Sidney Rosenblatt
UNIVERSAL DISPLAY CORP \PA\About Sidney D. Rosenblatt
Sidney D. Rosenblatt, age 77, is Board Chair of Universal Display Corporation (OLED) and has served on the board since May 1996; he became Board Chair in June 2023 after retiring as Executive Vice President and Senior Advisor in December 2022 and previously served as EVP, CFO, Treasurer and Secretary from 1995–2022 . He also serves on the Board of Managers of the Overbrook School for the Blind .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Display Corporation | Executive Vice President; CFO, Treasurer, Secretary | Jun 1995–Sep 2022 | Led finance and investor relations; deep OLED industry familiarity |
| Universal Display Corporation | Senior Advisor | Until Dec 2022 | Transition leadership; governance continuity |
| S. Zitner Company | Owner; President | Aug 1990–Dec 1998 (ownership until Aug 2010) | Operated confectionery business; general management experience |
| InterDigital | SVP; CFO; Treasurer | May 1982–Aug 1990 | Public company finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Overbrook School for the Blind | Board of Managers | Current | Community leadership; non-profit governance |
Board Governance
- Role: Board Chair since June 2023; Lead Independent Director is Elizabeth H. Gemmill (resumed June 2023) .
- Independence: Not independent under Nasdaq rules due to officer role through Dec 30, 2022 .
- Committees: Audit members—Comparin (Chair), Elias, Gemmill, Hartley, Lacerte ; Human Capital members—Lacerte (Chair), Brown, Gemmill, Hartley, Joseph ; NCG members—Joseph (Chair), Comparin, Gemmill, Lacerte, Lau . Rosenblatt is not listed as a committee member.
- Executive sessions: Independent directors meet periodically in executive session during board and committee meetings .
- Attendance: In 2024, Board held 9 meetings; Audit 5; Human Capital 5; NCG 4; ESR 4; Investment 2; all directors attended at least 75% of these in aggregate .
Fixed Compensation
| Component | 2024 Amount | 2025 Program | Notes |
|---|---|---|---|
| Annual Board cash fee | $75,000 | $75,000 (paid quarterly) | Paid in quarterly installments |
| Board Chair retainer | $35,000 | $36,500 (paid quarterly) | Chair-specific cash retainer |
| Committee membership cash | N/A (not listed as member) | Members: Audit $16,750; Human Capital $13,000; NCG/Investment/ESR $8,250 | Chair retainers: Audit $33,250; HCC $26,000; NCG/Investment/ESR $16,750 |
| Stock awards (annual) | $220,063 fair value | Target $220,000; 1,366 shares based on 12/12/24 close; paid quarterly | Determined from closing price on approval date |
| 2024 Director comp (actual) | Cash: $126,000; Stock awards: $220,063; Total: $346,063 | — | No option awards to directors in 2024 |
Performance Compensation
- Directors: No performance-based metrics disclosed for director compensation; equity is time-based share awards paid quarterly, and options are not granted/repriced for directors (Equity Compensation Plan prohibits repricing without shareholder approval) . | Performance Metric in Director Pay | Status | |---|---| | TSR, revenue, EBITDA, ESG for director pay | Not disclosed/not used |
Other Directorships & Interlocks
| Person | External Public Boards | Interlocks/Comp Committee Interlocks |
|---|---|---|
| Sidney D. Rosenblatt | None disclosed | Human Capital Committee composed solely of independent directors; no compensation committee interlocks requiring disclosure since 2024 period |
Expertise & Qualifications
- Extensive public company finance and governance experience (former CFO and EVP at OLED; investor relations leadership; OLED industry familiarity) .
- Corporate finance, strategic planning, and executive management credentials from prior roles .
Equity Ownership
| Holder/Category | Shares | % Outstanding | Notes |
|---|---|---|---|
| Sidney D. Rosenblatt (beneficial ownership as of record date) | 156,603 | <1% | Includes trusts and spouse holdings |
| Trust holdings (Grantor Retained Annuity Trusts) | 3,520 total (2,438; 1,082) | — | Rosenblatt is trustee and beneficiary |
| Spouse holdings (beneficially reported) | 17,499 | — | Counted in beneficial ownership |
| Pledged shares (Rosenblatt) | None disclosed | — | Pledging disclosed for Hartley and Lacerte, not Rosenblatt |
| Director stock ownership guideline | 10x annual cash board comp; 2025 requirement 3,173 shares (based on $236.42 highest 2024 close, $75k cash fee); all directors met guideline on Jan 2, 2025 |
Insider Trades (Form 4) – 2024–2025
| Filing Date | Transaction Date | Type | Shares | Direct/Indirect | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|
| 2025-10-02 | 2025-09-30 | Award (Common Stock) | 341 | D | 136,957 | |
| 2025-07-02 | 2025-06-30 | Award (Common Stock) | 342 | D | 136,616 | |
| 2025-04-16 | 2025-04-14 | Gift | 690 | D | 136,274 | |
| 2025-04-16 | 2025-04-14 | Gift | 690 | I | 2,830 | |
| 2025-04-02 | 2025-03-31 | Award (Common Stock) | 342 | D | 135,584 | |
| 2025-01-02 | 2024-12-31 | Award (Common Stock) | 314 | D | 135,242 | |
| 2025-01-02 | 2024-12-30 | Gift | 3,400 | D | 134,928 | |
| 2024-10-15 | 2024-10-10 | Gift | 15,822 | D | 138,328 | |
| 2024-10-15 | 2024-10-10 | Gift | 15,822 | I | 3,520 | |
| 2024-10-02 | 2024-09-30 | Award (Common Stock) | 314 | D | 122,506 | |
| 2024-09-13 | 2024-09-11 | Gift | 6,000 | — | 122,192 | |
| 2024-07-02 | 2024-06-28 | Award (Common Stock) | 314 | — | 128,192 | |
| 2024-04-02 | 2024-03-29 | Award (Common Stock) | 314 | — | 127,878 | |
| 2024-01-03 | 2023-12-29 | Award (Common Stock) | 472 | — | 126,427 |
Notes: Company prohibits directors from hedging company securities and short sales; director code updated April 8, 2025 .
Related Party Transactions and Potential Conflicts
- Employment of immediate family: OLED employs David Rosenblatt (son of Sidney Rosenblatt) as senior financial analyst at subsidiary UDC Inc.; total 2024 compensation $189,303; Audit Committee reviewed and ratified on April 8, 2025 per related person transaction policy .
- Pledging/Hedging: No pledging disclosed for Rosenblatt; directors subject to anti-hedging and short-sale prohibitions .
- Independence: Not independent due to recent officer status (retired Dec 30, 2022) .
Director Compensation Structure Signals
| Indicator | Observation |
|---|---|
| Cash vs. Equity Mix | 2024 cash $126,000 vs stock awards $220,063 (stock-heavy mix) |
| Y/Y change | 2025 committee fees increased ~4%; Chair retainer increased to $36,500 from $35,000 |
| Options use | No option awards to directors in 2024; plan prohibits repricing without shareholder approval |
| Ownership alignment | Board stock ownership guideline (10x cash fee) met by all directors as of Jan 2, 2025 |
Say-on-Pay & Shareholder Feedback
- Annual advisory vote on executive compensation; outreach conducted in early 2025 to shareholders representing a majority of outstanding shares, with Lead Independent Director engagement; committee considers feedback in program design .
Stock Ownership Guidelines
- Directors must hold shares equal to 10x annual cash board compensation; measured at highest closing price in prior year; requirement for 2025 was 3,173 shares and all directors were in compliance on Jan 2, 2025 .
Governance Assessment
- Strengths: Long-tenured finance leader as Board Chair with deep company and industry knowledge ; robust director ownership guidelines with compliance ; independent committee structures with no compensation committee interlocks ; anti-hedging/anti-repricing policies .
- Risks/RED FLAGS: Not independent due to recent officer status, which may affect perception of board independence ; related-party transaction involving son’s employment—reviewed and ratified by Audit Committee but merits ongoing scrutiny .
- Engagement and attendance: Board and committees met regularly in 2024 with ≥75% aggregate attendance; independent directors hold executive sessions, supporting oversight .
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