and Trustee at the University of Pennsylvania. Dr. Lau also co-founded and served as Managing Partner at Militia Hill Ventures, which focuses on building and growing high-quality life science companies. Dr. Lau's more than 20 years of experience in executive leadership and business development for biopharmaceutical, biotechnology and R&D-focused companies has given her strong insights which enable her to contribute to the Company in a variety of areas, including strategic planning, product development and executive management. Dr. Lau’s service on the boards of other public companies also allows her to share best practices observed from these experiences. |

  6. Nominees For Election as Directors

    | Name of Director | Age | Year First Became Director, Principal Occupations and Certain Directorships | | Sidney D. Rosenblatt  Chair, Board of Directors | 76 | Mr. Rosenblatt has been a member of our Board of Directors since May 1996 and has served as our Board Chair since June 2023. Mr. Rosenblatt retired from the Company in December 2022 as Executive Vice President and Senior Advisor. He served as Executive Vice President and our Chief Financial Officer, Treasurer and Secretary from June 1995 through September 2022. Mr. Rosenblatt was the owner of S. Zitner Company from August 1990 through August 2010 and served as its President from August 1990 through December 1998. From May 1982 to August 1990, Mr. Rosenblatt served as the Senior Vice President, Chief Financial Officer and Treasurer of InterDigital. Mr. Rosenblatt is on the Board of Managers of the Overbrook School for the Blind and previously served as a member of the Board of Careers through the school’s Culinary Arts Program. Mr. Rosenblatt’s extensive experience in public company financial matters and long history with our Company are compelling attributes which will contribute to his continued leadership of the Company on our Board of Directors. His leadership in investor relations and familiarity with the OLED industry have provided him with significant experience of value to the Company. Mr. Rosenblatt is well equipped to provide insight and leadership to the Company in its dealings with the for-profit and not-for-profit communities and the public sector. |

  7. Nominees For Election as Directors

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

  8. Compensation Discussion and Analysis

    | What We Do: | What We Do Not Do: | | Pay for Performance under Our Annual Incentive Plan: We link pay to performance and shareholder interests by establishing our Annual Incentive Plan based on financial metrics and strategic performance goals established in advance by our Human Capital Committee. | No Guaranteed Bonuses: We do not provide guaranteed minimum bonuses or uncapped incentives under our Annual Incentive Plan. | | Enhanced Emphasis of Company Goals and Relative Growth Targets Under our Annual Incentive Plan: In 2023, the Company financial performance factors under our Annual Incentive Plan were 80% and the team/individual performance factor was 20%. For 2023, we modified the financial performance factors to consist of both revenue and adjusted operating income (based on the achievement of pre-established targets), with each making up an equal portion of the financial performance factors, as balancing of these metrics is a better indicator of Company performance as viewed by management. | No Employment Contracts: We do not have any individual employment contracts with any of our Named Executive Officers. | | Clawback Policy: Effective December 1, 2023, in accordance with applicable Nasdaq listing standards, our Human Capital Committee adopted a new policy, applicable to performance compensation such as the bonuses under our Annual Incentive Plan and the performance share unit awards under our long-term incentive program, which states that if the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under applicable securities laws, the Company shall recover the amount of any erroneously awarded compensation that is granted, earned, paid, received, or vested, based wholly or in part upon the attainment of any financial reporting measure that is received by any officer of the Company as contemplated under Section 16 of the Exchange Act (including all of our Named Executive Officers) during the three completed fiscal years immediately before the date that the Company is required to prepare the restatement. Existing Clawback Provisions in Executive Retention Agreements Continue to Apply. Our Named Executive Officers are subject to Equity Retention Agreements which include clawback provisions. The clawback policy we adopted in 2023 is supplemental to these provisions. | No Short Selling, Hedging or Similar Transactions: All employees and directors are prohibited from trading in options, warrants, puts and calls or similar financial instruments on any Company securities, or selling any Company securities “short.” Additionally, all employees and directors are prohibited from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of any Company securities. |

  9. Compensation Discussion and Analysis

    Bonus awards under the Annual Incentive Plan are awarded to eligible participants on an annual basis if the performance goals established by the Human Capital Committee are met. At the beginning of each fiscal year, the Human Capital Committee establishes each participant’s target and maximum bonus award, the performance goals applicable to the bonus award, and such other conditions as the Human Capital Committee deems appropriate. In 2023, the performance goals provided for differing amounts to be paid (e.g., threshold, target and maximum amounts) based on differing levels of performance for each performance goal. The performance goals may relate to the financial performance of the Company and its subsidiaries or one or more business units, and, where appropriate, may relate to a participant’s individual performance. At the end of the fiscal year, the Human Capital Committee, with the assistance of Korn Ferry, determines the extent to which the performance goals and other conditions of the bonus awards have been met and the amount, if any, to be paid to each participant. A participant will not earn a bonus for any portion of the performance goals for a fiscal year under the Annual Incentive Plan if the level of achievement of the performance goals is below the threshold requirement to earn an award, as established by the Human Capital Committee. Any bonus awards that are earned for a fiscal year are paid shortly after the end of the fiscal year, after the Human Capital Committee certifies attainment of the performance goals and confirms that the participant is otherwise eligible for such payment under the terms of the applicable award program. Bonus awards under the Annual Incentive Plan are payable in cash, shares of our common stock or stock units under the Universal Display Corporation Equity Compensation Plan, or such other form as the Human Capital Committee determines in its discretion. For 2023, the Annual Incentive Plan utilized revenue and adjusted operating income metrics (based on the achievement of pre-established targets) as the performance factors for awards under the Annual Incentive Plan. In future years, performance goals may be based on one or more of the following criteria, either in absolute terms or in comparison to publicly available industry standards or indices: stock price, return on equity, assets under management, EBITDA, earnings per share, price-earnings multiples, net income, revenues, working capital, accounts receivable, productivity, margin, net capital employed, return on assets, shareholder return, return on capital employed, increase in assets, operating expense, unit volume, sales, internal sales growth, cash flow, market share, relative performance to a comparison group designated by the Human Capital Committee or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures. Awards under the Annual Incentive Plan Paid for 2023 Performance Each participant’s target and maximum incentive award and the performance goals applicable to the incentive award were based 80% upon Company financial performance factors and 20% upon key performance indicators ("KPIs"). The Company financial performance factor was based on the achievement of specific revenue and adjusted operating income targets. The target amount for the revenue component of the Company financial performance factors was set at revenue achievement of $575 million. A revenue threshold level of $550 million was also established, at which 50% of the target payout would be earned. Revenue below such threshold would generate no payouts under the financial performance factor. A maximum award of 200% of the target payout under the applicable performance factor would be earned in the event revenue exceeded $610 million. The target amount for the adjusted operating income component of the Company financial performance factors was set at adjusted operating income achievement of $245 million. An adjusted operating income threshold level of $235 million was also established, at which 50% of the target payout would be earned. Adjusted operating income below such threshold would generate no payouts under the financial performance factor. A maximum award of 200% of the target payout under the applicable performance factor would be earned in the event adjusted operating income exceeded $260 million. The 20% KPIs were based upon team and individual KPIs using a scorecard. The KPIs were designed to measure the success of each individual Named Executive Officer in the performance of their job functions. The KPIs were intended to measure the performance of the portion of the organization for which the Named Executive Officer had responsibility, as well as the contribution of that portion of the organization to the overall performance of the Company. The KPIs also were intended to define strategic objectives that prioritized critical short-term and long-term actions for the Company to deliver shareholder value. For example, with respect to our Chief Executive Officer and each of our other Named Executive Officers, KPIs included at least four of the following: Serve our Customers: Provide exceptional service and deliver state of the art technology solutions to our customers; • Operate with Discipline: Implement industry leading processes to ensure that we operate as a productive, safe and compliant organization, and maximize multinational operational efficiency; • Grow the Enterprise: Grow the organization through organic internal development of innovative new products and by acquiring interests in new promising and complementary businesses; • Develop our People: Retain, recruit, hire and develop talent that meets and anticipates the changing needs of our business, while fostering an inclusive and diverse workplace; and • Assure Responsible and Sustainable Operations: Implement and ensure operations that are designed to deliver environmentally sustainable and socially responsible solutions, and which help our customers deliver more energy efficient and environmentally responsible product solutions. As provided for in more detail below, for 2023 the Named Executive Officers exceeded both their target financial performance objectives and KPI goals and received approximately 137% of their target payouts per the performance scorecard. The Named Executive Officers’ initial 2023 targets under the Annual Incentive Plan are set forth below:

  10. Compensation Discussion and Analysis

    | Name | Base Salary ($) | Annual Incentive Target (% of Base) | Annual Incentive Target ($) | | Steven V. Abramson President, Chief Executive Officer and Director | 901,130 | 125 | 1,126,413 | | Julia J. Brown, Ph.D. Executive Vice President and Chief Technical Officer | 696,235 | 125 | 870,294 | | Mauro Premutico Senior Vice President, Planning, Chief Legal Officer and Secretary | 589,394 | 125 | 736,743 | | Janice K. Mahon Senior Vice President, Technology Commercialization and General Manager, Commercial Sales Business | 479,776 | 125 | 599,720 | | Brian Millard Vice President, Chief Financial Officer and Treasurer | 446,250 | 80 | 357,000 |

  11. Compensation Discussion and Analysis

    The Company exceeded both the revenue and adjusted operating income targets that make up the financial performance metrics noted above, achieving $576 million in revenue and $251 million in adjusted operating income in 2023, and each of the Named Executive Officers received maximum ratings in their team/individual performance factors (which in large part was reflected in the Company’s strong financial performance), resulting in each of these executives achieving approximately 137% of their respective target bonus award under the Annual Incentive Plan. The awards for 2023 performance under the Annual Incentive Plan approved by our Human Capital Committee on February 20, 2024 and paid to such executives in March 2024 were: Mr. Abramson – $1,543,185; Dr. Brown – $1,192,303; Mr. Premutico – $1,009,337; Ms. Mahon – $821,616; and Mr. Millard – $489,090. These cash payments were subject to customary tax withholding consistent with applicable requirements. Long-term incentive equity compensation awards 2023 Equity Compensation Awards We use long-term incentive equity compensation awards to link the compensation paid to our Named Executive Officers with our future performance and the future performance of our common stock. We believe that this helps align the interests of our Named Executive Officers with those of our shareholders. We also use these awards to encourage our executive officers to remain with the Company through the applicable vesting period. In 2023, as in prior years, the Company utilized a long-term incentive equity compensation approach in which equity grants are made annually, consisting of RSUs that vest ratably over a three-year period along with PSUs that vest at the end of a three-year performance period based upon specific performance criteria. Korn Ferry has assisted our Human Capital Committee since 2013 in developing this long-term executive incentive compensation structure, and each year since that time, our Human Capital Committee, with the assistance of Korn Ferry, determines eligibility, target award levels and performance measures. With respect to long-term incentive awards granted in 2023, our Human Capital Committee and full Board of Directors approved, on an effective date of March 7, 2023, target long-term incentive awards for our Named Executive Officers, with one-third of the total target shares of each award in the form of time-vesting RSUs and the other two-thirds in the form of target PSUs vesting upon the achievement of certain performance criteria over identified performance periods. The time-vesting RSU portion of the award granted on March 7, 2023 to the Named Executive Officers was in the following amounts: Mr. Abramson – 14,425; Dr. Brown – 10,125; Mr. Premutico – 7,790; Ms. Mahon – 6,275; and Mr. Millard – 3,607. Each of the foregoing awards vested or will vest one-third each year on March 7, 2024, 2025 and 2026, subject to the continued employment of each Named Executive Officer on the applicable vesting date. The performance-based PSU portion of the award granted on March 7, 2023 to the Named Executive Officers was as follows: Mr. Abramson – 28,851; Dr. Brown – 20,251; Mr. Premutico – 15,580; Ms. Mahon – 12,551; and Mr. Millard – 7,215. These PSU awards represent target awards and will vest based on the achievement of pre-established relative performance goals from January 2023 through December 2025. Half of the PSUs awarded in March 2023 will vest based on the achievement of a cumulative adjusted EBITDA performance target for the three year period from January 1, 2023 to December 31, 2025, with one quarter vesting based on the achievement of total shareholder return ("TSR") relative to TSR of the companies in the Nasdaq Electronics Components Index for the three year period from January 1, 2023 to December 31, 2025, and the other quarter vesting based on the achievement of cumulative total gross margin performance targets for the three year period from January 1, 2023 to December 31, 2025. The PSU target awards are subject to a sliding scale multiplier ranging from 0x to 3x based upon the percentile achievement with respect to each relative target. In addition, the PSUs are subject to the continued employment of each Named Executive Officer on the applicable vesting date. Supplemental retirement benefits Universal Display Corporation Supplemental Executive Retirement Plan In 2010, our Human Capital Committee and our Board of Directors approved and adopted the Universal Display Corporation Supplemental Executive Retirement Plan, which was amended in 2015 (as amended, the “SERP”). The SERP is a nonqualified deferred compensation plan under the Internal Revenue Code (the “IRC”) and is unfunded. Participants include management or highly compensated employees of the Company, including the Named Executive Officers, who are selected by the Human Capital Committee to receive benefits under the SERP. The Human Capital Committee retained Korn Ferry to assist it in structuring the SERP in 2010 and amending the SERP in 2015. The SERP was adopted to provide key employees with supplemental retirement benefits and to encourage their continued employment with the Company. Under the SERP, if an executive officer participant resigns or is terminated without cause at or after age 65 and with at least 20 years of continuous service with the Company, he or she will be eligible to receive a SERP benefit, payable in equal amounts over 10 years, based on a present value calculation of the benefit amount for the participant’s actuarial remaining life expectancy, and a percentage of the participant’s combined annual base salary and average annual bonus for the most recent three fiscal years ending prior to the participant’s date of termination of employment. The percentage is 50%, 25% or 15%, depending on the participant’s benefit class. Each of Mr. Abramson, Dr. Brown, Mr. Premutico and Ms. Mahon has been designated as a participant in the SERP in the 50% benefit class. Mr. Millard does not participate in the SERP and the Company does not currently plan on adding additional participants to the SERP in the future. If a participant resigns after age 65 and with at least 15 years of service, he or she will be eligible to receive a prorated SERP benefit. If a participant is terminated without cause or on account of a disability after at least 15 years of service, he or she will be eligible to receive a prorated SERP benefit regardless of age. The prorated benefit in either case will be based on the participant’s number of years of service (up to 20), divided by 20. In the event a participant is terminated for cause, his or her SERP benefit and any future benefit payments are subject to immediate forfeiture. The ages of the Named Executive Officers designated as participants in the SERP are as follows: Mr. Abramson – 72, Dr. Brown – 63, Mr. Premutico – 58 and Ms. Mahon – 66. In the event of a change in control of the Company, each participant in the SERP will become immediately vested in his or her benefit under the SERP. Unless the participant’s benefit has already fully vested, if the participant has less than 20 years of service at the time of the change in control, he or she will receive a prorated benefit based on his or her number of years of service (up to 20), divided by 20. If the change in control qualifies as a “change in control event” for purposes of Section 409A of the IRC, then each participant (including former employees who are entitled to SERP benefits) will receive a lump sum cash payment equal to the present value of the benefit immediately upon the change in control.

  12. Compensation Discussion and Analysis

    As an individual with special expertise and institutional knowledge that the Company considers to be highly valuable to the Company’s continued success, Mr. Abramson is designated as a special participant under the SERP. Having reached the age of 65 and with 20 years of continuous service, upon resignation or termination without cause or on account of disability, he will be eligible to receive a SERP benefit. The SERP benefit for Mr. Abramson, as a special participant, is additionally based on the actuarial remaining life expectancy of his surviving spouse, if any, along with his own life. The accumulated benefit under the SERP for Mr. Abramson may change subject to a change in his marital status. Except as described above, Mr. Abramson is subject to the same treatment as other participants in the SERP. UDC, Inc. Nonqualified Deferred Compensation Plan On October 31, 2023, our Human Capital Committee and our Board of Directors approved and adopted the UDC, Inc. Nonqualified Deferred Compensation Plan (the “DCP”), which went into effect on January 1, 2024. The DCP is a nonqualified deferred compensation plan under the IRC and is unfunded. The DCP allows a select group of key management and highly compensated employees, including the Named Executive Officers, to defer receiving certain of their salary and cash incentive compensation. The DCP also enables participants to defer a portion of their salary and cash incentive compensation, subject to any minimums or maximums established by the Company and certain restrictions. Participants select from various investment options available under the DCP to invest their elective deferrals. There are no guaranteed returns for any of the investment options or for any participants in the DCP. Distributions under the DCP will be paid based on a pre-determined payment schedule upon termination of service for any reason (including death) and a change in control. The Company reserves the right under the DCP to make discretionary contributions to participant accounts from time to time. The participants’ elective deferrals are 100% vested immediately, with any discretionary contributions by the Company to vest based on a schedule determined at the time of contribution, subject to acceleration in certain circumstances. Should a participant’s employment with the Company be terminated for cause, no benefits of any kind will be due or payable under the DCP from the Company’s contributions. The Company pays all of the administrative costs of the DCP. Any assets of the Company set aside with respect to the DCP are subject to the claims of the Company’s general creditors in the event of bankruptcy or other insolvency. No assets are placed into an account in the name of any participant. An account in the DCP will not give a participant any interest in the Company’s assets or the assets of any of its affiliates, or a right to payment other than as provided in the DCP. Participants in the DCP are general unsecured creditors of the Company with respect to amounts payable under the DCP. Special event awards From time to time, we may issue cash and non-cash awards to our employees, including our Named Executive Officers, relating to the occurrence of special events. For example, we have historically awarded a small amount of cash or equity compensation to our employees in connection with the filing and issuance of new patents on which they are named inventors. From time to time, we also have issued cash awards to our employees in connection with their having achieved special recognition in their field or in the industry. We believe these awards are an important component of compensation intended to recognize our employees for special individual accomplishments that are likely to benefit us and our business. Our Human Capital Committee did not award any special event awards, cash or non-cash, to our Named Executive Officers for 2023 performance. Perquisites and other benefits We provide benefits to all of our employees, including our Named Executive Officers. These include paid time off, paid sick time, Company-sponsored life, short-term and long-term disability insurance, individual and family medical and dental insurance, 401(k) plan contributions and other similar benefits. We believe these benefits are an important factor in helping us maintain good relations with our employees and in creating a positive work environment. For some of these employee benefits, the actual amount provided depends on the employee’s salary, such that our higher-salaried employees, including our Named Executive Officers, receive total benefits that are greater than those of other employees. For example, beginning on January 1, 2017, rather than matching a certain percentage of employee contributions under our 401(k) plan, we started making nonelective employer contributions of 3% of compensation for all employees (up to the permissible limit), resulting in the maximum permissible contribution of $9,900 for all our Named Executive Officers in 2023. We also made life and disability insurance premium payments on behalf of our Named Executive Officers in 2023. Again, the actual amount of these payments depends in part on the employee’s age and salary, such that payments made on behalf of our older or higher-salaried employees, which includes our Named Executive Officers, will be greater than those made on behalf of other employees. These life insurance premium payments were also higher for our executive officers because they are entitled to a benefit equal to two times their annual base salary, as compared to our other employees who are entitled to a benefit equal to their annual base salary. In addition, we made premium payments for supplemental disability and excess life insurance coverage for Mr. Abramson. However, the dollar value of all of these payments was relatively small compared to the total compensation paid to our Named Executive Officers for the year, and in any event, we consider these type of benefits to be standard components of executive compensation at most companies. In 2023, as in prior years, we provided an automobile allowance of $500 per month to each of Mr. Abramson, Dr. Brown, Mr. Premutico, Ms. Mahon and Mr. Millard, and reimbursed each of them for reasonable expenses associated with the automobiles they used to commute to our offices in Ewing, New Jersey, such as expenses for automobile repairs and insurance. We do not consider this additional benefit to be a substantial component of executive compensation. Pay Ratio Disclosure In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and applicable SEC rules, we are providing the information below about the relationship of our Chief Executive Officer’s compensation to our median employee’s compensation. The total annual compensation for 2023 was $136,295 for our median employee and $9,255,652 for our Chief Executive Officer. The resulting ratio of our Chief Executive Officer’s pay to the pay of our median employee for 2023 is 68 to 1. To identify our median employee, we examined the 2023 compensation for all individuals who were employed by us on December 31, 2023, excluding our Chief Executive Officer. For the purpose of identifying the median employee, we included base pay, equity grants, bonus and other non-equity payments given in the year in our calculation of 2023 compensation. We included all world-wide employees, whether employed on a full-time, part-time or seasonal basis. We annualized the compensation for full-time employees who were not employed by us for all of 2023. All non-U.S. employees’ pay was converted into U.S. Dollars using an exchange rate based on our determination date of December 31, 2023.

  13. Compensation Discussion and Analysis

    | Year | Summary Compensation Table Total for PEO¹ ($) | Compensation Actually Paid to PEO ¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Revenue⁵ ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 9,255,652 | 16,062,629 | 4,720,641 | 8,034,657 | 95.35 | 162.17 | 203 | 576 | | 2022 | 9,779,152 | 2,541,697 | 5,664,249 | 803,453 | 53.38 | 140.35 | 210 | 617 | | 2021 | 10,531,257 | 2,330,331 | 7,210,927 | 2,027,173 | 80.71 | 216.22 | 184 | 554 | | 2020 | 18,246,271 | 10,534,329 | 11,355,265 | 8,225,948 | 111.93 | 142.69 | 133 | 429 |

  14. Compensation Discussion and Analysis

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 10,583,821 | 2,669,558 | 0 | 334,694 | 0 | 0 | 13,588,073 | | 2022 | 4,939,023 | (5,276,908) | 0 | (258,885) | 0 | 0 | (596,770) | | 2021 | 6,090,071 | (5,512,247) | 0 | (1,092,350) | 0 | 0 | (514,526) | | 2020 | 11,476,842 | 862,377 | 0 | (3,907,609) | 0 | 0 | 8,431,610 |

  15. Compensation Discussion and Analysis

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 5,098,850 | 1,206,709 | 0 | 275,307 | 0 | 0 | 6,580,866 | | 2022 | 1,976,072 | (2,360,462) | 0 | (117,807) | (805,661) | 0 | (1,307,858) | | 2021 | 4,075,520 | (3,664,828) | 0 | (747,871) | 0 | 0 | (337,179) | | 2020 | 7,680,660 | 742,581 | 0 | (1,796,652) | 0 | 0 | 6,626,589 |

  16. Compensation Discussion and Analysis

    (4) The Peer Group TSR set forth in this table utilizes the S&P 500 Electronic Components Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Electronic Components Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. The Nasdaq Electronics Components Index, which was used in presenting Peer Group TSR in the Pay-Versus-Performance table in our 2023 Proxy Statement, is no longer publicly accessible to shareholders and was replaced with the S&P 500 Electronics Components Index, which management considers a closely-related index. (5) We determined Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for previous years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years and the S&P 500 Electronic Components Index TSR. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Revenue during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.

  17. Compensation Discussion and Analysis

    In addition, in the event of a change in control of the Company, each SERP participant will become immediately vested in his or her SERP benefit. Unless the participant’s benefit has already fully vested, if the participant has less than 20 years of service at the time of the change in control, he or she will receive a prorated benefit based on his or her number of years of service (up to 20), divided by 20. If the change in control qualifies as a “change in control event” for purposes of Section 409A of the IRC, then each participant (including former employees who are entitled to SERP benefits) will receive a lump sum cash payment equal to the present value of the benefit immediately upon the change in control. Tax Consequences of Our Compensation Program Internal Revenue Code §409A Section 409A of the IRC provides that nonqualified deferred compensation benefits are includible in an employee’s income when vested, unless certain requirements are met. If these requirements are not met, employees are also subject to an additional income tax and interest. Our compensation plans and arrangements are drafted to meet any applicable requirements of Section 409A. Change in control agreements with our executive officers were amended in November 2008 to ensure compliance with these requirements. The SERP, as adopted, is intended to comply with the requirements of Section 409A. As a result, all of our executive officers will be taxed when any deferred compensation is actually paid to them, and we will be entitled to a tax deduction at that time. Internal Revenue Code §280G Section 280G of the IRC disallows a company’s tax deduction for “excess parachute payments.” Additionally, Section 4999 of the IRC imposes a 20% excise tax on any person who receives excess parachute payments. Presently, all of our Named Executive Officers are entitled to payments upon the termination of their employment in connection with a change in control of the Company, some of which may qualify as “excess parachute payments.” Accordingly, our tax deduction for any such excess parachute payments would be disallowed under Section 280G of the IRC. Moreover, we are required to make additional payments to Mr. Abramson, Dr. Brown, Mr. Premutico and Ms. Mahon to cover any excise taxes imposed on them by reason of the payments they receive in connection with a change in control. As previously indicated, we believe that this tax “gross-up” obligation is reasonable and appropriate given our current size and status.

  18. Summary Compensation Table

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

  19. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Steven V. Abramson | 2023 | 878,024 | -(3) | 6,781,096(4) | 1,543,185 | -(5) | 53,347(6) | 9,255,652 | | President, Chief Executive | 2022 | 842,703 | -(7) | 7,033,223(8) | 1,857,838 | -(9) | 45,388(6) | 9,779,152 | | Officer and Director | 2021 | 814,314 | -(10) | 8,078,938(11) | 1,596,205 | -(12) | 41,800(6) | 10,531,258 | | Julia J. Brown, Ph.D. | 2023 | 679,276 | -(3) | 4,759,752(4) | 1,192,303 | -(5) | 20,411(13) | 6,651,742 | | Executive Vice President | 2022 | 651,697 | -(7) | 4,936,835(8) | 1,435,412 | -(9) | 17,973(13) | 7,041,917 | | and Chief Technical Officer | 2021 | 616,757 | 1,500(10) | 5,670,290(11) | 1,233,267 | -(12) | 18,285(13) | 7,540,099 | | Mauro Premutico | 2023 | 580,219 | -(3) | 3,661,924(4) | 1,009,337 | -(5) | 21,153(14) | 5,272,633 | | SVP, Planning, Chief Legal | 2022 | 555,122 | -(7) | 3,798,540(8) | 1,215,140 | -(9) | 16,854(14) | 5,585,656 | | Officer and Secretary | 2021 | 525,427 | -(10) | 4,362,425(11) | 1,044,015 | -(12) | 15,579(14) | 5,947,446 | | Janice K. Mahon | | | | | | | | | | SVP, Technology | 2023 | 478,897 | -(3) | 2,949,946(4) | 821,616 | -(5) | 23,469(15) | 4,273,928 | | Commercialization and GM, | 2022 | 456,335 | -(7) | 3,059,850(8) | 989,143 | -(9) | 22,471(15) | 4,527,799 | | Commercial Sales Business | 2021 | 431,694 | -(10) | 3,514,200(11) | 849,845 | -(12) | 21,769(15) | 4,817,508 | | Brian Millard | 2023 | 430,966 | (3) | 1,695,773(4) | 489,090 | - | 68,430(17) | 2,684,259 | | Vice President, Chief Financial | 2022 | 120,962 | 250,000(7) | 800,050(16) | 195,694 | - | 17,808(17) | 1,384,514 | | Officer and Treasurer | 2021 | - | - | - | - | - | - | - |

  20. Summary Compensation Table

    (1) For information regarding the assumptions made in the valuations of these amounts, see Footnote 16 to the Company’s financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for such year. The grant date fair value of the PSU awards granted in 2023 included in this column was calculated based on achievement of the target amount with respect to each of the performance targets, which was the probable achievement of the performance goals as determined at the date of grant, and assumes that the grant date share price includes reasonable projections of future dividend payments. The highest level of performance that may be achieved for the PSUs would result in the receipt of 3x the number of PSUs receivable at target. The PSU awards granted in 2023 will be eligible to vest after three years based on the achievement of pre-established relative performance goals ending with the 2025 fiscal year. Half of the PSUs awarded will vest based on the achievement of cumulative adjusted EBITDA performance targets for the three year period from January 1, 2023 to December 31, 2025, with one quarter vesting based on the achievement of TSR relative to TSR of the companies in the Nasdaq Electronics Components Index for the three year period from January 1, 2023 to December 31, 2025, and the other quarter vesting based on the achievement of cumulative total gross margin performance targets for the three year period from January 1, 2023 to December 31, 2025. Assuming performance at the maximum level, the grant date fair value of the PSUs granted during 2023 was $12,000,573 for Mr. Abramson, $8,423,403 for Dr. Brown, $6,480,501 for Mr. Premutico, $5,220,588 for Ms. Mahon and $3,001,079 for Mr. Millard. (2) Non-equity incentive plan compensation (bonus awards under the Annual Incentive Plan) earned for 2023, 2022 and 2021 performance was paid in March 2024, March 2023 and February 2022, respectively. For greater detail see the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Short-term Incentive Compensation.” (3) There were no special event bonuses awarded for 2023 performance. (4) This amount is based on the aggregate grant date fair value of the restricted share units and performance share units granted to this Named Executive Officer on March 7, 2023. These stock awards are discussed in greater detail in the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Long-term incentive equity compensation awards” and below under the section “Grants of Plan-Based Awards.” (5) This amount is based on the difference between the actuarial present value of the accrued benefit under the SERP as of December 31, 2022, using a discount rate of 4.94%, and the actuarial present value of the accrued benefit under the SERP as of December 31, 2023, using a discount rate of 4.74%. In 2023, the value of the SERP decreased, which has been reflected as a zero increase in the value of this benefit, as a result of a large prior bonus which dropped out in the salary related formula. This significantly lowered the actuarial present value. This drop in value more than offset the increase due to the lower discount rate. The changes in the actuarial present values of the Named Executive Officers’ SERP benefits do not constitute cash payments to the Named Executive Officers. None of the Named Executive Officers actually received any cash payment with respect to this benefit in 2023. (6) This amount is based on (a) auto expense reimbursements and allowance of $15,046, $7,837 and $6,304 (b) life and disability insurance premium payments of $28,401, $28,401 and $26,797 and (c) nonelective employer 401(k) plan contributions of $9,900, $9,150 and $8,700, in each case for 2023, 2022 and 2021, respectively. (7) There were no special event bonuses awarded for 2022 performance. Mr. Millard received a cash bonus of $250,000 at the time of his hire in September 2022 to compensate him for the value of any unpaid bonus forfeited from his prior employment. (8) This amount is based on the aggregate grant date fair value of the restricted share units and performance share units granted to this Named Executive Officer on February 16, 2022. These stock awards are discussed in greater detail in the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Long-term incentive equity compensation awards.” (9) This amount is based on the difference between the actuarial present value of the accrued benefit under the SERP as of December 31, 2021, using a discount rate of 2.16%, and the actuarial present value of the accrued benefit under the SERP as of December 31, 2022, using a discount rate of 4.94%. In 2022, the value of the SERP decreased, which has been reflected as a zero increase in the value of this benefit, as a result of the large increase in the discount rate, which significantly lowered its actuarial present value. The changes in the actuarial present values of the Named Executive Officers’ SERP benefits do not constitute cash payments to the Named Executive Officers. None of the Named Executive Officers actually received any cash payment with respect to this benefit in 2022. (10) There were no special event bonuses awarded for 2020 performance. Dr. Brown received a bonus of $1,500 relating to patent awards in 2021. For greater detail see the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Special event awards.” (11) This amount is based on the aggregate grant date fair value of the restricted share units and performance share units granted to this Named Executive Officer on March 2, 2021. These stock awards are discussed in greater detail in the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Long-term incentive equity compensation awards.” (12) This amount is based on the difference between the actuarial present value of the accrued benefit under the SERP as of December 31, 2020, using a discount rate of 1.54%, and the actuarial present value of the accrued benefit under the SERP as of December 31, 2021, using a discount rate of 2.16%. In 2021, the value of the SERP decreased, which has been reflected as a zero increase in the value of this benefit, as a result of an increase in the discount rate, which lowered the SERP’s actuarial present value, and a larger bonus previously paid for extraordinary Company performance dropping out of the final average salary calculation for purposes of determining the future accrued benefit. The changes in the actuarial present values of the Named Executive Officers’ SERP benefits do not constitute cash payments to the Named Executive Officers. None of the Named Executive Officers actually received any cash payment with respect to this benefit in 2021. (13) This amount is based on (a) auto expense reimbursements and allowance of $2,056, $744 and $1,921, (b) life and disability insurance premium payments of $8,455, $8,079 and $7,664 and (c) nonelective employer 401(k) plan contributions of $9,900, $9,150 and $8,700, in each case for 2023, 2022 and 2021, respectively. (14) This amount is based on (a) auto expense reimbursements and allowance of $3,276, $1,274 and $2,203, (b) life and disability insurance premium payments of $7,977, $6,429 and $4,676 and (c) nonelective employer 401(k) plan contributions of $9,900, $9,150 and $8,700, in each case for 2023, 2022 and 2021, respectively. (15) This amount is based on (a) auto expense reimbursements and allowance of $4,800, $5,114 and $5,189, (b) life and disability insurance premium payments of $8,769, $8,207 and $7,880 and (c) nonelective employer 401(k) plan contributions of $9,900, $9,150 and $8,700, in each case for 2023, 2022 and 2021, respectively.

  21. Summary Compensation Table

    (16) This amount is based on the award of 8,301 restricted share units granted on September 29, 2022 to compensate Mr. Millard for the value of any unvested equity forfeited from his prior employment, which award is subject to a time based vesting restriction, with one-half of the total share amount vested on the one-year anniversary of the date of grant (September 29, 2023) and the other half vesting on the second anniversary of Mr. Millard's date of hire (September 6, 2024). (17) This amount is based on (a) auto expense reimbursements and allowance of $301 and $130 (b) life and disability insurance premium payments of $2,335 and $271, (c) nonelective employer 401(k) plan contributions of $9,900 and $0, (d) relocation expense reimbursements of $37,960 and $12,040 and (e) tax gross-ups on relocation expenses of $17,934 and $5,368, in each case for 2023 and 2022, respectively.

  22. Grants of Plan-Based Awards

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

  23. Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock (#) (3) | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($) | | Steven V. Abramson | | | | | | | | | | | | | | Annual Incentive Plan | — | 563,206 | 1,126,413 | 2,252,825 | — | — | — | — | | — | — | — | | RSUs | 3/7/2023 | — | — | — | — | — | — | 14,425 | | — | — | 2,000,026 | | PSUs | 3/7/2023 | — | — | — | 3,606 | 28,851 | 86,553 | — | | — | — | 4,781,070 | | Julia J. Brown, Ph.D. | | | | | | | | | | | | | | Annual Incentive Plan | — | 435,147 | 870,294 | 1,740,588 | — | — | — | — | | — | — | — | | RSUs | 3/7/2023 | — | — | — | — | — | — | 10,125 | | — | — | 1,403,831 | | PSUs | 3/7/2023 | — | — | — | 2,531 | 20,251 | 60,753 | — | | — | — | 3,355,921 | | Mauro Premutico | | | | | | | | | | | | | | Annual Incentive Plan | — | 368,371 | 736,743 | 1,473,485 | — | — | — | — | | — | — | — | | RSUs | 3/7/2023 | — | — | — | — | — | — | 7,790 | | — | — | 1,080,084 | | PSUs | 3/7/2023 | — | — | — | 1,948 | 15,580 | 46,740 | — | | — | — | 2,581,840 | | Janice K. Mahon | | | | | | | | | | | | | | Annual Incentive Plan | — | 299,860 | 599,720 | 1,199,440 | — | — | — | — | | — | — | — | | RSUs | 3/7/2023 | — | — | — | — | — | — | 6,275 | | — | — | 870,029 | | PSUs | 3/7/2023 | — | — | — | 1,569 | 12,551 | 37,653 | — | | — | — | 2,079,917 | | Brian Millard | | | | | | | | | | | | | | Annual Incentive Plan | — | 178,500 | 357,000 | 714,000 | — | — | — | — | — | — | — | — | | RSUs | 3/7/2023 | — | — | — | — | — | — | 3,607 | | — | — | 500,111 | | PSUs | 3/7/2023 | — | — | — | 902 | 7,215 | 21,645 | — | | — | — | 1,195,662 |

  24. Grants of Plan-Based Awards

    (1) These columns reflect the range of potential awards under the Annual Incentive Plan available to be earned by the Named Executive Officer for 2023. The actual amounts earned for 2023 under the Annual Incentive Plan are set forth in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation.” Each Named Executive Officer earned an award of approximately 137% of the target amount under the Annual Incentive Plan for 2023 performance, which was paid in March 2024. For further detail, see “Compensation Discussion and Analysis—Short-term Incentive Compensation.” (2) Consists of an award of PSUs, which vest based on the achievement of pre-established relative performance goals. Half of the PSUs awarded will vest based on the achievement of cumulative adjusted EBITDA performance targets for the three year period from January 1, 2023 to December 31, 2025, with one quarter vesting based on the achievement of TSR relative to TSR of the companies in the Nasdaq Electronics Components Index for the three year period from January 1, 2023 to December 31, 2025, and the other quarter vesting based on the achievement of cumulative total gross margin performance targets for the three year period from January 1, 2023 to December 31, 2025. The PSU target awards are subject to a multiplier ranging from 0x to 3x based upon the percentile achievement with respect to each relative target. These awards are subject to the continued employment of the Named Executive Officers on the applicable vesting date. For further detail, see “Compensation Discussion and Analysis—Long-term incentive equity compensation awards.” (3) Consists of an award of time-based RSUs, which vested or will vest ratably one-third each year over three years on March 7, 2024, 2025 and 2026.

  25. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the outstanding equity awards granted to the Named Executive Officers as of December 31, 2023. None of the Named Executive Officers holds any outstanding stock options.

  26. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Stock Awards | | Equity Incentive Plan Awards | | | Name | Grant Date | Number of Shares of Stock that Have Not Vested (#) (1) | Market Value of Shares of Stock that Have Not Vested ($) (1) (2) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) (3) | | Steven V. Abramson | 3/2/2021 | 6,216 | 1,188,872 | 18,649 | 3,566,808 | | | 2/16/2022 | 8,988 | 1,719,045 | 26,964 | 5,157,135 | | | 3/7/2023 | 14,425 | 2,758,926 | 28,851 | 5,518,042 | | Julia J. Brown, Ph.D. | 3/2/2021 | 4,363 | 834,467 | 13,089 | 2,503,402 | | | 2/16/2022 | 6,308 | 1,206,468 | 18,927 | 3,619,978 | | | 3/7/2023 | 10,125 | 1,936,508 | 20,251 | 3,873,206 | | Mauro Premutico | 3/2/2021 | 3,356 | 641,869 | 10,070 | 1,925,988 | | | 2/16/2022 | 4,854 | 928,376 | 14,563 | 2,785,319 | | | 3/7/2023 | 7,790 | 1,489,915 | 15,580 | 2,979,831 | | Janice K. Mahon | 3/2/2021 | 2,704 | 517,167 | 8,112 | 1,551,501 | | | 2/16/2022 | 3,910 | 747,827 | 11,731 | 2,243,671 | | | 3/7/2023 | 6,275 | 1,200,157 | 12,551 | 2,400,504 | | Brian Millard | 9/29/2022 | 4,150 | 793,729 | — | — | | | 3/7/2023 | 3,607 | 689,875 | 7,215 | 1,379,941 |

  27. Outstanding Equity Awards at Fiscal Year-End Table

    (1) RSUs for the Named Executive Officers, except with respect to Mr. Millard's September 29, 2022 award, vest over three years with one-third vesting on the first three anniversaries of the date of grant. The RSUs granted to Mr. Millard on September 29, 2022 vest over two years, with the first half vested on the anniversary of the date of grant and the second half vesting on the second anniversary of Mr. Millard's date of hire, September 6, 2024. (2) Based on the closing price of the Company’s common stock on the Nasdaq Global Select Market ($191.26) as of December 29, 2023 (the last trading day of the year ended December 31, 2023). (3) PSUs granted March 2, 2021 are eligible to vest based on the achievement of pre-established relative performance goals over a three-year performance period from January 2021 through December 2023. PSUs granted February 16, 2022 are eligible to vest based on the achievement of pre-established relative performance goals over a three-year performance period from January 2022 through December 2024. PSUs granted March 7, 2023 are eligible to vest based on the achievement of pre-established relative performance goals over a three-year performance period from January 2023 through December 2025.

  28. Stock Vested Table

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

  29. Stock Vested Table

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Steven V. Abramson | 22,474 | 3,140,937 | | Julia J. Brown, Ph.D. | 20,895 | 2,924,662 | | Mauro Premutico | 14,697 | 2,056,238 | | Janice K. Mahon | 12,336 | 1,726,267 | | Brian Millard | 4,151 | 651,665 |

  30. Stock Vested Table

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

  31. Pension Benefits Table

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

  32. Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Steven V. Abramson | SERP | 27 | 14,692,636 | - | | Julia J. Brown, Ph.D. | SERP | 25 | 8,638,336 | - | | Mauro Premutico | SERP | 12 | 3,043,545 | - | | Janice K. Mahon | SERP | 27 | 6,492,103 | - |

  33. Pension Benefits Table

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

  34. Potential Payments Upon Termination in Connection with a Change in Control

    Potential Payments Upon Termination in Connection with a Change in Control In April 2003, the Company entered into Change in Control Agreements with the following Named Executive Officers: Mr. Abramson, Dr. Brown and Ms. Mahon (the “Original CIC Agreements”). These agreements provided for certain cash payments and other benefits to the Named Executive Officers upon a qualifying employment termination event in connection with a “Change in Control” of the Company. In November 2008, the Original CIC Agreements were amended and restated to bring them into compliance with Section 409A of the IRC and regulations issued thereunder. The Amended and Restated CIC Agreements with each of Mr. Abramson, Dr. Brown and Ms. Mahon, and the Amended and Restated Change in Control Agreement entered into with Mr. Premutico in April 2012 and the Amended and Restated Change in Control Agreement entered into with Mr. Millard in September 2022 (collectively, “Amended CIC Agreements”) utilize a “double-trigger” mechanism whereby benefits are not paid to an executive as a result of the Change in Control unless he or she also experiences a qualifying termination event in connection with the Change in Control (i.e., termination or substantial reduction in responsibilities). Under the Amended CIC Agreements, if a Named Executive Officer’s employment is terminated in connection with a Change in Control, such Named Executive Officer would be entitled to the following benefits: • a lump-sum payment equal to two times the sum of the average annual base salary and the annual bonus to the individual, including any authorized deferrals, salary reduction amounts and any car allowance, and including the fair market dollar value equivalent of any bonus amounts paid in the form of stock options, SARs, warrants, stock awards or performance units; • a lump-sum payment equal to the estimated after-tax premium cost to the individual of continuing any Company-sponsored life, travel or accident insurance and disability insurance coverage for the individual (and where applicable, his or her spouse and dependents), based on coverage levels in effect immediately prior to the termination date (less any contributions that would have been required by the individual), for two years; • a lump-sum payment equal to the Company-provided contributions to which the individual would be entitled under the Company’s 401(k) savings and retirement plans, assuming the individual continued working for the Company for two years at his or her annual base salary; effective immediately preceding the Change in Control (but contingent upon the consummation of the Change in Control), full vesting of all outstanding, unvested equity awards held by the individual immediately preceding the Change in Control that have not yet become vested (and exercisable to the extent applicable), except the awards which vest based on the attainment of performance criteria would not automatically vest but would instead be governed by the terms of the plan or agreement evidencing the award; continued group hospitalization, health and dental care coverage, at the level in effect as of the termination date (or generally comparable coverage) for the individual and, where applicable, the individual’s spouse and dependents, for two years assuming the individual continued working for the Company; a lump-sum payment equal to $10,000 for outplacement assistance services for two years; • applicable SERP benefit payout; and • an additional payment to cover any excise tax imposed on the individual (with the exception of Mr. Millard) by reason of the individual receiving the payments and benefits specified above. The estimated payments and benefits that the Company would provide to each Named Executive Officer under the Amended CIC Agreements are set forth in the following table, based on the assumption that his or her employment is terminated in connection with a Change in Control which took place on December 31, 2023.

  35. Potential Payments Upon Termination in Connection with a Change in Control

    | Name | Lump Sum Payment of Two Times Annual Base Salary (1) ($) | Lump Sum Payment of Two Times Annual Bonus (2) ($) | Lump Sum Payment for Accrued and Unused Paid Time Off and Sick Time ($) | Lump Sum Payment of Estimated After-Tax Cost to Continue Life, Travel and Disability Insurance for Two Years ($) | Estimated Value of Ongoing Contributions Under Long- Term Incentive, Savings and Retirement Plans for Two Years ($) | Estimated After-Tax Value of Ongoing Payments to Continue Group Medical, Health and Dental Care Coverage for Two Years ($) | Estimated Value of Unvested Stock Options and Stock Awards Subject to Accelerated Vesting (3) (4) ($) | Payment for Outplacement Assistance Services ($) | SERP Payout ($) | Value of Tax Reimbursement Payments on Account of Excise or Other Taxes ($) | Total Payments and Benefits ($) | | Steven V. Abramson | 1,814,260 | 3,715,676 | 197,422 | 56,802 | 19,800 | 40,231 | 19,908,827 | 10,000 | 14,692,636 | 20,370,105 | 60,825,760 | | Julia J. Brown, Ph.D. | 1,404,470 | 2,870,824 | 146,560 | 16,911 | 19,800 | 40,231 | 13,974,029 | 10,000 | 8,638,336 | 13,498,888 | 40,620,050 | | Mauro Premutico | 1,190,788 | 2,430,280 | 129,126 | 15,954 | 19,800 | 54,294 | 10,751,298 | 10,000 | 3,043,545 | 8,491,820 | 26,136,906 | | Janice K. Mahon | 971,552 | 1,978,286 | 78,324 | 17,538 | 19,800 | 40,231 | 8,660,827 | 10,000 | 6,492,103 | 10,235,703 | 28,504,364 | | Brian Millard | 904,500 | 391,388 | 22,804 | 4,669 | 19,800 | 40,231 | 2,863,546 | 10,000 | - | - | 4,256,938 |

  36. Potential Payments Upon Termination in Connection with a Change in Control

    (1) Under the Amended CIC Agreements, this is to be based on the highest monthly base salary paid or payable to the employee during the twenty-four (24) months prior to December 31, 2023, including any amounts earned but deferred. It is also to include any annual car allowance. For purposes of this calculation, the employee’s bi-weekly salary as of the payment period ended on December 31, 2023 was utilized. Also, an annual car allowance of $6,000 is included for each Named Executive Officer. (2) Under the Amended CIC Agreements, this is to be based on the highest annual bonus to the employee for the last three full fiscal years prior to December 31, 2023, and is to include the fair market dollar value equivalent of any stock, restricted stock or stock options issued as bonus consideration, determined as of the date of issuance and without regard to any restrictions or vesting conditions. (3) Assumes all unvested or restricted stock options and stock awards, including performance-based grants, vest on termination of employment in connection with a Change of Control. See table under “Outstanding Equity Awards at Fiscal Year-End Table” for further detail. This amount does not include restricted stock (RSUs and PSUs) awarded in March 2024 as long-term incentive compensation. In consideration of receiving these payments and benefits, each Named Executive Officer has agreed not to compete with the Company for six months following his or her termination in connection with a Change in Control. Each Named Executive Officer has further agreed that, for two years following his or her termination he or she will not knowingly (i) solicit or recruit any of the Company’s employees to compete with the Company, or (ii) divert or unreasonably interfere with the Company’s business relationships with any of its suppliers, customers, partners or joint venturers with whom the individual had any involvement. In addition, each Named Executive Officer is required to execute a general release of all employment-related claims he or she may have against the Company in order to receive the payments and benefits specified under the Amended CIC Agreements. (Such restrictive covenants are in addition to, and not in lieu of, restrictive covenants to which each Named Executive Officer is subject in other agreements with the Company, such as equity grant agreements.) As used in the Amended CIC Agreements, a Change in Control of the Company would occur if: any person (or affiliated group of persons) first becomes the beneficial owner of securities of the Company (not including securities previously owned by such person(s) or any securities acquired directly from the Company) representing 30% or more of the then-outstanding voting securities of the Company; • the individuals who constitute our Board of Directors at the beginning of any 24-month period cease, for any reason other than death, to constitute at least a majority of our Board of Directors; • the Company consummates a merger or consolidation with any other corporation, except where the voting securities of the Company outstanding immediately prior to the merger or consolidation continue to represent at least 50% of the voting securities of the Company (or the surviving entity of the merger or consolidation or its parent), or where no person first becomes the beneficial owner of securities of the Company representing 30% or more of the then-outstanding voting securities of the Company; • the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, or an agreement is consummated for the sale or disposition by the Company of all or substantially all of its assets, excluding a sale or disposition by the Company of all or substantially all of its assets to an entity, at least 50% of the voting securities of which are owned by persons in substantially the same proportion as their ownership of the Company immediately prior to the sale; or • any person consummates a tender offer or exchange for voting stock of the Company and, directly or indirectly, becomes (in one or more transactions) the “beneficial owner” of securities of the Company representing a majority of the voting securities of the Company. As used in the Amended CIC Agreements, a termination of a Named Executive Officer in connection with a Change in Control of the Company would include a termination of the Named Executive Officer’s employment: • by the Company at the time of or within two years after a Change in Control, other than for the individual’s death or incapacity for a period of 12 consecutive months, or for cause; • by the individual within two years after a Change in Control for (i) the Company’s breach of the Amended CIC Agreement or any other material obligation of the Company to the individual, (ii) any significant reduction by the Company of the individual’s authority, duties or responsibilities, (iii) any demotion or removal of the individual from his or her employment grade, compensation level or officer positions, or (iv) a relocation by more than 50 miles of the offices of the Company at which the individual principally works; and • by either the Company or the individual during the one-year period immediately preceding a Change in Control, unless the Company establishes by clear and convincing evidence that the termination was for good faith business reasons not related to the Change in Control.

  37. Compensation of Directors

    Compensation of Directors Attracting and retaining qualified individuals to serve on our Board of Directors is crucial for our long-term success. Our director compensation policies and practices are critical to our ability to accomplish this goal and to reward our independent non-employee directors for their service as members of the Board. Our non-employee director compensation is designed to offer competitive cash and equity compensation to attract and retain qualified directors and to align the interests of our directors with the long-term interests of our shareholders. Our Board of Directors, guided by our Human Capital Committee, periodically establishes the level of compensation for our non-employee directors. Directors who also are current officers or employees of the Company receive no additional compensation for service as directors. To aid their review, the Board and Human Capital Committee generally utilize the services of compensation consultant, Korn Ferry. In December 2022, in consultation with Korn Ferry, the Board and Human Capital Committee decided to maintain the same compensation structure and amounts paid for independent directors for 2023 as for 2022, as described below. In 2023, cash compensation for each of the independent directors for Board and committee service consisted of $74,520 in annual director fees (paid in four quarterly installments of $18,630 each), and each independent director who served in 2023 on a committee of the Board of Directors (other than as the committee chair) received additional cash compensation for such committee service in the following amounts: $7,763 annually for any independent director serving as a member of the NCG Committee, the Investment Committee or the ESR Committee, $10,350 annually for any independent director serving as a member of the Human Capital Committee and $15,525 annually for any independent director serving as a member of the Audit Committee. Further, the chairs of the NCG Committee, the Investment Committee and the ESR Committee received $15,525 in cash for such service, the chair of the Human Capital Committee received $20,700 in cash for such service and the chair of the Audit Committee received $31,050 in cash for such service. In addition, Ms. Gemmill was paid an annual cash retainer of $33,638 for her service as Board Chair. Such cash retainers were paid in equal quarterly installments at the end of each calendar quarter for 2023. The equity component of independent director compensation consisted of a number of shares of our common stock based on a dollar target value of $217,350, which number of shares were determined based on the closing price of our common stock on the day of the Board’s December 8, 2022 meeting. For 2024, in consultation with Korn Ferry, on December 7, 2023 our Human Capital Committee and Board of Directors decided to close the gap between Audit Committee and Human Capital Committee compensation to align with the compensation trend for these committees among public companies, and to round non-employee Board and committee compensation values. Compensation for each of the non-employee members of our Board of Directors will include: A cash award of $75,000, payable in quarterly installments of $18,750 at the end of each calendar quarter of the year; • An award of shares of our common stock having a dollar value target of $220,000 as of the closing price of the date of approval. Using the December 7, 2023 closing price, the target value resulted in a fractional share, so the award was rounded up, resulting in an annual grant of 1,256 shares (for a total value of $220,101), which will be paid out in equal quarterly installments at the end of each calendar quarter in 2024; and • Each of the Company’s non-employee directors who serves as a member of one of the committees of the Board (other than the committee chair) in 2024 will receive annual cash compensation for his or her service as a member of such committee in the following amounts: $16,000 for a member of the Audit Committee, $12,500 for a member of the Human Capital Committee, and $8,000 for each of the members of the NCG Committee, Investment Committee and ESR Committee, and for members of such other committees of the Board as may be added in the future. Each of the Company’s non-employee directors who serves as a chair of one of the committees of the Board will receive an annual cash retainer (cash payment) in connection with his or her service as chair for 2024, in the following amounts: $32,000 for the chair of the Audit Committee, $25,000 for the chair of the Human Capital Committee and $16,000 for each of the chairs of the NCG Committee, Investment Committee and ESR Committee. Additionally, Mr. Rosenblatt as Board Chair, and Ms. Gemmill as Lead Independent Director of the Board, each will receive additional annual cash retainers (cash payment) in connection with their services as the Board Chair and the Lead Independent Director of the Board, respectively, in the amount of $35,000. Such cash retainers are to be paid in equal quarterly installments at the end of each calendar quarter of 2024. The following table provides information on the compensation of members of our Board of Directors (who are not Named Executive Officers) in 2023.

  38. Compensation of Directors

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Nigel Brown, Ph.D. (3) | - | - | - | - | | Cynthia J. Comparin | 97,808 | 220,101 | - | 317,909 | | Richard C. Elias | 105,570 | 220,101 | - | 325,671 | | Elizabeth H. Gemmill | 167,670 | 220,101 | - | 387,771 | | C. Keith Hartley | 131,445 | 220,101 | - | 351,546 | | Celia M. Joseph | 90,045 | 220,101 | - | 310,146 | | Lawrence Lacerte | 123,683 | 220,101 | - | 343,784 | | Joan Lau, Ph.D. (3) | - | - | - | - | | Sidney D. Rosenblatt | 92,813 | 220,101 | 2,909,103(4) | 3,222,017 |

  39. Compensation of Directors

    (1) There were no option awards made to any of our independent directors in 2023. As of December 31, 2023, none of the directors owned any options to purchase shares of our common stock. (2) At a meeting on December 7, 2023, the Board of Directors approved an award of shares having a target value of $220,000 (subject to rounding up for any fractional share) based on the closing price on the date of the meeting, to be issued in quarterly installments as compensation in 2024. The closing price of the Company’s common stock was $175.24 per share on the grant approval date of December 7, 2023, resulting in a grant of 1,256 shares (for a total value of $220,101). These 1,256 shares will be issued in equal quarterly installments at the end of each quarter in 2024 provided such Director continues to serve on the Board as of such date. After the calculation of the number of shares based on the closing price on December 7, 2023, the number of shares is fixed and is not adjusted to reflect price fluctuations at the time of issuance. For information regarding the assumptions made in the valuations of these amounts, see Footnote 16 to the Company’s consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for such year. (3) Dr. Brown and Dr. Lau did not receive compensation for service on our Board of Directors in 2023 as they were elected to the Board effective March 4, 2024. (4) At a meeting on February 21, 2023, the Board of Directors approved an award of shares to Mr. Rosenblatt equal to the number of shares (19,265) Mr. Rosenblatt would have received during the first quarter of 2023 for his performance of duties in 2022, but for his retirement on December 31, 2022, upon the vesting of one-third of each of the time-based restricted share unit grants made in 2020, 2021 and 2022. The award had a grant date fair value of $2,444,151. The Board of Directors also approved on such date an award of shares equal to the number of shares Mr. Rosenblatt would have received upon the vesting of performance units under the Company's Long Term Incentive Plan as part of 2020 compensation, to be determined by the Human Capital Committee at a later date. On March 22, 2023, the Human Capital Committee certified the satisfaction of certain performance conditions under the Company's Long Term Incentive Plan as part of 2020 compensation, resulting in an award of shares to Mr. Rosenblatt equal to the number of shares (3,209) he would have received but for his retirement on December 31, 2022, with a grant date fair value of $464,952.