Janice Mahon
Senior Vice President, Technology Commercialization and General Manager, Commercial Sales Business at 
UNIVERSAL DISPLAY CORP \PA\
UNIVERSAL DISPLAY CORP \PA\Executive
About Janice Mahon
Janice K. Mahon is Senior Vice President, Technology Commercialization and General Manager, Commercial Sales Business at Universal Display Corporation, responsible for manufacturing, quality assurance, and distribution of PHOLED materials; she joined UDC in early 1997 and previously held engineering and commercialization roles in energy-saving technologies . She holds a B.S. in Chemical Engineering from Rensselaer Polytechnic Institute and an MBA from Harvard Business School . Company performance inputs to her incentive plans have included revenue and adjusted operating income, with UDC achieving $648M revenue and $283M adjusted operating income in 2024; in 2023 revenue was $576M and adjusted operating income $251M . Historical pay-versus-performance data shows company TSR of 53.38 in 2022, 80.71 in 2021, and 111.93 in 2020, with revenue $617M, $554M, and $429M respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SAGE Electrochromics, Inc. | Vice President | 1992–1996 | Led commercialization at thin-film electrochromic windows company focused on energy savings |
| Chronar Corporation | Vice President & General Manager | 1984–1989 | Directed design, construction, start-up of amorphous silicon PV plants in U.S., Europe, Asia; commercialized OEM PV panels |
| FMC Corporation (Industrial Chemicals Division) | Senior Engineer, R&D | 1979–1982 | Engineering and product development in industrial chemicals |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FlexTech Alliance | Technical Council Member; Governing Board Member | 1997–2010 (Council); 2008–2010 (Board) | Industry collaboration in flexible electronics |
| OLED Association | Board of Directors; Chair, Marketing Committee | 2009–2013 | OLED industry association leadership |
| UDC Ireland; OM2 (UDC subsidiaries) | Board Director | Not disclosed | Governance roles at UDC subsidiaries |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 456,335 | 478,897 | 498,155 |
| AIP Target (% of Base) | 125% | 125% | 125% |
| AIP Target ($) | 571,163 | 599,720 | 623,709 |
| AIP Payout (% of Target) | ~173% | ~137% | ~146% |
| AIP Bonus Paid ($) | 989,143 | 821,616 | 909,991 |
Performance Compensation
Long-Term Equity Awards (RSUs/PSUs)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Stock Awards – Grant-Date Fair Value ($) | 3,059,850 | 2,949,946 | 2,793,542 |
| RSUs Granted (#) | 5,865 | 6,275 | 5,029 |
| PSUs Target (#) | 11,731 | 12,551 | 10,059 |
| RSUs – Grant-Date Fair Value ($) | — | 870,029 | 870,168 |
| PSUs – Grant-Date Fair Value ($) | — | 2,079,917 | 1,923,374 |
- RSUs vest one-third annually over three years; vest dates aligned to grant anniversaries (e.g., 2/16/2023–2025 for 2022 grant; 3/7/2024–2026 for 2023 grant; 3/4/2025–2027 for 2024 grant) .
- PSUs feature three-year performance periods with sliding 0x–3x multipliers; 2022 grant metrics: 50% 2024 EBITDA, 25% TSR relative to Nasdaq Electronics Components Index (2022–2024), 25% 2024 Cash from Operations . 2023 grant metrics: 50% cumulative adjusted EBITDA (2023–2025), 25% relative TSR (2023–2025), 25% cumulative total gross margin (2023–2025) . 2024 grant metrics: 50% cumulative adjusted EBITDA (2024–2026), 25% relative TSR (2024–2026), 25% cumulative total gross margin (2024–2026) .
PSU Performance Outcomes (2022 Grant; performance period 2022–2024)
| Metric | Weighting | Target Definition | Actual Result | Payout Factor | Vesting Outcome |
|---|---|---|---|---|---|
| Adjusted EBITDA (FY2024) | 50% | Relative target per plan | Below threshold | 0% | Vested at 0% for this component |
| Cash from Operations (FY2024) | 25% | Relative target per plan | 109% of target | 109% | Vested accordingly |
| TSR vs Nasdaq Electronics Components (2022–2024) | 25% | Percentile ranking | 72nd percentile | 275% | Vested accordingly |
| Overall PSU Vesting (2022 grant) | — | — | — | — | 96% of target vested |
Annual Incentive Plan – Performance Inputs and Outcomes
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($M) | 617 | 576 | 648 |
| Adjusted Operating Income ($M) | — | 251 | 283 |
| AIP Payout (% of Target) | ~173% | ~137% | ~146% |
| AIP Bonus Paid to Mahon ($) | 989,143 | 821,616 | 909,991 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 52,485; less than 1% of 47,571,821 shares outstanding |
| Stock Ownership Guideline | SVP requirement: 3x base salary; all NEOs in compliance |
| Options Outstanding | None for NEOs; no option exercises in 2024 |
| 2024 Shares Acquired on Vesting | 9,793; value realized $1,728,800 |
| 2023 Shares Acquired on Vesting | 12,336; value realized $1,726,267 |
| 2022 Shares Acquired on Vesting | 10,395; value realized $1,637,434 |
| Pledging | No pledging disclosed for Mahon; table notes pledging by a director, not Mahon |
Outstanding equity awards at FY-end (12/31/2023):
- RSUs (Unvested): 3/2/2021 – 2,704 ($517,167); 2/16/2022 – 3,910 ($747,827); 3/7/2023 – 6,275 ($1,200,157) .
- PSUs (Unearned): 3/2/2021 – 8,112 ($1,551,501); 2/16/2022 – 11,731 ($2,243,671); 3/7/2023 – 12,551 ($2,400,504) .
Employment Terms
| Change-in-Control (CIC) – Double Trigger | Provision |
|---|---|
| Mechanism | Benefits only if CIC AND qualifying termination/substantial reduction in responsibilities |
| Cash severance | 2x average base salary + 2x average annual bonus; includes car allowance; excise tax gross-up for Mahon |
| Benefits continuation | Insurance premium cost, medical/dental coverage, outplacement ($10,000) |
| Equity | Full vesting of outstanding unvested equity immediately preceding CIC (performance-based awards per plan terms) |
| Retirement plans | SERP immediate vesting and lump sum if 409A CIC event |
| Restrictive covenants | Non-compete 6 months; 2-year non-solicit of employees and business relationships; general release required |
Potential payments to Janice Mahon if CIC occurred on 12/31/2024 (illustrative):
| Component | Amount ($) |
|---|---|
| Lump Sum: 2x Annual Base Salary | 1,009,934 |
| Lump Sum: 2x Annual Bonus | 1,978,286 |
| Accrued PTO/Sick Time | 76,069 |
| Insurance Continuation (after-tax) | 18,842 |
| Ongoing LT Incentive/Savings/Retirement (2 years) | 20,700 |
| Group Medical/Dental (after-tax; 2 years) | 40,679 |
| Accelerated Vesting Value (Unvested Equity) | 6,653,270 |
| Outplacement | 10,000 |
| SERP Payout | 7,135,052 |
| Tax Reimbursement (excise or other taxes) | 9,276,940 |
| Total Payments & Benefits | 26,219,772 |
SERP present value (as of 12/31/2024): $7,135,052; 28 years credited service .
Performance & Track Record
- Early UDC employee who helped build the PHOLED materials business from inception; responsibilities have spanned product education, R&D, and commercialization across the corporation .
- Company-level performance inputs to her AIP include revenue and adjusted operating income, both exceeded targets in 2024 and 2023, driving above-target payouts .
- PSU outcomes (2022 grant): TSR achieved the 72nd percentile (payout 275% on TSR tranche), CO achieved 109% of target, EBITDA tranche at 0%, with overall PSU vesting at 96% of target .
Compensation Structure Analysis
- Equity-heavy mix with recurring annual RSU/PSU grants; no stock options awarded or outstanding, reducing option-driven exercise pressure .
- AIP payouts have been consistently above target (173% in 2022; 137% in 2023; 146% in 2024), reflecting strong revenue/AOI performance and maximum individual/team ratings .
- Long-term PSU metrics shifted from EBITDA/TSR/CO (2022 grant) to cumulative adjusted EBITDA/TSR/gross margin (2023 and 2024 grants), maintaining rigorous three-year relative/performance constructs with 0x–3x multipliers .
- Company’s equity plan prohibits repricing without shareholder approval, a governance positive .
Equity Ownership & Alignment Details
- Beneficial ownership: 52,485 shares; <1% of outstanding; no pledging disclosed for Mahon; SVP ownership guideline 3x salary and all NEOs are in compliance .
- Vesting cadence: RSUs vest one-third annually; PSUs vest at end of three-year performance periods; 2024 share vesting for Mahon totaled 9,793 shares valued at $1,728,800 .
Employment Terms
- Double-trigger CIC protection with substantial severance, accelerated equity, benefits continuation, and excise tax gross-up (for Mahon), combined with SERP lump sum upon qualifying CIC event .
- Post-CIC restrictive covenants: 6-month non-compete, 2-year non-solicit, and release requirement .
Investment Implications
- Alignment: Significant equity exposure via RSUs/PSUs and compliance with 3x salary ownership guideline indicate strong skin-in-the-game; absence of options reduces forced exercise risk .
- Retention: Large prospective CIC package ($26.2M) and SERP value ($7.1M) plus ongoing unvested equity lower near-term departure risk; double-trigger terms avoid windfalls without termination .
- Pay-for-performance: AIP outcomes track revenue/AOI overachievement; PSU design emphasizes multi-year EBITDA/TSR/gross margin with demonstrated rigor (e.g., EBITDA tranche at 0% for 2022 grant) .
- Trading signals: Predictable RSU vest dates (e.g., March 4 for 2024 grants; March 7 for 2023 grants; February 16 for 2022 grants) and annual vesting volumes (9,793 shares vested in 2024) can create scheduled supply/withholding flows; monitor vest calendars for potential short-term pressure .
- Red flags: Presence of excise tax gross-up in Mahon’s CIC agreement is shareholder-unfriendly, partially mitigated by double-trigger structure and prohibition on equity repricing .