DEF 14A of Universal Display Corp \pa\, Apr 23, 2026

DEF 14A of Universal Display Corp \pa\

Filed Apr 23, 2026 · FY20250001193125-26-173622

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 eleven, 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, retirement or removal. Each of our eleven 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. In recent years, our Nominating & Corporate Governance ("NCG") Committee has focused in recommending to our Board new candidates that provide unique business and technical know-how, as well as share financial and business skills and experiences with more senior members of the Board in the event of the retirement of some senior members of the Board. Three of our current Board members have joined the Board since March 2024. 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 eleven 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

    | Steven V. Abramson President & Chief Executive Officer Director since: 1996 Age: 74 | Professional Experience Highlights | | | • President & Chief Executive Officer, Universal Display Corporation (Nasdaq: OLED) (2008 – Present) • President & Chief Operating Officer, Universal Display Corporation (Nasdaq: OLED) (1996 – 2007) • Vice President, Secretary & Treasurer, Roy F. Weston, Inc. (formerly Nasdaq: WSTNA) (1992 – 1996), a worldwide environmental consulting and engineering firm • General Counsel, Executive Vice President & General Manager, Technology Licensing Division, InterDigital, Inc. (formerly International Mobile Machines Corporation) (Nasdaq: IDCC) (1982 – 1991), an advanced wireless technologies and products company | | | Skills and Qualifications | | | • Pivotal role in the formation and growth of Universal Display into the pioneer and leader behind energy-efficient phosphorescent OLED materials and technologies • An innovator with an unwavering focus on execution, he has played a central role in the establishment of OLED as a mainstream display technology, with the Company’s technology now used in more than a billion OLED smartphones around the world • Deep and extensive network in the Company’s highly specialized and niche industry, providing valuable opportunities to engage with business leaders in market segments of strategic importance • Track record of cultivating long-term strategic partnerships that have supported the commercialization and global adoption of the Company’s OLED technologies and materials • Extensive experience in international business, equipping him to lead the Company in its expansion from a start-up to a global organization across eight countries | | | Education | | | • J.D., Temple University • M.A., Ohio State University (International Relations and Philosophy of Science) • B.A., Bucknell University (International Relations) |

  4. Nominees For Election as Directors

    | Dr. Nigel Brown Independent Director Director since: 2024 Age: 61 Committees: Technology & Innovation (Chair), Human Capital, Investment | Professional Experience Highlights | | | • Founder and Chief Executive Officer, Princeton Healthcare Advisory, LLC (2015 – Present), a specialty advisory firm supporting growth-focused private equity, venture capital and strategic investors in the healthcare and life sciences sectors • Advisor, Rothschild & Co., Five Arrows Managers LLP (2024 – Present), the alternative assets arm of Rothschild & Co. • General Partner, Trevi Health Capital (2015 – 2018), a healthcare focused specialty investment firm • Corporate Vice President, Head of Corporate Development and Strategy, Covance, Inc. (formerly NYSE: CVD) (2006 – 2015) | | | Skills and Qualifications | | | • Over 25 years of leadership and strategy experience across public companies and as an advisor to growth-focused investors, including as CEO of Princeton Healthcare Advisory • Extensive M&A, strategic partnership and investment experience, having executed 25+ transactions with an aggregate value exceeding $10 billion, including the $6.2 billion sale of Covance to LabCorp (NYSE: LH), demonstrating strong deal execution and value realization capabilities • Deep understanding of structuring and negotiating licensing and commercialization agreements in highly IP-driven industries, aligning closely with the Company's strategy of monetizing its technology portfolio through long-term licensing arrangements • Regulatory and policy experience through advising governments, membership of industry trade association regulatory groups, and oversight of corporate regulatory affairs operations, supporting informed oversight of evolving regulatory landscapes and geopolitical considerations relevant to the Company's global operations • Public company board and committee experience, including service on Inotiv, Inc. (Nasdaq: NOTV), with roles on the Audit, Compensation, and Nominating & Governance Committees, strengthening governance, oversight, and shareholder alignment | | | Other Public Company Boards | | | • Inotiv, Inc. (Nasdaq: NOTV) (2021 – Present), a contract research organization | | | Education | | | • M.A. & D.Phil, University of Oxford • M.B.A., The Open University • Nestlé Post-Doctoral Fellowship, Massachusetts Institute of Technology |

  5. Nominees For Election as Directors

    | Cynthia J. Comparin Independent Director Director since: 2020 Age: 67 Committees: Audit (Chair), Environmental & Social Responsibility, Nominating & Corporate Governance | Professional Experience Highlights | | | • Founder and Chief Executive Officer, Animato Technologies Corp. (1997 – 2016), a private company providing business and technology solutions to enterprise clients • President, Enterprise Network Services Division, ALLTEL Corporation (1996 – 1997), a telecommunications services provider • Vice President and General Manager, Network Transformation Services Division, Nortel Networks Corporation (1995 – 1996), a telecommunications and networking technology company • General Manager, Latin America, Recognition International (1994 – 1995), a global technology company • Various executive management positions, Electronic Data Systems Corporation (EDS) (1984 – 1994), an information technology services company | | | Skills and Qualifications | | | • Over 30 years of leadership and entrepreneurial experience across technology and enterprise services businesses, including as the founder and Chief Executive Officer of Animato Technologies Corp., a company which she led from 1997 until its sale in 2016 • Substantial executive leadership experience across multibillion-dollar global technology corporations, including creating and leading ALLTEL’s Enterprise Network Services Division and holding senior leadership roles at Nortel, Recognition International and EDS, providing her with broad perspective on technology businesses, enterprise operations, telecommunications and licensing-driven business models relevant to the Company • Operational expertise in leading enterprise services organizations, including technology integration and operations services for global customers, focused on customer delivery models • Public company board, audit committee and cybersecurity oversight experience, including service on the audit (Chair), technology and cybersecurity committees of Cullen/Frost Bankers, Inc. (NYSE: CFR), strengthening the Board’s oversight of financial reporting, risk management and internal controls | | | Other Public Company Boards | | | • Cullen/Frost Bankers, Inc. (NYSE: CFR) (2018 – Present), a financial holding company • Black Box Corporation (formerly Nasdaq: BBOX) (2016 – 2019), a digital solutions provider | | | Education | | | • B.B.A., The University of Texas at Austin (Finance) • Completed executive management programs at The Wharton School and Harvard University • Certified Systemic Cyber Risk Governance for Corporate Directors |

  6. Nominees For Election as Directors

    | Richard C. Elias Independent Director Director since: 2014 Age: 72 Committees: Environmental & Social Responsibility (Chair), Audit, Investment | Professional Experience Highlights | | | • President and Chief Executive Officer, Transitions Optical, Inc. (1995 – 2014), a subsidiary and then joint venture of PPG • Senior Vice President - Optical and Specialty Materials, PPG Industries, Inc. (NYSE: PPG) (2008 – 2014), a paints, coatings and specialty products company • Vice President, Optical Products, PPG Industries, Inc. (NYSE: PPG) (2000 – 2008) | | | Skills and Qualifications | | | • More than 20 years of senior management experience for PPG Industries’ Optical and Specialty Materials business, including leadership of a key segment with over $1 billion in annual sales and increased market penetration of Transitions lenses • Experience in specialty materials and manufacturing through senior leadership roles at PPG Industries, Inc. (NYSE: PPG), including insight into optical materials, supply chains, manufacturing processes and end-market dynamics relevant to the Company • Transaction experience, including senior management experience during the strategic sale of Transitions Optical and PPG’s optical sunlens business in an approximately $3.4 billion transaction and service as a director of Black Box Corporation (formerly Nasdaq: BBOX) at the time of its sale to AGC Networks • Public company board and committee experience, including service on Black Box Corporation (formerly Nasdaq: BBOX), with prior roles on the Human Capital and Nominating & Governance Committees | | | Other Public Company Boards | | | • Black Box Corporation (formerly Nasdaq: BBOX) (2014 – 2019), a digital solutions provider | | | Education | | | • M.B.A., Marquette University • B.S., University of South Carolina (Chemistry) |

  7. Nominees For Election as Directors

    | Elizabeth H. Gemmill Lead Independent Director Director since: 1997 Age: 80 Committees: Audit, Human Capital, Nominating & Corporate Governance | Professional Experience Highlights | | | • Chair of the Board, Presbyterian Foundation (2010– 2018) • Managing Trustee and President, Warwick Foundation (1999 – 2012), a private family foundation that provided grants to not-for-profit organizations • Chair of the Board, Philadelphia University (1998 – 2009) • Director, Franklin Institute, 2007-2025 • Director, Senior Vice President, BNY Mellon (1974 – 1986), a global financial services company | | | Skills and Qualifications | | | • Long history on for-profit and not-for-profit boards provides strong insights and critical experience on matters of board oversight • Transaction experience, including service as a director of American Water Works Company, Inc. (NYSE: AWK) at the time of its approximately $8.6 billion sale and service as a director of Philadelphia Consolidated Holdings Corporation (formerly Nasdaq: PHLY) at the time of its approximately $4.7 billion sale • Brings governance expertise, as a Board Leadership Fellow of the National Association of Corporate Directors (NACD), prior service on the audit committee of a public company board and service as Chair of multiple not-for-profit boards, including Philadelphia University and the Presbyterian Foundation • Extensive strategic planning experience • Risk management experience including assessments of internal controls and risk mitigation policies, supply chain vulnerabilities and insurance strategies • Industry specific knowledge with a deep understanding of the operational environment in which the Company operates | | | Other Public Company Boards | | | • Advisory Board Member, WSFS Financial Corporation (Nasdaq: WSFS) (2019 – 2019), a financial services company • Beneficial Bancorp, Inc. (formerly Nasdaq: BNCL) (2014 – 2019), a community-based, diversified financial services company • Philadelphia Consolidated Holdings Corporation (formerly Nasdaq: PHLY) (2000 – 2008), a commercial property/casualty and professional liability insurance company • American Water Works Company, Inc. (NYSE: AWK) (1983 – 2003), a company devoted exclusively to the business of water • Bucks County Financial Bancorp, Inc. (formerly Nasdaq: WFBC) (1998 – 1999), a community bank | | | Education | | | • Bryn Mawr College, A.B. • Boston University School of Law J.D. • University of Pennsylvania, M.L.A. |

  8. Nominees For Election as Directors

    | C. Keith Hartley Independent Director Director since: 2000 Age: 83 Committees: Investment (Chair), Audit, Human Capital | Professional Experience Highlights | | | • President, Hartley Capital Advisors (2000 – Present), a merchant banking firm • Managing Partner, Forum Capital Markets LLC (1995 – 2000), an investment banking company • Independent Financial Consultant (1991 – 1995) • Managing Director, Peers & Co. (1990 – 1991), a merchant banking firm • Managing Partner, Drexel Burnham Lambert, Inc. (1973 – 1989), an investment banking company | | | Skills and Qualifications | | | • Financial and strategic transaction expertise developed through senior leadership roles in the investment banking industry • Capital markets expertise, including leading debt financing for Idera Pharmaceuticals, Inc. (formerly Nasdaq: IDRA) and serving as co-manager on the IPO of Swisher International Group Inc. (formerly NYSE: SWR) • Board-level experience at Comdisco, Inc. (formerly NYSE: CDO), providing insight into leasing and financing structures for technology-driven businesses relevant to the Company’s operations • Past experience on the boards of other public companies provides him with valuable insight into corporate governance practices | | | Other Public Company Boards | | | • Swisher International Group Inc. (formerly NYSE: SWR) (1995 – Present), a cigar company • Idera Pharmaceuticals, Inc. (formerly Nasdaq: IDRA) (2000 – 2014), a clinical stage biotechnology company • U.S. Diagnostics, Inc. (formerly Nasdaq: USDL) (1996 – 2001), an operator of diagnostic imaging centers • Comdisco, Inc. (formerly NYSE: CDO) (1978 – 2005), a lessor of high technology equipment | | | Education | | | • M.B.A., Columbia Business School (Finance & Taxation) • B.A., Dartmouth College (Economics) |

  9. Nominees For Election as Directors

    | Celia Joseph Independent Director Director since: 2020 Age: 72 Committees: Nominating & Corporate Governance (Chair), Human Capital, Environmental & Social Responsibility | Professional Experience Highlights | | | • Director, Employment and Benefits Law, Solenis LLC (2014 – 2018), a global specialty chemicals company • Of Counsel, Fisher & Phillips LLP (2010-2014), an international labor and employment law firm • Founder, Celia M. Joseph & Associates PC (2009 - 2010), a law firm • Assistant General Counsel, global Employment Law Manager and Corporate EEO/Diversity Manager, Rohm and Haas Company (1980 – 2009), a global specialty chemicals company | | | Skills and Qualifications | | | • Nearly 40 years of experience working with multinational companies in the chemicals industries, providing a deep global perspective relevant to the Company's workforce, legal, business, regulatory matters and human capital management across complex international operations, including leading Corporate EEO/Diversity initiatives • Significant transaction expertise as lead employment attorney in numerous mergers, acquisitions and divestitures, including for Rohm and Haas Company’s (formerly NYSE: ROH) purchase of Morton International Inc. for approximately $4.9 billion; and, on transaction and transition teams, providing advice, negotiating contract terms and managing global post-transaction employment, compensation, benefits and other workplace issues • Extensive experience in global legal, business and strategic matters for the chemicals and other industries, through senior legal and human resources roles at Solenis LLC, Rohm and Haas Company and law firms on employment, compensation and benefits; environmental, health and safety; cybersecurity; protecting trade secrets; privacy; food, drug and medical device law; and litigation; with experience supporting workforce allocation and alignment with shifting business priorities • Significant experience advising businesses on employment, compliance and organizational matters regarding multinational employee relations and complex workplace issues; and acting as lead legal member of global commercial, human resources, manufacturing, supply chain, technology, research, and sales teams, providing her with strong insight relevant to the Company's global business • Deep leadership background in multinational corporate governance and interface with corporate boards, including leading global teams; developing and managing global policies, codes of conduct and business ethics, contracts and complaint procedures; creating and conducting global compliance training; conducting and managing investigations; and acting as lead legal member on crisis and risk prevention teams, all relevant to the oversight of the Company's corporate governance processes | | | Education | | | • J.D., Temple University School of Law • M.B.A., Drexel University - LeBow School of Business • B.A., Temple University |

  10. Nominees For Election as Directors

    | Lawrence Lacerte Independent Director Director since: 1999 Age: 73 Committees: Human Capital (Chair), Audit, Nominating & Corporate Governance | Professional Experience Highlights | | | • Founder, Chairman of the Board and Chief Executive Officer, Exponent Technologies, Inc. (1998 – 2023), a company specializing in technology and Internet-related ventures • Founder, Chairman and Chief Executive Officer, Lacerte Software Corp. (1978 – 1998), a professional tax preparation software development company which was sold to Intuit Inc. (Nasdaq: INTU) | | | Skills and Qualifications | | | • Significant executive leadership and entrepreneurial experience as the founder, Chairman and Chief Executive Officer of two technology companies, including Lacerte Software Corp. and Exponent Technologies • Experience scaling and growing companies, including through his leadership of Lacerte Software Corp., which grew to 350 employees, generated $100 million in sales and captured 35% of the professional tax-preparation market • Significant transaction experience, including the $400 million sale of Lacerte Software Corp. to Intuit Corporation in June 1998 • Experience identifying and pursuing market opportunities in software and technology, providing insight relevant to the Company’s strategy, innovation priorities and long-term growth |

  11. Nominees For Election as Directors

    | Dr. Joan Lau Independent Director Director since: 2024 Age: 56 Committees: Environmental & Social Responsibility; Nominating & Corporate Governance, Technology & Innovation | Professional Experience Highlights | | | • Co-founder, President, and Chief Executive Officer, Spirovant Sciences, Inc. (2016 – Present), a gene therapy company developing treatments for inherited respiratory diseases, including cystic fibrosis • Co-Founder and Managing Partner, Militia Hill Ventures (2013 – Present), which creates and develops life sciences companies • Former President and Chief Executive Officer of two venture-backed biotechnology companies, Azelon Pharmaceuticals (2011-2012), a venture-backed clinical-stage company, and Locus Pharmaceuticals (2009-2011), a computational chemistry discovery company • Chief Operating Officer, Immunome (Nasdaq: IMNM), a clinical-stage targeted oncology company (2013-2015) • Leadership roles in R&D drug development and business development, Merck Research Laboratories, the research arm of Merck & Co., Inc. (NYSE: MRK) | | | Skills and Qualifications | | | • Over 20 years of executive leadership experience across biopharmaceutical, biotechnology and R&D-focused companies, including as Chief Executive Officer of Spirovant Sciences, Inc. and as Co-Founder and Managing Partner of Militia Hill Ventures • Investment, M&A and strategic partnership experience, including as co-founder of Militia Hill Ventures and through her leadership of Spirovant Sciences in connection with Roivant Sciences’ strategic alliance with Sumitomo Dainippon Pharma, a $3.0 billion transaction that included Roivant’s ownership interests in Spirovant • Deep research and development background that enhances the capabilities of the Board as Universal Display Corporation explores and executes opportunities in the global OLED industry and beyond • Substantial insight into strategic planning and product development through leadership roles across innovative life sciences companies • Public company board experience, including service on the boards of Brandywine Realty Trust (NYSE: BDN) and Rockwell Medical (Nasdaq: RMTI), including Governance, Audit and Compensation committee roles | | | Other Public Company Boards | | | • Brandywine Realty Trust (NYSE: BDN) (2023 – Present), an integrated real estate company • Rockwell Medical, Inc. (Nasdaq: RMTI) (2023 – Present), a healthcare company focused on hemodialysis • Renovacor, Inc. (formerly NYSE: RCOR) (2021 – 2022), a biotechnology company focused on cardiac gene therapy | | | Education | | | • Ph.D., University of Cincinnati • M.B.A., University of Pennsylvania – Wharton School of Business • B.S.E., University of Pennsylvania – School of Engineering |

  12. Nominees For Election as Directors

    | Sidney D. Rosenblatt Chairman Director since: 1996 Age: 78 Committees: Environmental & Social Responsibility, Investment | Professional Experience Highlights | | | • Executive Vice President, Chief Financial Officer, Treasurer and Secretary, Universal Display Corporation (Nasdaq: OLED) (1995 – 2022) • Senior Vice President, Chief Financial Officer and Treasurer, InterDigital, Inc. (formerly International Mobile Machines Corporation) (Nasdaq: IDCC) (1982 – 1990), an advanced wireless technologies and products company | | | Skills and Qualifications | | | • Instrumental in the establishment and advancement of Universal Display, positioning the Company as a leader in energy-efficient phosphorescent OLED materials and technologies • Proven track record of transformation leading Universal Display’s evolution from an early-stage R&D startup with one patent pending into the global leader in the OLED ecosystem, with its proprietary technologies and materials embedded in commercial OLED products worldwide • Extensive experience in the development and protection of proprietary OLED technologies and materials, contributing to the development of an IP portfolio of more than 7,000 patents worldwide, central to the Company’s licensing-based business model • Significant transaction experience, including playing a key role in Universal Display’s IPO in 1996 and leading contract negotiations of its first large-scale commercial agreements • Over 20 years of financial leadership and oversight experience from public company CFO roles at innovative technology businesses • Deep IP and licensing experience as CFO and Treasurer of InterDigital, Inc. | | | Education | | | • LL.M., Temple University • J.D., Temple University • B.B.A., Temple University |

  13. Nominees For Election as Directors

    | April Walker Independent Director Director since: 2025 Age: 59 Committees Investment, Technology & Innovation | Professional Experience Highlights | | | • Senior Vice President of Customer Success, Regulated, Industrial, Consumer, and Energy Industries, Salesforce, Inc. (NYSE: CRM) (2022 - 2024), a customer relationship management and cloud computing company • GM Microsoft Technology & Innovation Hubs, Microsoft Corporation (Nasdaq: MSFT) (2018 - 2022), a global technology company focused on cloud computing, software, artificial intelligence, and enterprise platforms • Vice President Distributed Engineering, MetLife, Inc. (NYSE: MET) (2015 - 2017), a global insurance and financial services company providing life insurance, employee benefits, and asset management services • Executive Director Infrastructure, Application, Cybersecurity Ops & BPO Governance, Washington Gas (2013 - 2015), regulated natural gas utility providing energy distribution and infrastructure services to residential, commercial, and government customers • Head of IT & Digital Media, NBCUniversal, (2009 - 2013), a global media and entertainment company engaged in television, film, streaming, and news operations | | | Skills and Qualifications | | | • More than 35 years of senior leadership experience across global technology and enterprise companies, including Microsoft, MetLife, NBCUniversal, Salesforce, and Washington Gas, providing perspective on enterprise technology strategy and transformation relevant to the Company • Drove enterprise adoption of AI and data platforms at Salesforce, including Einstein AI, Data Cloud, and Tableau, establishing operating frameworks that improved adoption, retention, and enterprise value realization that integrated governance, regulatory requirements, and outcome-based engagement across regulated, industrial, consumer, and energy sectors • Led Microsoft’s U.S. Technology and Innovation Hubs organization, built and delivered enterprise data modeling, natural language processing, computer vision, and cloud engagements, and establishing a repeatable Business Envisioning model to align business priorities with technical architecture and accelerate adoption of platforms including Azure Machine Learning, Azure Synapse Analytics, and Azure Cognitive Services • Directed global infrastructure modernization at MetLife, including data center consolidation, platform redesign, middleware, and migration to Microsoft Azure, improving scalability, resilience, and enabling enterprise data and analytics capabilities • Oversaw cybersecurity, infrastructure, and third-party risk governance at Washington Gas, including global service providers across the United States, India, and the Philippines and governance of critical systems, including SCADA | | | Other Public Company Boards | | | • Sangoma Technologies Corporation (Nasdaq: SANG; TSX: STC) (2024 – Present), a provider of cloud-based Communications-as-a-Service solutions (Compensation, Nominating & Governance Committee) | | | Education | | | • M.B.A., Massachusetts Institute of Technology • Executive certifications in Artificial Intelligence, Data Science, and Machine Learning, MIT Schwarzman College of Computing • M.S., George Washington University (Engineering Management) • Graduate of the Nasdaq / NYU Law School Cyber Scholar Program |

  14. 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.

  15. 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 2025, the Company financial performance factors under our Annual Incentive Plan were 80% and the team/individual performance factor was 20%. Consistent with 2024, the financial performance factors 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. Targets for 2025 were set above 2024 results. In setting the 2025 financial performance goals, our Human Capital Committee considered the ongoing macroeconomic uncertainty, including potential obstacles to securing supply of critical raw material inventory in a challenging tariff and export environment and to managing increasing production and operational cost, as well as geopolitical tensions across our key operating regions. As a result, our Human Capital Committee adopted a wider range of performance outcomes for the annual incentive plan to ensure targets remain challenging yet achievable, and incentivizing long-term profitability over short-term results in a volatile landscape. | No Employment Contracts: We do not have any individual employment contracts with any of our Named Executive Officers. | | Emphasis on Long-Term Value: In 2025, individual KPIs were set to account for geopolitical and labor market instability and shifting tariff landscapes with a philosophy to continue to reward actions that build long-term value and business opportunity, even when macroeconomic factors may create short-term revenue and earnings volatility. | No Modifications of Prior Award Criteria: We do not modify the performance measurement criteria for financial award targets once they are set at the beginning of a fiscal year, preferring to provide targets that reflect realistic industry, macroeconomic and geopolitical factors that are inherent in a business that generates a substantial amount of its revenues outside of North America. | | Clawback Policy: In 2023, our Human Capital Committee adopted a policy, applicable to performance compensation such as the bonuses under our Annual Incentive Plan and the performance stock 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. | 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. |

  16. Compensation Discussion and Analysis

    | What We Do: | What We Do Not Do: | | Existing Clawback Provisions in Equity Compensation Agreements Continue to Apply. Our Named Executive Officers are subject to equity compensation agreements which include clawback provisions. Our clawback policy is supplemental to these provisions. | | | Human Capital Committee Independence and Experience: Our Human Capital Committee is composed solely of independent directors who have extensive experience. | No Re-Pricing of Equity Awards: Our Equity Compensation Plan prohibits repricing of equity awards without shareholder approval. | | Independent Compensation Advisor: Our Human Capital Committee engages its own independent advisor. | Limited Perquisites: Most of the perquisites provided to our Named Executive Officers are the same as those provided to all of our employees. | | Stock Ownership Guidelines: Our Board of Directors has adopted the following stock ownership guidelines for our Named Executive Officers: Under the guidelines, each Named Executive Officer of the Company is expected to own a number of shares of the Company’s common stock with a market value equal to the amount applicable to their position for as long as he or she remains an executive. Applicable amounts are 6x base salary for our Chief Executive Officer (CEO) or President, 4x base salary for our Chief Financial Officer (CFO) and Executive Vice Presidents, 3x base salary for our Senior Vice Presidents and 2x base salary for our other executives. All of our Named Executive Officers are in compliance with the stock ownership guidelines. Our Board of Directors are also subject to stock ownership guidelines that require our directors to own shares of our common stock equal in value to 10x their annual cash compensation for Board service, excluding additional compensation for committee service. Each of the directors is required to comply with such guidelines within five years of joining the Board. | No Stock Options Granted with an Exercise Price Less than Fair Market Value. All stock options have been granted with an exercise price at the closing price on the date of the grant. | | Require Double-Trigger for Change in Control Agreements: Our change in control agreements contain a “double trigger” requirement, so that benefits are paid following a change in control only if the employee also experiences a qualifying termination of employment. | | | Shareholder Outreach and Say on Pay: In early 2026, for the tenth year in a row, we conducted an outreach program in which we contacted shareholders representing a majority of our outstanding shares of our common stock to invite them to meetings focused on our executive compensation program. Our Lead Independent Director attended the meetings with those shareholders who accepted meetings and solicited their views with respect to further changes to the Company’s executive compensation program. Our Human Capital Committee received valuable feedback from these engagements and will continue to take these views into consideration as it evaluates the Company’s executive compensation structure in the future. We hold our “say on pay” advisory vote annually. | |

  17. 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 2025, 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 2025, 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 2025 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 $668 million, which represented an increase of $18 million over the 2024 revenue target. A revenue threshold level of $618 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 $718 million. The target amount for the adjusted operating income component of the Company financial performance factors was set at adjusted operating income achievement of $280 million, which while slightly under 2024 adjusted operating income of $283 million based on considerations such as anticipated shifts in customer product mix, new development projects, and macroeconomic factors, still represented a $10 million increase over the 2024 adjusted operating income target. An adjusted operating income threshold level of $260 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 $300 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 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; and • Develop our People: Retain, recruit, hire and develop talent that meets and anticipates the changing needs of our business, while fostering an inclusive workplace. As provided for in more detail below, for 2025 the Named Executive Officers exceeded both their target financial performance objectives and KPI goals and received approximately 121% of their target payouts per the performance scorecard. The Named Executive Officers’ initial 2025 targets under the Annual Incentive Plan are set forth below:

  18. Compensation Discussion and Analysis

    | Name | Base Salary ($) | Annual Incentive Target (% of Base) | Annual Incentive Target ($) | | Steven V. Abramson President, Chief Executive Officer and Director | 974,662 | 125 | 1,218,328 | | Julia J. Brown, Ph.D. Executive Vice President and Chief Technical Officer | 753,048 | 125 | 941,310 | | Mauro Premutico Senior Vice President, Planning, Chief Legal Officer and Secretary | 637,489 | 125 | 796,861 | | Janice K. Mahon Senior Vice President, Technology Commercialization and General Manager, Commercial Sales Business | 518,926 | 125 | 648,658 | | Brian Millard Vice President, Chief Financial Officer and Treasurer | 482,664 | 100 | 482,664 |

  19. Compensation Discussion and Analysis

    In 2025, the Company exceeded the revenue threshold target and the adjusted operating income target which make up the financial performance metrics noted above, achieving $651 million in revenue and $284 million in adjusted operating income, 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 121% of their respective target bonus award under the Annual Incentive Plan. The awards for 2025 performance under the Annual Incentive Plan approved by our Human Capital Committee on February 17, 2026 and paid to such executives in March 2026 were: Mr. Abramson – $1,474,176; Dr. Julia Brown – $1,138,985; Mr. Premutico – $964,202; Ms. Mahon – $784,876; and Mr. Millard – $584,023. These cash payments were subject to customary tax withholding consistent with applicable requirements. Long-term incentive equity compensation awards 2025 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 2025, 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 2025, our Human Capital Committee and full Board of Directors approved 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 February 18, 2025 to the Named Executive Officers was in the following amounts: Mr. Abramson – 13,778; Dr. Julia Brown – 9,671; Mr. Premutico – 7,440; Ms. Mahon – 5,994; and Mr. Millard – 4,593. Each of the foregoing awards vested or will vest one-third each year on February 18, 2026, 2027 and 2028, subject to the continued employment of each Named Executive Officer on the applicable vesting date. The performance-based PSU portion of the award granted on February 18, 2025 to the Named Executive Officers was as follows: Mr. Abramson – 27,597; Dr. Julia Brown – 19,370; Mr. Premutico – 14,902; Ms. Mahon – 12,005; and Mr. Millard – 9,199. These PSU awards represent target awards and will vest based on the achievement of pre-established relative performance goals from January 2025 through December 2027. Half of the PSUs awarded in February 2025 will vest based on the achievement of a cumulative adjusted EBITDA performance target for the three-year period from January 1, 2025 to December 31, 2027, 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, 2025 to December 31, 2027, and the other quarter vesting based on the achievement of cumulative total gross margin performance targets for the three-year period from January 1, 2025 to December 31, 2027. 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. We believe a three-year performance cycle is the industry standard for performance-based equity incentives. This timeframe is generally recognized as an appropriate balance between challenging performance targets and rewarding sustainable value creation, providing improved alignment with investor expectations compared to longer cycles, which are less common. Equity Award Grant Timing Practices We have no practice or policy of coordinating or timing the release of the Company information around the grant date of our annual long-term incentive equity compensation, and we have not timed the disclosure of material non-public information for the purposes of affecting the value of executive compensation. Our long-term incentive equity awards are typically granted annually in mid-February. On occasion, we grant equity awards outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. These “off cycle” awards are granted only on a limited basis. While stock options and stock appreciation rights ("SARs") are permitted forms of awards under the Company's Equity Compensation Plan, we generally do not (and did not, during 2025) grant stock options or SARs. 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. Julia 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.

  20. Compensation Discussion and Analysis

    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 – 74, Dr. Julia Brown – 65, Mr. Premutico – 60 and Ms. Mahon – 68. In the event of a change in control of the Company, each participant in the SERP will become immediately vested in his or her benefit under the SERP. Unless the participant’s benefit has already fully vested, if the participant has less than 20 years of service at the time of the change in control, he or she will receive a prorated benefit based on his or her number of years of service (up to 20), divided by 20. If the change in control qualifies as a “change in control event” for purposes of Section 409A of the IRC, then each participant (including former employees who are entitled to SERP benefits) will receive a lump sum cash payment equal to the present value of the benefit immediately upon the change in control. As an individual with special expertise and institutional knowledge that the Company considers to be highly valuable to the Company’s continued success, Mr. Abramson is designated as a special participant under the SERP. Having reached the age of 65 and with 20 years of continuous service, upon resignation or termination without cause or on account of disability, he will be eligible to receive a SERP benefit. The SERP benefit for Mr. Abramson, as a special participant, is additionally based on the actuarial remaining life expectancy of his surviving spouse, if any, along with his own life. The accumulated benefit under the SERP for Mr. Abramson may change subject to a change in his marital status. Except as described above, Mr. Abramson is subject to the same treatment as other participants in the SERP. UDC, Inc. Nonqualified Deferred Compensation Plan In 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. 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 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. 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 $10,500 for all our Named Executive Officers in 2025. We also made life and disability insurance premium payments on behalf of our Named Executive Officers in 2025. 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, may 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 2025, as in prior years, we provided an automobile allowance of $500 per month to each of Mr. Abramson, Dr. Julia 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 2025 was $157,901 for our median employee and $8,909,989 for our Chief Executive Officer. The resulting ratio of our Chief Executive Officer’s pay to the pay of our median employee for 2025 is 56 to 1.

  21. Compensation Discussion and Analysis

    | Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1, 2, 3 ($) | 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) | Revenue ($ Millions)⁵ | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 8,909,989 | 2,794,408 | 4,745,400 | 1,720,366 | 53.16 | 370.16 | 242 | 651 | | 2024 | 9,087,741 | 4,298,875 | 4,842,094 | 2,520,284 | 65.70 | 191.24 | 222 | 648 | | 2023 | 9,255,652 | 16,062,629 | 4,720,641 | 8,034,658 | 85.18 | 130.39 | 203 | 576 | | 2022 | 9,779,152 | 2,541,697 | 5,664,249 | 803,453 | 47.69 | 108.52 | 210 | 617 | | 2021 | 10,531,257 | 2,330,331 | 7,210,927 | 2,027,175 | 72.11 | 122.99 | 184 | 554 |

  22. 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 ($) | | 2025 | 4,163,499 | (3,842,780) | 0 | 28,137 | 0 | 0 | 348,856 | | 2024 | 4,487,487 | (2,500,463) | 0 | (355,292) | 0 | 0 | 1,631,732 | | 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) |

  23. 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 ($) | | 2025 | 2,092,426 | (1,885,378) | 0 | 16,720 | 0 | 0 | 223,768 | | 2024 | 2,255,337 | (1,189,639) | 0 | (160,570) | 0 | 0 | 905,128 | | 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) |

  24. 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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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. 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 2025. 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 cumulative TSR over the five most recently completed fiscal years for the Company and the Peer Group 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 five 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 five 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 2025 to Company performance. The measures in this table are not ranked.

  25. 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. Julia Brown, Ms. Mahon and Mr. Premutico 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.

  26. 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 2025, 2024 and 2023. This group is referred to in this proxy statement as the “Named Executive Officers.”

  27. 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 | 2025 | 954,333 | - | 6,464,437(3) | 1,474,176 | - | 17,044(4) | 8,909,989 | | President, Chief Executive | 2024 | 917,766 | - | 6,420,598 | 1,709,173 | - | 40,204 | 9,087,741 | | Officer and Director | 2023 | 878,024 | - | 6,781,096 | 1,543,185 | - | 53,347 | 9,255,652 | | Julia J. Brown, Ph.D. | 2025 | 738,010 | - | 4,537,411(3) | 1,138,985 | - | 18,085(5) | 6,432,491 | | Executive Vice President | 2024 | 709,625 | - | 4,506,534 | 1,320,550 | - | 19,712 | 6,556,421 | | and Chief Technical Officer | 2023 | 679,276 | - | 4,759,752 | 1,192,303 | - | 20,411 | 6,651,742 | | Mauro Premutico | 2025 | 629,284 | - | 3,490,760(3) | 964,202 | - | 14,740(6) | 5,098,986 | | SVP, Planning, Chief Legal | 2024 | 605,172 | - | 3,467,088 | 1,117,904 | - | 21,001 | 5,211,165 | | Officer and Secretary | 2023 | 580,219 | - | 3,661,924 | 1,009,337 | - | 21,153 | 5,272,633 | | Janice K. Mahon | | | | | | | | | | SVP, Technology | 2025 | 517,928 | - | 2,812,152(3) | 784,876 | - | 16,166(7) | 4,131,122 | | Commercialization and GM, | 2024 | 498,155 | - | 2,793,542 | 909,991 | - | 23,332 | 4,225,020 | | Commercial Sales Business | 2023 | 478,897 | - | 2,949,946 | 821,616 | - | 23,469 | 4,273,928 | | Brian Millard | 2025 | 469,098 | - | 2,154,883(3) | 584,023 | - | 110,999(8) | 3,319,003 | | Vice President, Chief Financial | 2024 | 451,124 | - | 2,140,586 | 677,122 | - | 106,937 | 3,375,769 | | Officer and Treasurer | 2023 | 430,966 | - | 1,695,773 | 489,090 | - | 68,430 | 2,684,259 |

  28. 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, 2025 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 2025 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. Assuming performance at the maximum level, the grant date fair value of the PSUs granted during 2025 was $12,006,351 for Mr. Abramson, $8,427,112 for Dr. Julia Brown, $6,483,264 for Mr. Premutico, $5,222,895 for Ms. Mahon and $4,002,117 for Mr. Millard. (2) Non-equity incentive plan compensation (bonus awards under the Annual Incentive Plan) earned for 2025, 2024 and 2023 performance was paid in March 2026, March 2025 and March 2024, respectively. For greater detail see the section of this proxy statement entitled “Compensation Discussion and Analysis” under the heading “Short-term Incentive Compensation.” (3) This amount is based on the aggregate grant date fair value of the restricted stock units and performance stock units granted to this Named Executive Officer on February 18, 2025. 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.” (4) This amount is based on (a) auto expense reimbursements and allowance of $3,238, (b) life and disability insurance premium payments of $3,306, and (c) nonelective employer 401(k) plan contributions of $10,500. (5) This amount is based on (a) auto expense reimbursements and allowance of $4,868, (b) life and disability insurance premium payments of $2,717, and (c) nonelective employer 401(k) plan contributions of $10,500. (6) This amount is based on (a) auto expense reimbursements and allowance of $1,522, (b) life and disability insurance premium payments of $2,717, and (c) nonelective employer 401(k) plan contributions of $10,500. (7) This amount is based on (a) auto expense reimbursements and allowance of $3,522, (b) life and disability insurance premium payments of $2,144, and (c) nonelective employer 401(k) plan contributions of $10,500. This amount is based on (a) auto expense reimbursements and allowance of $4,561, (b) life and disability insurance premium payments of $3,118, (c) nonelective employer 401(k) plan contributions of $10,500 and (d) DCP contributions of $92,820.

  29. 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 2025. 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, SARs or other similar instruments were awarded to the Named Executive Officers during 2025.

  30. 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 | — | 609,164 | 1,218,328 | 2,436,655 | — | — | — | — | — | — | — | | RSUs | 2/18/2025 | — | — | — | — | — | — | 13,778 | — | — | 1,998,086 | | PSUs | 2/18/2025 | — | — | — | 13,799 | 27,597 | 82,791 | — | — | — | 4,466,351 | | Julia J. Brown, Ph.D. | | | | | | | | | | | | | Annual Incentive Plan | — | 470,655 | 941,310 | 1,882,620 | — | — | — | — | — | — | — | | RSUs | 2/18/2025 | — | — | — | — | — | — | 9,671 | — | — | 1,402,488 | | PSUs | 2/18/2025 | — | — | — | 9,685 | 19,370 | 58,110 | — | — | — | 3,134,923 | | Mauro Premutico | | | | | | | | | | | | | Annual Incentive Plan | — | 398,431 | 796,861 | 1,593,723 | — | — | — | — | — | — | — | | RSUs | 2/18/2025 | — | — | — | — | — | — | 7,440 | — | — | 1,078,949 | | PSUs | 2/18/2025 | — | — | — | 7,451 | 14,902 | 44,706 | — | — | — | 2,411,811 | | Janice K. Mahon | | | | | | | | | | | | | Annual Incentive Plan | — | 324,329 | 648,658 | 1,297,315 | — | — | — | — | — | — | — | | RSUs | 2/18/2025 | — | — | — | — | — | — | 5,994 | — | — | 869,250 | | PSUs | 2/18/2025 | — | — | — | 6,003 | 12,005 | 36,015 | — | — | — | 1,942,902 | | Brian Millard | | | | | | | | | | | | | Annual Incentive Plan | — | 241,332 | 482,664 | 965,328 | — | — | — | — | — | — | — | | RSUs | 2/18/2025 | — | — | — | — | — | — | 4,593 | — | — | 666,077 | | PSUs | 2/18/2025 | — | — | — | 4,600 | 9,199 | 27,597 | — | — | — | 1,488,806 |

  31. 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 2025. The actual amounts earned for 2025 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 121% of the target amount under the Annual Incentive Plan for 2025 performance, which was paid in March 2026. 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, 2025 to December 31, 2027, 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, 2025 to December 31, 2027, and the other quarter vesting based on the achievement of cumulative total gross margin performance targets for the three-year period from January 1, 2025 to December 31, 2027. 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.” Consists of an award of time-based RSUs, which vested or will vest ratably one-third each year over three years on February 18, 2026, 2027 and 2028.

  32. 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, 2025. None of the Named Executive Officers holds any outstanding stock options.

  33. 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 | 3/7/2023 | 4,808 | 561,478 | 28,851 | 3,369,220 | | | 3/4/2024 | 7,706 | 899,907 | 23,119 | 2,699,837 | | | 2/18/2025 | 13,778 | 1,608,995 | 27,597 | 3,222,778 | | Julia J. Brown, Ph.D. | 3/7/2023 | 3,375 | 394,133 | 20,251 | 2,364,912 | | | 3/4/2024 | 5,408 | 631,546 | 16,227 | 1,894,989 | | | 2/18/2025 | 9,671 | 1,129,379 | 19,370 | 2,262,029 | | Mauro Premutico | 3/7/2023 | 2,596 | 303,161 | 15,580 | 1,819,432 | | | 3/4/2024 | 4,161 | 485,922 | 12,484 | 1,457,882 | | | 2/18/2025 | 7,440 | 868,843 | 14,902 | 1,740,256 | | Janice K. Mahon | 3/7/2023 | 2,091 | 244,187 | 12,551 | 1,465,706 | | | 3/4/2024 | 3,352 | 391,447 | 10,059 | 1,174,690 | | | 2/18/2025 | 5,994 | 699,979 | 12,005 | 1,401,944 | | Brian Millard | 3/7/2023 | 1,202 | 140,370 | 7,215 | 842,568 | | | 3/4/2024 | 2,566 | 299,657 | 7,711 | 900,491 | | | 2/18/2025 | 4,593 | 536,371 | 9,199 | 1,074,259 |

  34. Outstanding Equity Awards at Fiscal Year-End Table

    (1) RSUs for the Named Executive Officers vest over three years with one-third vesting on the first three anniversaries of the date of grant. (2) Based on the closing price of the Company’s common stock on the Nasdaq Global Select Market ($116.78) as of December 31, 2025. (3) 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. PSUs granted March 4, 2024 are eligible to vest based on the achievement of pre-established relative performance goals over a three-year performance period from January 2024 through December 2025. PSUs granted February 18, 2025 are eligible to vest based on the achievement of pre-established relative performance goals over a three-year performance period from January 2025 through December 2027.

  35. 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 2025. None of the Named Executive Officers exercised any stock options, SARs or other similar instruments during 2025.

  36. Stock Vested Table

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Steven V. Abramson | 39,041 | 5,850,815 | | Julia J. Brown, Ph.D. | 27,405 | 4,107,011 | | Mauro Premutico | 21,087 | 3,160,170 | | Janice K. Mahon | 16,987 | 2,545,732 | | Brian Millard | 2,486 | 385,185 |

  37. Stock Vested Table

    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. In 2026 PSUs granted under the long-term incentive equity award made in 2023 vested for each of the Named Executive Officers listed above. The 2023 PSU grants vested as follows: Mr. Abramson – 32,133; Dr. Julia Brown – 22,555; Mr. Premutico – 17,352; Ms. Mahon – 13,979; and Mr. Millard - 8,035. The PSU grants that vested represented a total of 111.4% of the target awards. PSUs vested based on the achievement of pre-established relative performance goals during the three-year performance period from January 2023 through December 2025. The PSUs were subject to a sliding scale multiplier ranging from 0x to 3x based upon the percentile achievement with respect to three weighted relative targets: adjusted EBITDA for the 2025 fiscal year, cash from operations (“CO”) for the 2025 fiscal year and TSR relative to companies in the Nasdaq Electronics Components Index for the three-year performance period from January 2023 through December 2025. The weight of the 2023 PSU grants was allocated as follows: 50% were awarded based on adjusted EBITDA performance, 25% were awarded based on Gross Margin performance and 25% were awarded based on TSR performance. The portion of the PSU target award relating to adjusted EBITDA exceeded the target and resulted in the achievement of 137% of award target for that portion of the PSU grants. The portion of the PSU target award relating to Gross Margin exceeded the target and resulted in the achievement of 88% of award target for that portion of the PSU grants. The TSR portion of the PSU target award fell within the 47th percentile and resulted in the achievement of 83% of award target for that portion of the PSU grants.

  38. 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.

  39. 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 | 29 | 16,220,855 | - | | Julia J. Brown, Ph.D. | SERP | 27 | 11,443,435 | - | | Mauro Premutico | SERP | 14 | 4,703,728 | - | | Janice K. Mahon | SERP | 29 | 7,146,355 | - |

  40. Pension Benefits Table

    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, 2025 included in the Company’s Annual Report on Form 10-K for such year.

  41. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The following table provides information regarding the UDC, Inc. Nonqualified Deferred Compensation Plan, or DCP. For further detail, see “Compensation Discussion and Analysis—Supplemental retirement benefits.” Although eligible, Mr. Abramson, Dr. Julia Brown and Mr. Premutico are not participants in the DCP.

  42. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) (1) | Aggregate Earnings (Loss) in Last Fiscal Year ($) (2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) (3) | | Janice K. Mahon | 181,998 | - | 33,521 | - | 246,699 | | Brian Millard | - | 92,820 | 30,225 | - | - |

  43. Nonqualified Deferred Compensation Table

    (1) The amounts listed for each NEO are reported in the 2025 Summary Compensation Table under All Other Compensation. The amounts listed above include the following unvested Company DCP contributions made in 2025: Mr. Millard, $92,820. (2) The amounts listed include earnings on unvested Company DCP contributions, which would be subject to forfeiture if the vesting conditions are not met. The amount of earnings on unvested Company DCP contributions is as follows: Mr. Millard, $30,225. (3) The amounts listed do not include unvested Company DCP contributions. The unvested amounts are subject to forfeiture if vesting conditions are not met and are as follows: Mr. Millard, $224,219.

  44. 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. Julia 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. Julia 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, 2025.

  45. 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) ($) | Payment for Outplacement Assistance Services ($) | NQDC Payout | SERP Payout ($) | Value of Tax Reimbursement Payments on Account of Excise or Other Taxes ($) | Total Payments and Benefits ($) | | Steven V. Abramson | 1,961,324 | 3,715,676 | 224,130 | 6,561 | 21,000 | 42,459 | 12,362,214 | 10,000 | - | 16,220,855 | 17,850,433 | 52,414,652 | | Julia J. Brown, Ph.D. | 1,518,096 | 2,870,824 | 165,815 | 5,309 | 21,000 | 42,459 | 8,676,988 | 10,000 | - | 11,443,435 | 12,453,682 | 37,207,608 | | Janice K. Mahon | 1,049,852 | 1,978,286 | 69,574 | 4,206 | 21,000 | 42,459 | 5,377,953 | 10,000 | - | 7,146,355 | 8,374,796 | 24,074,481 | | Mauro Premutico | 1,286,978 | 2,430,280 | 147,113 | 5,309 | 21,000 | 42,955 | 6,675,495 | 10,000 | - | 4,703,728 | 7,136,938 | 22,459,796 | | Brian Millard | 977,328 | 1,354,244 | 38,353 | 5,942 | 21,000 | 42,459 | 3,793,715 | 10,000 | 224,219 | - | - | 6,467,260 |

  46. 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, 2025, 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, 2025 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, 2025, 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 February 2026 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.

  47. 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 2024, 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 2025 as for 2024, as described below. In 2025, cash compensation for each of the independent directors for Board and committee service consisted of $75,000 in annual director fees (paid in four quarterly installments of $18,750 each), and each independent director who served in 2025 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: $8,250 annually for any independent director serving as a member of the NCG Committee, the Investment Committee or the ESR Committee, $13,000 annually for any independent director serving as a member of the Human Capital Committee and $16,750 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 $16,750 in cash for such service, the chair of the Human Capital Committee received $26,000 in cash for such service and the chair of the Audit Committee received $33,250 in cash for such service. In addition, Mr. Rosenblatt and Ms. Gemmill each received annual cash retainers of $36,500 in connection with their service as the Board Chair and the Lead Independent Director of the Board, respectively. Such cash retainers were paid in equal quarterly installments at the end of each calendar quarter for 2025. The equity component of independent director compensation consisted of a number of shares of our common stock based on a dollar target value of $220,000, which number of shares were determined based on the closing price of our common stock on the day of the Board’s December 12, 2024 meeting. For 2026, in consultation with Korn Ferry, on December 11, 2025 our Human Capital Committee and Board of Directors approved a year-over-year increase of approximately 4% in the cash amounts payable to independent directors for their committee service. Compensation for each of the non-employee members of our Board of Directors will include: A cash award of $78,000, payable in quarterly installments of $19,500 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 11, 2025 closing price, the target value resulted in a fractional share, so the award was rounded up, resulting in an annual grant of 1,821 shares (for a total value of $220,068), which will be issued in equal quarterly installments at the end of each calendar quarter in 2026; 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 2026 will receive annual cash compensation for his or her service as a member of such committee in the following amounts: $17,420 for a member of the Audit Committee, $13,520 for a member of the Human Capital Committee, and $8,580 for each of the members of the NCG Committee, Investment Committee, ESR Committee and Technology & Innovation 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 2026, in the following amounts: $34,580 for the chair of the Audit Committee, $27,040 for the chair of the Human Capital Committee and $17,420 for each of the chairs of the NCG Committee, Investment Committee, ESR Committee and Technology & Innovation 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 service as the Board Chair and the Lead Independent Director of the Board, respectively, in the amount of $37,960. Such cash retainers are to be paid in equal quarterly installments at the end of each calendar quarter of 2026. The following table provides information on the compensation of members of our Board of Directors (who are not Named Executive Officers) in 2025.

  48. Compensation of Directors

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Nigel Brown, Ph.D. | 96,250 | 220,068 | - | 316,318 | | Cynthia J. Comparin | 124,750 | 220,068 | - | 344,818 | | Richard C. Elias | 116,750 | 220,068 | - | 336,818 | | Elizabeth H. Gemmill | 149,500 | 220,068 | - | 369,568 | | C. Keith Hartley | 121,500 | 220,068 | - | 341,568 | | Celia M. Joseph | 113,000 | 220,068 | - | 333,068 | | Lawrence Lacerte | 126,000 | 220,068 | - | 346,068 | | Joan Lau, Ph.D. | 91,500 | 220,068 | - | 311,568 | | Sidney D. Rosenblatt | 128,000 | 220,068 | - | 348,068 | | April Walker | 75,000 | 220,068 | - | 295,068 |

  49. Compensation of Directors

    (1) There were no option awards made to any of our independent directors in 2025. As of December 31, 2025, none of the directors owned any options to purchase shares of our common stock. At a meeting on December 11, 2025, 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 2026. The closing price of the Company’s common stock was $120.85 per share on the grant approval date of December 11, 2025, resulting in a grant of 1,821 shares (for a total value of $220,068). These 1,821 shares will be issued in equal quarterly installments at the end of each quarter in 2026 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 11, 2025, 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, 2025 included in the Company’s Annual Report on Form 10-K for such year.