Lawrence Lacerte
UNIVERSAL DISPLAY CORP \PA\About Lawrence Lacerte
Independent director of Universal Display Corporation (OLED); age 72; joined the board in October 1999, making his tenure approximately 26 years as of 2025 . Founder, Chairman and CEO of Exponent Technologies, Inc. since 1998 and previously founder, Chairman and CEO of Lacerte Software Corp., which was sold to Intuit in June 1998; brings operational, strategic and software industry experience to the board . OLED’s board identifies him as an independent director under Nasdaq rules, after reviewing a related-party relationship with Exponent Technologies (see conflicts) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lacerte Software Corp. | Founder, Chairman & CEO | Through June 1998 (sold to Intuit) | Built and exited a successful software business |
| Exponent Technologies, Inc. | Chairman & CEO | Since July 1998 | Technology and internet-related ventures; ongoing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Exponent Technologies, Inc. | Chairman & CEO | Since 1998 | Private company; provider of payroll/benefits/HR information systems |
| Other public company boards | — | — | None disclosed in biography |
Board Governance
- Committee assignments: Chair, Human Capital Committee; member, Audit Committee; member, Nominating & Corporate Governance (NCG) Committee .
- Independence: Board determined Mr. Lacerte is independent under Nasdaq rules; reviewed payments to Exponent Technologies of approximately $100,161 in 2024, below Nasdaq thresholds, with no other impairing factors identified .
- Attendance: In 2024, Board met 9 times; Audit 5; Human Capital 5; NCG 4; ESR 4; Investment 2; all directors and committee members attended at least 75% of meetings; all current directors attended the 2024 annual meeting of shareholders .
- Executive sessions: Independent directors meet in executive session periodically at board and committee meetings .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual director cash retainer (2024) | $75,000 | Paid quarterly |
| Committee member fees (2024) | Audit: $16,000; Human Capital: $12,500; NCG: $8,000 | As a member of Audit and NCG, and Chair of Human Capital |
| Committee chair fee (2024) | $25,000 | Human Capital Committee Chair |
| Total cash fees received (2024) | $124,000 | Matches component sum |
| Equity grant (approved Dec 12, 2024 for 2025 service) | $220,063 | 1,366 shares, issued quarterly in 2025, value based on $161.10 closing price on grant approval date |
| Total director compensation (reported for 2024) | $344,063 | Fees + stock award accounting |
For 2025, committee compensation increased ~4%: Audit member $16,750; Human Capital member $13,000; NCG/Investment/ESR member $8,250; Audit chair $33,250; Human Capital chair $26,000; NCG/Investment/ESR chair $16,750; equity grant remains $220,063 (1,366 shares), paid quarterly; base director cash $75,000 .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based director pay metrics | None disclosed; non-employee director equity is a fixed-value common stock grant without performance conditions . |
Other Directorships & Interlocks
| Company | Role | Committee Interlocks |
|---|---|---|
| None disclosed | — | Human Capital Committee reports no interlocks requiring disclosure for 2024; all members independent . |
Expertise & Qualifications
- Founder/CEO background in software and technology; brings business, operational and strategic skills to board deliberations .
- Experience overseeing compensation and governance as Human Capital Committee Chair and member of Audit and NCG Committees .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership | 124,035 shares | Includes 3,000 shares held by The Joyce and Lawrence Lacerte Charitable Foundation and 1,007 shares in grandchildren custodial accounts over which he has trading authority . |
| Shares pledged (RED FLAG) | 119,686 shares | Pledged as security for a margin loan . |
| Ownership vs. outstanding | ~0.26% | 124,035 / 47,571,821 common shares outstanding as of record date (April 4, 2025) . |
| Director ownership guideline | Compliant | Directors must hold shares equal to 10x annual cash comp; measured at 3,173 shares for 2025; company reports all required directors (including Mr. Lacerte) met this threshold on Jan 2, 2025 . |
Governance Assessment
- Board effectiveness: Long-tenured independent director with leadership experience; chairs Human Capital Committee—which oversees executive and director compensation—with independent advisor (Korn Ferry), annual shareholder outreach, and annual say-on-pay; committee independence affirmed; no interlocks requiring disclosure .
- Independence & conflicts: Related-party payments to Exponent Technologies ($100,161 in 2024) reviewed; below Nasdaq independence thresholds; independence affirmed; ongoing monitoring advisable due to continued vendor relationship .
- RED FLAGS: Significant pledging of company stock (119,686 shares) as margin collateral—heightened governance risk (possible forced selling in volatility) and misalignment concerns; elevate to risk oversight and request pledge policy disclosure/enforcement .
- Engagement & attendance: Meets attendance expectations (≥75%); board and committees meet regularly; independent director executive sessions provide oversight .
- Director pay alignment: Cash plus fixed-value equity grant; no performance-conditioned director equity; ownership guidelines enforced and met .