Celia Joseph
UNIVERSAL DISPLAY CORP \PA\About Celia M. Joseph
Independent director since January 2020; age 71. Nearly 40 years in global employment and benefits law across chemicals industry multinationals, including Solenis (Director, Employment & Benefits Law, 2014–2018) and Rohm and Haas (Assistant General Counsel; Global Employment Law Manager; Corporate EEO/Diversity Manager, 1980–2009). Serves as Chair of the Nominating & Corporate Governance Committee and member of the Human Capital Committee; classified as independent under Nasdaq rules; attended at least 75% of board/committee meetings in 2024 and attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solenis LLC | Director, Employment & Benefits Law | 2014–2018 | Led global employment/benefits law; advisory leadership across geographies |
| Fisher & Phillips LLP | Of Counsel | Prior to 2014 | Employment law counsel; advisory work |
| Celia M. Joseph & Associates PC | Founder | Prior to 2014 | Employment law practice founder |
| Reaching Agreement ADR LLC | Principal | Prior to 2014 | Alternative dispute resolution; employment-focused ADR |
| Rohm and Haas Company | Assistant General Counsel; Global Employment Law Manager; Corporate EEO/Diversity Manager | 1980–2009 | Global HR legal management; EEO/diversity leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Settlement Music School (Wynnefield branch) | Volunteer Board Member | Current | Community/arts non-profit governance |
| International Employers Forum | Board Member (former) | Past | Industry network governance |
| International Bar Association | Officer (former) | Past | Professional association leadership |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (NCG) Committee; Member, Human Capital Committee .
- Independence: Determined independent by Board under Nasdaq listing requirements; NCG members are independent .
- Attendance: Board met 9x in 2024; committees (Audit 5x, Human Capital 5x, NCG 4x, ESR 4x, Investment 2x); all directors/committee members attended ≥75% in aggregate; all current directors attended 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session periodically in connection with regular Board meetings and in committee capacities .
- Governance process: NCG reviews independence; charter updated April 8, 2025; publicly available on corporate website .
- Compensation governance: Human Capital Committee is independent, uses Korn Ferry as independent advisor; no compensation committee interlocks requiring disclosure since 2024; report submitted by HCC (Joseph a signatory) to include CD&A in proxy .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Membership Fees ($) | Committee Chair Fees ($) | Total Cash Fees ($) | Notes |
|---|---|---|---|---|---|
| 2024 | — | — | — | 111,500 | Individual director cash fees; detailed component amounts not itemized in proxy |
| 2025 Program (All Independent Directors) | 75,000 | Audit: 16,750; Human Capital: 13,000; NCG/Investment/ESR: 8,250 (per committee, member) | Audit Chair: 33,250; Human Capital Chair: 26,000; NCG/Investment/ESR Chair: 16,750 | Paid quarterly | Year-over-year ~4% increase in committee cash amounts approved Dec 12, 2024 |
- 2025 scheduling: Cash retainer and committee retainers paid in equal quarterly installments; Lead Independent Director and Board Chair receive additional $36,500 retainers (not applicable to Joseph unless role changes) .
Performance Compensation
| Year | Equity Type | Grant Value Target ($) | Shares Granted | Vesting/Payment |
|---|---|---|---|---|
| 2024 | Common Stock | 220,063 | Not disclosed by person | Paid in equal quarterly installments during 2024 |
| 2025 Program (All Independent Directors) | Common Stock | 220,000 target | 1,366 shares (rounded to avoid fraction; total $220,063 at 12/12/2024 close) | Paid in equal quarterly installments in 2025 |
- Options: No option awards to independent directors in 2024; as of Dec 31, 2024, directors held no options to purchase common stock .
- Performance metrics: Director equity grants are time-based retainers; no performance-condition metrics disclosed for director equity awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Joseph |
| Committee roles at other public companies | None disclosed |
| Interlocks/conflicts | No related-party relationships requiring Item 404 disclosure for Human Capital Committee members since 2024 (Joseph is a member) |
Expertise & Qualifications
- Deep expertise in global employment law, HR governance, compliance, and diversity, drawn from multi-decade roles at Rohm and Haas and Solenis; brings human capital and governance oversight strengths to board committees .
- Governance leadership: Chairs NCG Committee; contributes to Human Capital Committee oversight including compensation plan governance, equity plan administration, and executive pay policy .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Options (Exercisable/Unexercisable) | Pledged Shares |
|---|---|---|---|---|
| Celia M. Joseph | 6,928 | <1% | None | None disclosed |
- Ownership basis: 47,571,821 shares outstanding at Record Date; beneficial ownership generally reflects sole voting/investment power unless indicated .
- Director stock ownership guidelines: Require non-employee directors to own shares equal in value to 10x annual cash board compensation; compliance measured using highest closing price in prior year ($236.42 for 2024) and $75,000 cash compensation; minimum required 3,173 shares; as of Jan 2, 2025, each director required to own ≥3,173 shares did so, indicating Joseph’s compliance and excess ownership vs guideline .
Governance Assessment
- Independence and leadership: Independent under Nasdaq and chairs NCG—strong signal on governance oversight and board refresh/independence reviews .
- Attendance and engagement: Met ≥75% attendance threshold across board/committee meetings; attended Annual Meeting; independent directors hold executive sessions—supports board effectiveness .
- Compensation alignment: Mix of cash retainer plus meaningful equity ($220k target) paid quarterly; no options; director ownership guideline at 10x cash comp with confirmed compliance—robust alignment framework .
- Pay governance quality: HCC fully independent, uses Korn Ferry as advisor; formal clawback policy for executives; prohibition on hedging/short selling for employees/directors—positive governance hygiene although executive policies are broader than director-specific .
- Conflicts/related-party exposure: No Item 404 related-party transactions disclosed for HCC members since 2024; no pledging by Joseph; Board assessed an Exponent relationship for another director and deemed it below independence thresholds—no spillover conflict for Joseph .
- Compensation trend: 2025 committee cash amounts increased ~4%; not a red flag, but monitor pay inflation vs workload changes .
RED FLAGS: None identified for Joseph in proxy disclosures (no related-party transactions, no pledging, independent status, attendance compliance) .