Keith Hartley
UNIVERSAL DISPLAY CORP \PA\About Keith Hartley
C. Keith Hartley (age 82) has served on Universal Display Corporation’s Board since September 2000 and currently chairs the Investment Committee. He is President of Hartley Capital Advisors (since June 2000) and previously was Managing Partner at Forum Capital Markets LLC (Aug 1995–May 2000); he also held managing partner roles at Peers & Co. and Drexel Burnham Lambert, Inc. His background in investment banking provides expertise in corporate finance and strategic transactions; he is an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hartley Capital Advisors | President | Since Jun 2000 | Merchant banking; contributes finance and strategic planning insights |
| Forum Capital Markets LLC | Managing Partner | Aug 1995 – May 2000 | Investment banking; corporate finance and transactions |
| Peers & Co. | Managing Partner | Not disclosed | Investment banking experience |
| Drexel Burnham Lambert, Inc. | Managing Partner | Not disclosed | Investment banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swisher International Group, Inc. | Director; various committees | Not disclosed | Governance and committee service experience |
Board Governance
- Committee assignments: Chair, Investment Committee; member, Audit Committee; member, Human Capital Committee.
- Independence: Board determined Mr. Hartley is independent under Nasdaq; independent directors meet in executive session periodically.
- Attendance: In 2024 the Board held 9 meetings; 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.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual director cash retainer | $75,000 | Paid quarterly ($18,750) |
| Committee member cash fees | Audit $16,000; Human Capital $12,500; NCG/Investment/ESR $8,000 | Per committee; non-chair members |
| Committee chair cash fees | Audit $32,000; Human Capital $25,000; NCG/Investment/ESR $16,000 | Per committee |
| Director (2024) | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| C. Keith Hartley | $119,500 | $220,063 | $339,563 |
| Component (2025) | Amount (USD) | Notes |
|---|---|---|
| Annual director cash retainer | $75,000 | Paid quarterly |
| Committee member cash fees | Audit $16,750; Human Capital $13,000; NCG/Investment/ESR $8,250 | 4% YoY increase approved Dec 12, 2024 |
| Committee chair cash fees | Audit $33,250; Human Capital $26,000; NCG/Investment/ESR $16,750 | Paid quarterly |
| Board Chair / Lead Independent cash retainers | $36,500 each | Not applicable to Hartley unless in those roles |
Performance Compensation
| Equity Grant (Directors) | Grant Approval Date | Target Value (USD) | Shares | Vesting/Distribution | Options |
|---|---|---|---|---|---|
| Annual common stock grant (2025) | Dec 12, 2024 | $220,000 | 1,366 | Issued in equal quarterly installments during 2025; number of shares fixed based on $161.10 closing price on grant approval date; not adjusted for price fluctuations | |
| Stock options (2024) | N/A | N/A | N/A | N/A | No option awards; none of the directors held options as of Dec 31, 2024 |
OLED’s director equity is time-based stock awards delivered quarterly; no performance metrics, options, or repricing disclosed for directors.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation committee interlocks | None involving directors and executive officers since the beginning of 2024; Human Capital Committee composed solely of independent directors. |
Expertise & Qualifications
- Investment banking leadership across Hartley Capital Advisors, Forum Capital Markets, Peers & Co., and Drexel Burnham Lambert; contributes to strategy, corporate finance, and transactions.
- Multi-committee service (Investment Chair; Audit; Human Capital) supports risk oversight and human capital governance.
- Independent director under Nasdaq requirements.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged Shares | Notes |
|---|---|---|---|---|
| C. Keith Hartley | 82,818 | <1% | 59,826 | Shares pledged as collateral for margin accounts |
| Ownership Policy | Requirement | Measurement Basis | Compliance Status |
|---|---|---|---|
| Director Stock Ownership Guidelines | Own shares equal in value to 10x annual board cash compensation (excluding committee fees) | Measured each Jan 1 using prior year’s highest closing price ($236.42 in 2024) and $75,000 cash comp; required ≥3,173 shares as of Jan 2, 2025 | Each director required did own at least 3,173 shares as of Jan 2, 2025 |
- Anti-hedging and short-sale prohibitions apply to directors under the Code of Conduct.
Governance Assessment
- Strengths: Long-serving independent director with deep investment banking expertise; chairs Investment Committee and serves on Audit and Human Capital Committees, enhancing board effectiveness in finance, risk oversight, and talent governance. Attendance standards met; independent directors hold periodic executive sessions; director equity grants provide alignment.
- Compensation structure: Cash plus significant equity ($220,063 stock awards vs. $119,500 cash fees in 2024), consistent with market practice; Korn Ferry engaged for periodic review; no director options outstanding.
- Alignment and policies: Compliant with robust director stock ownership guidelines; anti-hedging code and annual shareholder outreach with Lead Independent Director participation underpin governance quality.
- RED FLAG: 59,826 shares pledged as collateral for margin accounts. Pledging can introduce forced-sale risk and misalignment under stress; boards often discourage pledging for alignment reasons. Monitor for policy changes, reductions in pledged shares, or disclosures on margin practices.
- Related-party/Interlocks: No compensation committee interlocks disclosed; no Hartley-specific related-party transactions revealed.