Elizabeth Gemmill
UNIVERSAL DISPLAY CORP \PA\About Elizabeth H. Gemmill
Elizabeth H. Gemmill, age 79, is Lead Independent Director at Universal Display Corporation (OLED) and has served on the Board since April 1997. She was Board Chair from June 2022 to June 2023 and previously Lead Independent Director from February 2018 to June 2022. Gemmill is a NACD Board Leadership Fellow and serves on the boards of The Franklin Institute and Arden Theatre Company; prior operating roles include Vice President & Secretary at Tasty Baking Company (1988–1999) and President/Managing Trustee of the Warwick Foundation (1999–2012) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tasty Baking Company | Vice President & Secretary | Feb 1988 – Mar 1999 | Senior corporate officer experience; governance and public company oversight |
| Warwick Foundation | Managing Trustee; later President | Mar 1999 – 2012 | Led foundation until dissolution; governance leadership |
| Philadelphia University | Chair of the Board | 1998 – 2009 | Board leadership; higher education governance |
| WSFS Financial Corporation (Advisory Board) | Advisory Board Member | Until Dec 2019 | Financial services advisory experience |
| Delaware Valley University | Board role | Through Jun 2022 | Continued non-profit governance engagement |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| The Franklin Institute | Director (non-profit) | Current |
| Arden Theatre Company | Director (non-profit) | Current |
| NACD (National Association of Corporate Directors) | Board Leadership Fellow | Ongoing |
Board Governance
- Independence: Gemmill is an independent director under Nasdaq rules; she serves on the Audit, Human Capital, and Nominating & Corporate Governance (NCG) committees .
- Lead Independent Director responsibilities: Chairs executive sessions, liaises between independent directors and Board Chair, and engages shareholders in outreach .
- Committee memberships (2024–2025): Audit (member), Human Capital (member), NCG (member). Audit Committee membership list includes Gemmill; Human Capital Committee membership list includes Gemmill; NCG Committee membership list includes Gemmill .
- Attendance: In 2024, the Board held 9 meetings; Audit 5; Human Capital 5; NCG 4; ESR 4; Investment 2. All directors and committee members attended at least 75% of meetings in aggregate; all current directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $75,000 | Paid quarterly |
| Audit Committee Member Fee | $16,000 | Member (non-chair) |
| Human Capital Committee Member Fee | $12,500 | Member (non-chair) |
| NCG Committee Member Fee | $8,000 | Member (non-chair) |
| Lead Independent Director Cash Retainer | $35,000 | Additional retainer for role |
| Total Cash (Gemmill, 2024) | $146,500 | As reported in director comp table |
2025 schedule changes (approved Dec 12, 2024): Member fees increased ~4%—Audit $16,750; Human Capital $13,000; NCG $8,250; Lead Independent Director retainer $36,500; base cash retainer remains $75,000, all paid quarterly .
Performance Compensation
| Year | Award Type | Approval Date | Shares Granted | Fair Value | Vesting/Payment |
|---|---|---|---|---|---|
| 2024 | Stock award (common shares) | Dec 7, 2023 | Not numerically disclosed; number based on closing price on approval date | $220,063 | Paid in quarterly installments in 2024 |
| 2025 | Stock award (common shares) | Dec 12, 2024 | 1,366 shares | $220,063 | Paid in equal quarterly installments in 2025 |
Notes:
- No option awards were made to independent directors in 2024; as of Dec 31, 2024, directors held no options .
- Compensation consultant: Korn Ferry assists Board and Human Capital Committee in benchmarking and program design .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Status/Notes |
|---|---|---|---|
| Beneficial Bancorp, Inc. | Nasdaq: BNCL | Director (prior) | Former public company role |
| American Water Works Company, Inc. | NYSE: AWK | Director (prior) | Served until company was sold in early 2003 (context provided) |
| Philadelphia Consolidated Holdings Corporation | — | Director (prior) | Served until company was sold (context provided) |
- No related-party transactions disclosed involving Gemmill; NCG/Audit reviewed independence and related person matters, with specific consideration of Exponent Technologies (Lacerte) and employee David Rosenblatt; none implicate Gemmill .
Expertise & Qualifications
- Governance leadership: Multiple periods as Lead Independent Director and one year as Board Chair; NACD Board Leadership Fellow .
- Public company oversight: Executive experience at Tasty Baking; prior public company board service (BNCL, AWK, Philadelphia Consolidated) .
- Committee engagement: Active member of Audit and Human Capital; signatory to Audit and Human Capital Committee reports (engagement signal) .
- Community and non-profit governance: Extensive roles across education, science, and arts organizations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Options | Pledged Shares | Notes |
|---|---|---|---|---|---|
| Elizabeth H. Gemmill | 98,372 | <1% (of 47,571,821) | None | None disclosed for Gemmill | Based on Record Date ownership table; no options held; pledging only noted for other directors |
- Ownership guidelines: Directors must hold shares equal to 10x annual cash retainer ($75,000); measured using highest 2024 closing price ($236.42) ⇒ ≥3,173 shares required. As of Jan 2, 2025, each covered director met the guideline .
- Hedging/short sales: Prohibited for directors under Code of Conduct (last ratified Apr 8, 2025) .
Governance Assessment
- Independence and effectiveness: Gemmill is independent and holds the Lead Independent Director role, with explicit responsibilities for executive sessions, agenda setting, and shareholder engagement—signals of robust board oversight .
- Engagement: Serves on Audit, Human Capital, and NCG committees; signs both Audit and Human Capital Committee reports—indicative of deep involvement in financial oversight and pay governance .
- Pay alignment: 2024 compensation mix was approximately 40% cash ($146,500) and 60% equity ($220,063), aligning director incentives with shareholder outcomes .
- Ownership alignment: 98,372 shares beneficially owned and confirmed compliance with stringent 10x retainer ownership guidelines; no options and no pledging disclosed—positive alignment, lower risk profile .
- Conflicts and red flags:
- Related-party transactions: None disclosed involving Gemmill; committee processes for review are active and recent .
- Hedging/shorting prohibited; no option repricing; no director options outstanding—reduces misalignment risk .
- Attendance: Board and committee attendance at least 75% in aggregate; all directors attended 2024 annual meeting—acceptable engagement level .
RED FLAGS: None identified for Gemmill in the latest proxy regarding pledging, related-party transactions, hedging, option repricing, or attendance shortfalls .
Director Compensation Structure Notes (Forward-Looking, 2025)
- Cash component: Base retainer $75,000; Lead Independent retainer $36,500; committee member fees—Audit $16,750; Human Capital $13,000; NCG $8,250 (paid quarterly) .
- Equity component: 1,366 shares with targeted value $220,063 (approved Dec 12, 2024), paid in equal quarterly installments in 2025 .
Committee Charters and Oversight Scope
- Audit: Financial reporting oversight, auditor selection/independence, internal controls, cybersecurity/data protection programs, risk assessment and conflict reviews; Gemmill is a member .
- Human Capital: Executive pay setting/oversight, equity plan administration, board compensation recommendations; Gemmill is a member .
- NCG: Director independence determinations, nominations, governance guidelines; Gemmill is a member .
Attendance & Shareholder Engagement
- Executive sessions: Regular executive sessions of independent directors; Gemmill chairs executive sessions when acting in her Lead Independent capacity .
- Shareholder communications: Established process via Corporate Secretary; committee complaint mechanism detailed .
Policies
- Director Stock Ownership Guidelines: 10x annual cash retainer; compliance confirmed as of Jan 2, 2025 .
- Insider Trading & Hedging Policy: Prohibits hedging and shorting by directors; Code of Conduct for Directors publicly available; ratified Apr 8, 2025 .
- Related Person Transaction Review: Annual questionnaires; Audit Committee review/ratification (latest Apr 8, 2025) .