Nigel Brown
UNIVERSAL DISPLAY CORP \PA\About Nigel Brown
Dr. Nigel Brown, age 60, has served as an independent director of Universal Display Corporation since March 2024. He is a seasoned healthcare investor and operator, currently the founder and CEO of Princeton Healthcare Advisory, and an advisor to Rothschild & Co. and Five Arrows Managers LLP; previously Corporate Vice President at Covance, where he executed the strategic sale to LabCorp in 2014, and General Partner at Trevi Health Capital. He also serves on the board of Inotiv, Inc. (Nasdaq: NOTV) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covance, Inc. | Corporate Vice President | to 2014 (sale executed) | Led numerous transactions, including the strategic sale to LabCorp |
| Trevi Health Capital | General Partner | Not disclosed | Healthcare-focused specialty investment; oversight/advisory roles |
| Various organizations | Oversight and advisory roles | Not disclosed | Strategic, business, and technical guidance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Inotiv, Inc. (NOTV) | Director | Current | Public company directorship |
| Princeton Healthcare Advisory, LLC | Founder & CEO | Current | Advisory firm for growth-focused healthcare/life sciences investors |
| Rothschild & Co.; Five Arrows Managers LLP | Advisor | Current | Strategic advisory roles |
Board Governance
- Independence: The Board determined Dr. Brown is independent under Nasdaq listing requirements; the Board comprises a majority of independent directors .
- Committee assignments: Human Capital Committee member (current members: Lacerte (Chair), Brown, Gemmill, Hartley, Joseph) ; signed the Committee’s report recommending inclusion of the CD&A .
- Attendance: In 2024, the Board held 9 meetings; committees held 5 (Audit), 5 (Human Capital), 4 (NCG), 4 (ESR), 2 (Investment). All directors and committee members attended at least 75% of meetings in aggregate; all current directors attended the 2024 Annual Meeting .
- Board leadership: Separate Chair and CEO; Lead Independent Director role held by Elizabeth Gemmill since June 2023 .
- Governance policies: Directors subject to stock ownership guidelines equal to 10x annual cash board compensation (excluding committee fees), to be met within five years of joining the Board; equity award repricing prohibited; hedging/short sales prohibited by Director Code of Conduct .
Fixed Compensation
| Component (Independent Directors) | 2024 Amount | 2025 Amount (approved 12/12/2024) | Notes |
|---|---|---|---|
| Annual cash retainer | $75,000 | $75,000 | Paid quarterly |
| Committee member fees – Audit | $16,000 | $16,750 | Per membership, annually |
| Committee member fees – Human Capital | $12,500 | $13,000 | Per membership, annually |
| Committee member fees – NCG, Investment, ESR | $8,000 | $8,250 | Per membership, annually |
| Committee chair fees – Audit | $32,000 | $33,250 | Annually |
| Committee chair fees – Human Capital | $25,000 | $26,000 | Annually |
| Committee chair fees – NCG, Investment, ESR | $16,000 | $16,750 | Annually |
| Board Chair; Lead Independent Director retainers | $35,000; $35,000 | $36,500; $36,500 | Annually, paid quarterly |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Nigel Brown, Ph.D. | 62,019 | 220,063 | - | 282,082 |
| Notes | Grant approved 12/12/2024; target $220,000; 1,366 shares issued quarterly in 2025 |
- Mix analysis: For 2024, equity comprised ~78% of Dr. Brown’s total director compensation ($220,063 of $282,082) .
Performance Compensation
- Directors: No options granted in 2024; as of 12/31/2024, independent directors (including Dr. Brown) held no options; director equity is time-based common stock awards issued quarterly, not performance-conditioned .
- Executive incentive metrics (overseen by Human Capital Committee): | Metric | Measurement period | Weighting | Payout Range | |---|---|---|---| | Cumulative adjusted EBITDA | 1/1/2024–12/31/2026 | 50% of PSU award | 0x–3x multiplier based on percentile achievement | | Relative TSR vs Nasdaq Electronics Components Index | 1/1/2024–12/31/2026 | 25% of PSU award | 0x–3x multiplier | | Cumulative total gross margin | 1/1/2024–12/31/2026 | 25% of PSU award | 0x–3x multiplier |
Other Directorships & Interlocks
| Entity | Relationship | Committees | Potential Interlock/Conflict |
|---|---|---|---|
| Inotiv, Inc. (NOTV) | Director | Not disclosed | None disclosed in OLED filings |
| Korn Ferry (comp consultant) | Independent advisor to Committee | N/A | Independent advisor retained; not linked to Dr. Brown |
| Committee interlocks | Human Capital Committee | N/A | No compensation committee interlocks requiring disclosure since beginning of 2024 |
Expertise & Qualifications
- 25+ years of leadership and strategy experience across pharma/biotech/CRO sectors; transactional track record (Covance sale to LabCorp) and investment expertise (Trevi Health Capital), plus advisory roles to global financial institutions .
- Cross-board experience enhances best-practice sharing; Inotiv board service noted .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Record Date (2024 Proxy) | 97 | ~0.0002% (97 / 47,439,291) | Initial holdings post-appointment |
| Record Date (2025 Proxy) | 1,381 | ~0.0029% (1,381 / 47,571,821) | Increase via quarterly director stock awards |
| Options (exercisable/unexercisable) | 0 | N/A | Directors held no options as of 12/31/2024 |
- Ownership guidelines: Directors must own shares equal to 10x annual cash board compensation (excluding committee fees) within five years of joining the Board .
- Pledging: No pledging disclosed for Dr. Brown; table notes pledging by Mr. Hartley, not Brown .
Insider Trades (Form 4 for Nigel Brown)
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2024-03-07 | 2024-03-04 | Form 3 | 0 | 0 | |
| 2024-04-02 | 2024-03-29 | Award (Common) | 97 | 97 | |
| 2024-07-02 | 2024-06-28 | Award (Common) | 314 | 411 | |
| 2024-10-02 | 2024-09-30 | Award (Common) | 314 | 725 | |
| 2025-01-03 | 2024-12-31 | Award (Common) | 314 | 1,039 | |
| 2025-04-02 | 2025-03-31 | Award (Common) | 342 | 1,381 | |
| 2025-07-02 | 2025-06-30 | Award (Common) | 342 | 1,723 | |
| 2025-10-02 | 2025-09-30 | Award (Common) | 341 | 2,064 |
SAY-ON-PAY & Shareholder Voting Signals
| Proposal/Director (2025 Annual Meeting) | Votes FOR | AGAINST | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Nigel Brown (Director Election) | 37,995,853 | 54,246 | 32,376 | 4,645,394 |
| Advisory “Say on Pay” | 36,709,069 | 921,680 | 451,726 | 4,645,394 |
| Auditor Ratification (KPMG LLP) | 41,625,719 | 1,065,867 | 36,283 | 0 |
- Signal: Very strong shareholder support for Dr. Brown’s election (~99.8% of votes cast FOR) .
Governance Assessment
- Strengths:
- Independence affirmed; active role on Human Capital Committee overseeing executive compensation, equity plans, and SERP administration .
- No compensation committee interlocks or related-party transactions requiring disclosure since 2024; committee composed solely of independent directors .
- Strong shareholder support for election; robust governance framework (no equity repricing; hedging prohibited; ownership guidelines) .
- Attendance: Board and committees maintained high activity; all directors met ≥75% aggregate attendance in 2024 and attended Annual Meeting .
- Alignment and incentives:
- Equity-heavy director pay (approx. 78% of total in 2024) aligns interests with shareholders; quarterly share issuance in 2025 (approved 1,366 shares total) further increases skin-in-the-game .
- Ownership trend positive: 97 shares (2024 record) to 1,381 shares (2025 record) and 2,064 as of 9/30/2025 through quarterly awards; no options; no pledging disclosed for Dr. Brown [insider trade URLs above].
- Watch items:
- Current ownership remains immaterial by percentage (<0.01%), though consistent with a newly-appointed director subject to a five-year guideline to reach required ownership levels .
- No director-specific performance metrics; director equity grants are time-based (not performance-conditioned); reliance on committee oversight to ensure executive pay-for-performance via PSU metrics (EBITDA, TSR, gross margin) .
Overall, Dr. Brown presents as an independent, engaged director with relevant transactional and healthcare expertise, serving on the Human Capital Committee that governs executive pay. Shareholder support is strong and ownership is increasing via standard director equity grants, with no conflicts or related-party red flags disclosed .