Cynthia Comparin
UNIVERSAL DISPLAY CORP \PA\About Cynthia J. Comparin
Cynthia J. Comparin, age 66, has served as an independent director of Universal Display Corporation since January 2020. She is Chair of the Audit Committee and has been designated by the Board as an “audit committee financial expert.” A technology operator-entrepreneur, she founded and led Animato (1997–2016) and previously held executive roles at ALLTEL, Nortel, Recognition International, and EDS; she also serves on the board of Cullen/Frost Bankers, Inc. (NYSE: CFR) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Animato | Founder & CEO | 1997–2016 | Built technology solutions provider; international and strategic planning experience |
| ALLTEL | President, Enterprise Network Services Division | Not disclosed | Led enterprise network services; operational leadership |
| Nortel | VP & GM, Network Transformation Services | Not disclosed | Technology and transformation oversight |
| Recognition International | General Manager, Latin America | Not disclosed | International operations leadership |
| Electronic Data Systems (EDS) | Executive management positions (U.S. and international) | Not disclosed | Technology operations and global management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cullen/Frost Bankers, Inc. (NYSE: CFR) | Director | Current | Public-company board; prior audit committee experience referenced in biography |
Board Governance
- Independence: The Board determined Ms. Comparin is independent under Nasdaq rules; she is listed among the independent directors .
- Committee assignments: Audit Committee (Chair); Nominating & Corporate Governance (member). Audit Committee members: Comparin (Chair), Elias, Gemmill, Hartley, Lacerte . NCG Committee members: Joseph (Chair), Comparin, Gemmill, Lacerte, Lau .
- Audit committee financial expert: Board designated Ms. Comparin as an “audit committee financial expert” and affirmed her financial sophistication and independence .
- Attendance and engagement: In 2024, the Board met 9 times; Audit 5; Human Capital 5; NCG 4; ESR 4; Investment 2. All directors attended at least 75% of meetings in the aggregate; all current directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session periodically alongside regular Board and committee meetings .
Fixed Compensation
| Year | Component | Amount (USD) | Detail |
|---|---|---|---|
| 2024 | Cash fees | $123,000 | Board retainer plus committee chair/member fees (Audit chair; committee memberships) |
| 2024 | Stock awards (granted Dec 12, 2024) | $220,063 | 1,366 shares determined at $161.10 closing price; issued in equal quarterly installments during 2025 |
| 2025 program (structure) | Board retainer | $75,000 | Paid quarterly ($18,750 per quarter) |
| 2025 program (structure) | Committee member fees | $16,750 (Audit); $13,000 (Human Capital); $8,250 (NCG/Investment/ESR) | Annual cash; paid quarterly |
| 2025 program (structure) | Committee chair fees | $33,250 (Audit); $26,000 (Human Capital); $16,750 (NCG/Investment/ESR) | Annual cash; paid quarterly |
| 2025 program (structure) | Equity retainer | $220,063 | 1,366 shares granted; issued quarterly in 2025 |
Performance Compensation
- No performance-conditioned metrics apply to non-employee director compensation; equity awards are fixed-share grants issued quarterly based on a pre-set dollar target approved by the Board .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Cullen/Frost Bankers, Inc. (NYSE: CFR) | Director | Not disclosed | None disclosed with OLED’s customers/suppliers; biography notes prior audit committee experience |
- Related-party review: The proxy discloses an Exponent Technologies relationship (Audit reviewed; independence threshold not breached) and an employment relationship with David Rosenblatt; neither involves Ms. Comparin .
Expertise & Qualifications
- Financial oversight: Audit Committee Chair; SEC-designated “audit committee financial expert” .
- Technology/operator background: Founder/CEO in tech; executive roles at ALLTEL, Nortel, Recognition International, EDS; brings international business, technology, financial and strategic planning skills .
- Governance: Experience serving on another public-company board and audit committee; able to share best practices .
Equity Ownership
| Holder | Shares Beneficially Owned | As-of Date | Notes |
|---|---|---|---|
| Cynthia J. Comparin | 6,928 | Record Date: April 4, 2025 | Beneficial ownership per proxy Security Ownership of Management table |
- Director stock ownership guidelines: Directors must own shares equal in value to 10× annual cash Board compensation; compliance measured using 2024 highest closing price ($236.42) and $75,000 cash retainer, implying 3,173 shares required. As of Jan 2, 2025, each director required to comply did own at least 3,173 shares (implies Ms. Comparin met guidelines) .
Insider Trades
| Date (Filing) | Transaction | Shares | Post-Transaction Holdings | Source |
|---|---|---|---|---|
| 2024-10-02 | Award (quarterly director stock issuance) | 314 | 6,272 | |
| 2025-04-02 | Form 4 filing (quarterly issuance; details in filing) | Not disclosed | Not disclosed | |
| 2025-09-30 (filed 2025-10-02) | Gift (Code V) | 341 | 7,611 |
- Anti-hedging policy: Directors are prohibited from short sales and hedging transactions under the Code of Conduct for Directors and Employee Code .
Governance Assessment
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Strengths:
- Independent director; Audit Committee Chair and SEC-designated audit committee financial expert—supports strong financial oversight and risk management .
- Consistent engagement: Board and committee activity robust; aggregate attendance threshold met; attended the annual meeting .
- Ownership alignment: Meets director stock ownership guidelines; ongoing quarterly share issuance as part of retainer .
- No disclosed related-party transactions or pledging associated with Ms. Comparin; anti-hedging policy in place .
-
Watch items:
- None specific to Ms. Comparin disclosed. Board-level related party items (Exponent services; employment of David Rosenblatt) were reviewed by Audit and do not implicate Ms. Comparin .
-
Implications for investor confidence:
- Her role as Audit Chair and financial expert, combined with policy adherence and ownership alignment, are positive governance signals. Lack of conflicts and compliance with ownership guidelines further supports board effectiveness and investor confidence .