Richard Elias
UNIVERSAL DISPLAY CORP \PA\About Richard C. Elias
Independent director of Universal Display Corporation since April 2014; age 71. Retired senior executive from PPG Industries with more than 20 years in optics and specialty materials; currently Chair of the Environmental & Social Responsibility (ESR) Committee and a member of the Audit Committee. The Board determined he is independent under Nasdaq listing requirements; all directors attended at least 75% of Board/committee meetings in 2024. Core credentials: product development, sales/marketing, budgeting, strategic planning, operations, and executive management in global manufacturing .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PPG Industries, Inc. | Senior Vice President – Optical & Specialty Materials | Jul 2008 – Mar 30, 2014 | Senior executive overseeing optical/specialty materials |
| PPG Industries, Inc. | Vice President – Optical Products | Apr 2000 – Jun 2008 | Led optical products business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Box Corporation (Nasdaq: BBOX) | Director | Until Jan 7, 2019 | Served on Human Capital Committee and Nominating & Governance Committee |
Board Governance
- Committee assignments: Chair, ESR Committee; member, Audit Committee .
- Independence: Board determined Elias is an independent director under Nasdaq rules .
- Attendance: 2024—Board (9), Audit (5), Human Capital (5), NCG (4), ESR (4), Investment (2); all directors/committee members attended at least 75% of meetings .
- Governance practices: Independent directors hold periodic executive sessions; Lead Independent Director (Gemmill) facilitates oversight and shareholder engagement .
Fixed Compensation
| Year | Cash Fees ($) | Equity Grant (shares) | Equity Grant ($) |
|---|---|---|---|
| 2024 | 115,000 | 1,366 | 220,063 |
| 2025 (planned) | Committee fee schedule (see below) | 1,366 (issued quarterly) | 220,063 (target value, issued quarterly) |
Committee fees applicable to Elias’ roles:
- ESR Chair: $16,000 (2024) ; $16,750 (2025) .
- Audit Committee member: $16,000 (2024) ; $16,750 (2025) .
- Annual base Board retainer for independent directors: $75,000 (2024, 2025) .
Mix and alignment:
- 2024 total: $335,063 (cash $115,000; equity $220,063). Equity comprised ~66% of total, supporting shareholder alignment (calculation from disclosed amounts) .
Performance Compensation
| Element | Structure | Metrics/Conditions |
|---|---|---|
| Non-employee director equity | Fixed-share grants based on target dollar value, issued quarterly | No performance-based metrics disclosed for directors; no options granted to independent directors in 2024 . |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Prior public company board | Black Box Corporation; committee experience (HCC, N&G) |
| Supply chain context | Company’s proprietary OLED materials are exclusively manufactured by PPG; Elias is a former PPG senior executive (retired prior to joining the Board). Board still determined independence; no related-party transaction disclosed tied to Elias . |
Expertise & Qualifications
- Senior operating experience in global manufacturing and materials; contributions in product development, marketing, budgeting, strategic planning, and executive management .
- Audit Committee experience; currently Audit Committee member at OLED .
- ESG/sustainability oversight; chairs ESR Committee .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 18,365 | 14,585 |
| Ownership % of common stock | <1% (starred per table) | <1% (starred per table) |
| Pledging status | No pledging disclosed for Elias; pledging noted for other directors (Hartley, Lacerte) | |
| Director ownership guideline | Directors must own shares equal to 10x annual cash compensation; measured annually | |
| Compliance status | As of Jan 2, 2025, each non-officer director met the 3,173-share minimum; Elias included |
Notes:
- 2025 breakdown includes trust holdings: The Elias 2021 Gifting Trust (4,439), James Elias Trust (755), Elias Family Trust (9,049) .
- 2024 breakdown includes Elias 2021 Gifting Trust (5,680), James Elias Trust (755), Elias Family Trust (7,820), Elias 2021 GRAT (516) .
Governance Assessment
- Independence and committee roles: Clear independence determination; dual roles (ESR Chair; Audit Committee) signal active oversight of ESG and financial reporting .
- Engagement and attendance: Board/committee cadence is robust; all directors met ≥75% attendance in 2024, supporting effectiveness .
- Alignment: Strong equity component in director pay and stock ownership guidelines; Elias holds >10x cash comp requirement and receives quarterly stock grants, aligning incentives with shareholder outcomes .
- Conflicts: No related-party transactions disclosed involving Elias. Historical PPG employment noted; PPG is a key supplier, but Elias retired before joining the Board and the Board maintained his independence. Monitor for perceived interlocks given ESR oversight and supply chain reliance, but no specific conflicts cited .
- RED FLAGS: None disclosed specific to Elias—no pledging; no related-party transactions; no Section 16(a) delinquencies in the 2025 proxy; director pay structure excludes options repricing and uses fixed-share grants .