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STOCK-BASED COMPENSATION | 12 Months Ended
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Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | 16. STOCK-BASED COMPENSATION: Equity Compensation Plan On June 15, 2023, the shareholders of the Company voted to approve the Universal Display Corporation 2023 Equity Compensation Plan (the “Equity Compensation Plan”), which replaced the Universal Display Corporation 2014 Equity Compensation Plan. The Equity Compensation Plan provides for the granting of incentive and nonqualified stock options, shares of common stock, stock appreciation rights and performance units to employees, directors and consultants of the Company. Stock options are exercisable over periods determined by the Company’s Human Capital Committee, but for no longer than 10 years from the grant date. The total number of shares that may be subject to awards under the Equity Compensation Plan is equal to the shares that were available for issuance and not subject to an award under the 2014 Equity Compensation Plan at the time it was replaced by the Equity Compensation Plan, subject to adjustment with respect to shares underlying any outstanding award granted under the Equity Compensation Plan or the 2014 Equity Compensation Plan that may expire, or be terminated, surrendered or forfeited for any reason, without issuance of such shares. As of December 31, 2023, there were 1,519,235 shares that remained available to be granted under the Equity Compensation Plan. The Equity Compensation Plan will terminate on June 15, 2033. Restricted Stock Award and Units The Company has issued restricted stock awards and units to employees and non-employees with vesting terms of one to five years. The fair value is equal to the market price of the Company’s common stock on the date of grant for awards granted to employees. Consistent with the accounting for equity-classified awards issued to employees, our equity-classified nonemployee share-based awards are measured at the grant date fair value. Expense for restricted stock awards and units is amortized ratably over the vesting period for the awards issued to employees and using a graded vesting method for the awards issued to non-employees. The following table summarizes the activity related to restricted stock unit (RSU) share based payment awards:
|  | Number of Shares |  |  | Weighted- Average Grant-Date Fair Value |
Unvested, January 1, 2023 |  |  | 230,223 |  |  | $ | 165.13 |
Granted |  |  | 121,896 |  |  |  | 136.22 |
Vested |  |  | (132,010 | ) |  |  | 163.85 |
Forfeited |  |  | (3,623 | ) |  |  | 152.21 |
Unvested, December 31, 2023 |  |  | 216,486 |  |  | $ | 149.68 |
The weighted average grant-date fair value per unit of RSU awards granted was $136.22, $140.37 and $208.67 during the years ended December 31, 2023, 2022 and 2021, respectively. The grant date fair value of RSUs that vested during the year was $21.6 million for the year ended December 31, 2023, $18.0 million for the year ended December 31, 2022 and $12.5 million for the year ended December 31, 2021. The fair value of RSUs as of their respective vesting dates was $18.6 million for the year ended December 31, 2023, $15.3 million for the year ended December 31, 2022 and $15.1 million for the year ended December 31, 2021. The following table summarizes the activity related to restricted stock award (RSA) share based payment awards:
|  | Number of Shares |  |  | Weighted- Average Grant-Date Fair Value |
Unvested, January 1, 2023 |  |  | 33,637 |  |  | $ | 178.37 |
Granted |  |  | 2,366 |  |  |  | 126.87 |
Vested |  |  | (18,456 | ) |  |  | 178.82 |
Unvested, December 31, 2023 |  |  | 17,547 |  |  | $ | 170.96 |
The weighted average grant-date fair value per award of RSA awards granted was $126.87, $148.35 and $172.95 during the years ended December 31, 2023, 2022 and 2021, respectively. The grant date fair value of RSAs that vested during the year was $3.3 million for the year ended December 31, 2023, $8.3 million for the year ended December 31, 2022 and $9.3 million for the year ended December 31, 2021. The fair value of RSAs as of their respective vesting dates was $2.6 million for the year ended December 31, 2023, $6.5 million for the year ended December 31, 2022 and $20.0 million for the year ended December 31, 2021. For the years ended December 31, 2023, 2022 and 2021, the Company recorded, as compensation charges related to restricted stock awards and units issued to employees and non-employees, selling, general and administrative expense of $9.5 million, $14.3 million and $15.4 million, respectively, cost of sales of $1.9 million, $2.2 million and $2.5 million, respectively, and research and development expense of $5.8 million, $6.1 million and $5.2 million, respectively. In connection with the vesting of restricted stock awards and units during the years ended December 31, 2023, 2022 and 2021, 53,162, 54,856 and 67,798 shares, respectively, with aggregate fair values of $7.4 million, $8.4 million and $14.1 million, respectively, were withheld in satisfaction of tax withholding obligations and are reflected as a financing activity within the Consolidated Statements of Cash Flows. For the years ended December 31, 2023, 2022 and 2021, the Company recorded as compensation charges related to all restricted stock units to non-employee members of the Scientific Advisory Board, whose unvested shares are marked-to-market each reporting period, research and development expense of $248,000, $234,000 and $220,000, respectively. The Company has granted restricted stock units to non-employee members of the Board of Directors with quarterly vesting over a period of approximately one year. The fair value is equal to the market price of the Company's common stock on the date of grant. The restricted stock units are issued and expense is recognized ratably over the vesting period. For the years ended December 31, 2023, 2022 and 2021, the Company recorded compensation charges for services performed, related to all restricted stock units granted to non-employee members of the Board of Directors, selling, general and administrative expense of $1.5 million, $1.3 million and $1.2 million, respectively. In connection with the vesting of the restricted stock, the Company issued to non-employee members of the Board of Directors 13,016, 8,784 and 5,412 shares during the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the total unrecognized expense related to all restricted stock awards and units was $21.7 million, which the Company expects to recognize over a weighted average period of 1.80 years. Performance Unit Awards Each performance unit award is subject to both a performance-vesting requirement (either performance-based or market-based) and a service-vesting requirement. The performance-based vesting requirement is tied to EBITDA and cash flow achievement, as measured over a specific performance period. The market-based vesting requirement is tied to the Company's total shareholder return (TSR) relative to the TSR of companies comprising the Nasdaq Electronics Components Index, as measured over a three-year performance period. The maximum number of performance units that may vest based on performance is three times the shares granted. Further, if the Company's performance falls below certain thresholds, the performance units will not vest at all. The following table summarizes the activity related to performance unit awards (PSU) share based payment awards:
|  | Number of Shares |  |  | Weighted- Average Grant-Date Fair Value |
Unvested, January 1, 2023 |  |  | 227,866 |  |  | $ | 185.57 |
Granted |  |  | 84,448 |  |  |  | 165.72 |
Vested |  |  | (11,970 | ) |  |  | 155.85 |
Forfeited |  |  | (91,791 | ) |  |  | 170.96 |
Unvested, December 31, 2023 |  |  | 208,553 |  |  | $ | 185.86 |
During the years ended December 31, 2023, 2022 and 2021, the Company granted 84,448, 100,621 and 77,086 performance units, respectively, of which 63,335, 75,465 and 42,291 units, respectively, are subject to performance-based vesting requirements and 21,113, 25,156 and 34,795 units, respectively, are subject to market-based vesting requirements, and which will vest over the terms described above. During the years ended December 31, 2023, 2022 and 2021, there were no ne, 1,268, and no ne incremental performance-based shares, respectively, that vested resulting from an increased vesting factor based on Company performance. The weighted average grant date fair value per unit of the performance unit awards granted was $165.72, $186.66 and $214.70 during the years ended December 31, 2023, 2022 and 2021, respectively, as determined by the Company’s common stock on date of grant for the units with performance-based vesting and a Monte-Carlo simulation for the units with market-based vesting. The grant date fair value of PSUs that vested during the year was $1.9 million for the year ended December 31, 2023, $1.9 million for the year ended December 31, 2022 and $1.1 million for the year ended December 31, 2021. The fair value of PSUs as of their respective vesting dates was $1.7 million for the year ended December 31, 2023, $1.8 million for the year ended December 31, 2021 and $2.0 million for the year ended December 31, 2021. For the years ended December 31, 2023, 2022 and 2021, the Company recorded, as compensation charges related to all performance stock units, selling, general and administrative expense of $2.6 million, $2.8 million and $8.0 million, respectively, cost of sales of $770,000, $940,000 and $1.3 million, respectively, and research and development expense of $1.2 million, $1.5 million and $2.1 million, respectively. In connection with the vesting of performance units during the years ended December 31, 2023, 2022 and 2021, 5,350, 5,082 and 3,881 shares, respectively, with aggregate fair values of $775,000, $826,000 and $875,000, respectively, were withheld in satisfaction of tax withholding obligations and are reflected as a financing activity within the Consolidated Statements of Cash Flows. As of December 31, 2023, the total unrecognized compensation expense related to performance unit awards was $12.9 million, which the Company expects to recognize over a weighted average period of 1.98 years. Employee Stock Purchase Plan On April 7, 2009, the Board of Directors of the Company adopted an Employee Stock Purchase Plan (ESPP). The ESPP was approved by the Company’s shareholders and became effective on June 25, 2009. The Company has reserved 1,000,000 shares of common stock for issuance under the ESPP. Unless terminated by the Board of Directors, the ESPP will expire when all reserved shares have been issued. Eligible employees may elect to contribute to the ESPP through payroll deductions during consecutive three-month purchase periods, the first of which began on July 1, 2009. Each employee who elects to participate will be deemed to have been granted an option to purchase shares of the Company’s common stock on the first day of the purchase period. Unless the employee opts out during the purchase period, the option will automatically be exercised on the last day of the period, which is the purchase date, based on the employee’s accumulated contributions to the ESPP. The purchase price will equal 85% of the lesser of the closing price per share of common stock on the first day of the period or the last business day of the period. Employees may allocate up to 10% of their base compensation to purchase shares of common stock under the ESPP; however, each employee may purchase no more than 12,500 shares on a given purchase date, and no employee may purchase more than $25,000 of common stock under the ESPP during a given calendar year. For the years ended December 31, 2023, 2022 and 2021, the Company issued 17,513, 17,057 and 9,156 shares, respectively, of its common stock under the ESPP, resulting in proceeds of $2.0 million, $1.6 million and $1.5 million, respectively. For the years ended December 31, 2023, 2022 and 2021, the Company recorded charges of $136,000, $107,000 and $93,000, respectively, to selling, general and administrative expense, $167,000, $141,000, $119,000, respectively, to cost of sales and $240,000, $224,000 and $188,000, respectively, to research and development expense, related to the ESPP equal to the amount of the discount and the value of the look-back feature. Scientific Advisory Board Awards During the years ended December 31, 2023 and 2022, the Company granted a total of 2,366 and 2,024 shares, respectively, of fully vested common stock to non-employee members of the Scientific Advisory Board for services performed in 2022 and 2021, respectively. The fair value of the shares issued to members of the Scientific Advisory Board was $300,000 for both years ended December 31, 2023 and 2022.

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