Mauro Premutico - Senior Vice President, Planning, Chief Legal Officer and Secretary | UNIVERSAL DISPLAY CORP \PA\ (OLED) Executive Profile & Compensation

About Mauro Premutico

Senior Vice President, Planning, Chief Legal Officer and Secretary at Universal Display Corporation (OLED). Age 59 with 13 years of credited service under the Company’s SERP, implying tenure since ~2011–2012; his change-in-control agreement was entered April 16, 2012 . Company performance during the latest year: revenue $648 million and net income $222 million; pay-vs-performance TSR value-of-$100 investment stood at $73.54 versus peer group $237.86 . Annual incentive metrics in 2024 were revenue and adjusted operating income (achieved $648 million and $283 million), with executives earning ~146% of target; long-term PSU metrics include cumulative adjusted EBITDA, TSR relative to the Nasdaq Electronics Components Index, and cumulative total gross margin .

Past Roles

Organization	Role	Years	Strategic Impact
Universal Display Corporation	SVP, Planning and GM, Patents & Licensing, and Secretary	2021–2022	Principal position titles as disclosed; scope includes planning, IP, and corporate secretary duties .
Universal Display Corporation	SVP, Planning, Chief Legal Officer and Secretary	2023–2024	Principal position titles as disclosed; elevated legal leadership while maintaining planning and secretary responsibilities .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	555,122	580,219	605,172
Annual Incentive Target (% of Base)	125%	125%	125%
Annual Incentive Target ($)	701,660	736,743	766,213
Actual Annual Incentive Paid ($)	1,215,140 (paid Mar-2023)	1,009,337 (paid Mar-2024)	1,117,904 (paid Mar-2025)
All Other Compensation ($)	16,854	21,153	21,001
Total Compensation ($)	5,585,656	5,272,633	5,211,165

Performance Compensation

Annual Incentive Plan Structure and Outcomes

Year	Financial Metrics	Weighting	Targets	Actual	Payout vs Target	Vesting/Payment Timing
2022	Revenue growth + individual KPI objective measures	80% financial / 20% KPIs	Set by HCC; financial-only formula-based for 2022	Revenue $617M achieved; KPIs max ratings	~173% of target, paid Mar-2023	Paid Mar-2023
2023	Revenue and adjusted operating income (equal split within financial), plus team/individual	80% financial / 20% team/individual	Set above 2022; formula-based	Revenue $576M; adjusted op income $251M; team/individual max	~137% of target, paid Mar-2024	Paid Mar-2024
2024	Revenue and adjusted operating income (equal split within financial), plus team/individual	80% financial / 20% team/individual	Set above 2023	Revenue $648M; adjusted op income $283M; team/individual max	~146% of target, paid Mar-2025	Paid Mar-2025

Equity Awards (RSUs and PSUs)

Award Type	Grant Date	Shares/Units	Grant Date Fair Value ($)	Vesting Terms	Performance Metrics and Weighting	Payout Multipliers/Outcomes
RSUs (time-based)	2/16/2022	7,281	1,080,136	1/3 annually over 3 years (anniversaries), subject to continued employment	N/A	N/A
PSUs (performance-based)	2/16/2022	14,563 (target)	2,718,404	Cliff at end of 3-year period ending 12/31/2024	Relative: Adjusted EBITDA (50%), Cash from Operations (25%), TSR vs Nasdaq Electronics Components Index (25%)	EBITDA: 0%; CO: 109% of target; TSR: 72nd percentile → 275%; total ~96% of target vested
RSUs (time-based)	3/7/2023	7,790	Included in 2023 Stock Awards total 3,661,924	1/3 annually on 3/7/2024, 2025, 2026	N/A	N/A
PSUs (performance-based)	3/7/2023	15,580 (target)	Included in 2023 Stock Awards total 3,661,924	Cliff at end of 3-year period ending 12/31/2025	Relative: Cumulative adjusted EBITDA (50%), TSR (25%), cumulative total gross margin (25%)	Range 0x–3x; outcomes TBD post-2025
RSUs (time-based)	3/4/2024	6,242	1,080,053	1/3 annually on 3/4/2025, 2026, 2027	N/A	N/A
PSUs (performance-based)	3/4/2024	12,484 (target)	2,387,035	Cliff at end of 3-year period ending 12/31/2026	Relative: Cumulative adjusted EBITDA (50%), TSR (25%), cumulative total gross margin (25%)	Range 0x–3x; outcomes TBD post-2026

Equity Ownership & Alignment

Ownership Metric	Value
Beneficially Owned Shares	38,611; <1% of shares outstanding (47,571,821)
RSUs Not Vested at 12/31/2024	6,242 shares; market value $912,580 (based on $146.20 closing price)
PSUs – Unearned at 12/31/2024	12,484 units; payout value $1,825,161 (based on $146.20 closing price)
Shares Acquired on Vesting in 2024	12,157; value realized $2,146,127
Options Outstanding/Exercises in 2024	None outstanding; none exercised

Executive stock ownership guidelines: Senior Vice Presidents must hold stock equal to 3x base salary; newly appointed executives have five years to comply, and all NEOs are currently deemed in compliance .
Anti-hedging: Employees, including executives, are prohibited from short-selling, trading options/warrants/puts/calls on Company stock, or engaging in hedging transactions .

Employment Terms

Provision	Details
Employment Contracts	Company discloses no individual employment contracts for NEOs .
Change-in-Control (CIC) Agreements	Double-trigger (CIC plus qualifying termination); Premutico’s CIC agreement dated April 16, 2012 .
CIC Cash Severance	Lump sum equal to 2x average annual base salary plus 2x annual bonus; includes car allowance and FMV equivalent of equity paid as bonus .
CIC Ancillary Benefits	After-tax cost to continue life/travel/disability insurance (2 years), continued group medical/dental (2 years), Company 401(k) contributions (2 years), $10,000 outplacement, accelerated vesting of time-based equity (performance awards governed by plan), applicable SERP payout .
CIC Estimated Payouts (Premutico)	Salary: $1,237,940; Bonus: $2,430,280; PTO/Sick: $139,641; Insurance: $16,691; 401(k) contributions: $20,700; Medical/Dental: $40,679; Accelerated equity: $8,258,692; Outplacement: $10,000; SERP: $3,971,857; Tax gross-up: $7,503,742; Total: $23,630,221 .
CIC Definitions	CIC triggers include ≥30% beneficial ownership, board/merger/asset sale thresholds, majority tender; qualifying terminations include Company termination (other than death/incapacity/for cause) within two years post-CIC, or constructive termination for breach/reduction/relocation .
Restrictive Covenants	Non-compete for six months; non-solicit and non-interference for two years; general release required to receive CIC benefits .
Clawback Policy	Adopted Dec 1, 2023 per Nasdaq listing standards; recovery of erroneously awarded performance compensation for three fiscal years prior to a required restatement; supplemental to existing equity clawback terms .
SERP Participation	Premutico designated in 50% benefit class; present value of accumulated benefit $3,971,857 at 12/31/2024; immediate vesting on CIC with proration if <20 years of service .

Investment Implications

Pay-for-performance calibration appears tighter in recent years: annual bonuses are formula-based with 80% on revenue/adjusted operating income and 20% on team/individual, and 2024 payouts at ~146% reflect strong topline and operating metrics; long-term equity is majority PSUs with explicit relative metrics and a 0x–3x multiplier, evidenced by 2022 PSU vesting outcomes where EBITDA portion vested at 0% while TSR/Cash Flow portions exceeded target .
Retention and alignment are reinforced by significant unvested RSUs/PSUs and stock ownership guidelines (Premutico holds 38,611 shares beneficially, plus substantial unvested awards), with prohibitions on hedging and short sales reducing misalignment risk; no options supply implies limited forced selling pressure from exercises .
Event-driven risk: CIC economics include accelerated vesting and tax gross-ups (for Premutico), which can amplify payout sensitivity in a change-of-control scenario; non-compete and non-solicit covenants mitigate immediate competitive leakage post-termination .
Governance signals: formal clawback policy, independent Human Capital Committee with independent advisor (Korn Ferry), annual say‑on‑pay engagement, and no employment contracts collectively indicate structured oversight; however, excise tax gross-up provisions (except for CFO) remain a shareholder-unfriendly feature to monitor .