DEF 14A of Knowles Corp, Mar 15, 2024

DEF 14A of Knowles Corp

Filed Mar 15, 2024 · FY20230001587523-24-000033

Open on EDGAR

  1. Director Nominee Skills and Experience

    Director Nominee Skills and Experience The Board, in part through its delegation to the Governance and Nominating Committee, seeks to recommend qualified individuals to become members of the Board. The Board selects individuals as director nominees who, in the opinion of the Board, demonstrate the highest personal and professional integrity along with exceptional ability and judgment, who can serve as a sounding board for our CEO on planning and policy, and who will be most effective, in connection with the other directors and director nominees, in collectively serving the long-term interests of all our shareholders. The Board prefers nominees to be independent of the Company but believes it is desirable to have on the Board at least one representative of current management. In considering diversity in selecting director nominees, the Governance and Nominating Committee gives weight to the extent to which candidates would increase the effectiveness of the Board by broadening the mix of experience, knowledge, backgrounds, skills, ages and tenures represented among its members. The Board believes that diversity (inclusive of gender and race) should be a consideration in Board succession planning and recruiting, consistent with nominating only the most qualified candidates for the Board who bring the required skills, competencies and fit to the boardroom. Given the global reach and the complexity of businesses operated by Knowles, the Board also considers multi-industry and multi-geographic experience a significantly favorable characteristic. This blend of Board attributes is summarized in the chart below.

  2. Director Nominee Skills and Experience

    | DIRECTOR SKILLS AND EXPERTISE | | | | | | | | | | | Qualifications/Experience | Barnes | Brackett | Crowley | Hirsch | Li | Macleod | Niew | Shavers | Wishart | | Strategic Planning | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Global/International | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology Industry Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Expertise | ● | | | ● | ● | ● | ● | | ● | | Sales, Marketing and Brand Management | ● | ● | ● | | ● | | ● | | | | Engineering | | ● | ● | | ● | | ● | ● | | | Supply Chain | | ● | ● | | | ● | | | ● | | Investment Banking/ Capital Markets | ● | | ● | ● | | | | | ● | | Risk Management | ● | ● | | ● | ● | ● | ● | ● | | | Information Technology | | | | ● | ● | | | ● | | | Public Company Board | ● | | ● | ● | ● | ● | | ● | ● |

  3. Director Nominee Skills and Experience

    | DEFINITIONS | | | Strategic Planning: Leadership experience in formulating and accomplishing strategic objectives for an organization Global/International: Board leadership experience with multinational companies or in international markets Technology Industry Experience: Leadership experience with other companies in the technology industry, including an understanding of the competitive landscape and strategic positioning of the Company Financial Expertise: Significant experience in corporate finance or financial accounting Sales, Marketing and Brand Management: Expertise in sales, marketing, and brand management at a global scale and in local markets relevant to our business | Engineering: Experience in engineering or in leading research and development teams working on cutting edge innovations Supply Chain: Leadership experience at other companies with complex supply chains Investment Banking/ Capital Markets: Experience overseeing investment capital decisions and strategic investments Risk Management: Significant experience in enterprise risk management Information Technology: Experience in the management of information security or cybersecurity risks Public Company Board: Experience serving on the boards of other public companies |

  4. Nominees for Election to the Board

    Nominees for Election to the Board The Board of Directors, upon the recommendation of the Governance and Nominating Committee, has determined that Keith Barnes, Erania Brackett, Daniel Crowley, Didier Hirsch, Jane Li, Donald Macleod, Jeffrey Niew, Cheryl Shavers, and Michael Wishart meet the Board's standards for director qualifications and has nominated each of them to stand for election to the Board for one-year terms expiring at the 2025 Annual Meeting or until their respective successors are duly elected and qualified or their earlier removal, resignation or retirement. Mr. Macleod was scheduled to retire at the 2024 Annual Meeting in accordance with the board retirement age policy set forth in the Company's Corporate Governance Guidelines. However, in light of Mr. Macleod’s deep knowledge of the Company and the industry, and his invaluable contributions to the Board’s discussion of strategic alternatives for the Consumer MEMS Microphone (CMM) business and the Company’s on-going strategic transformation, upon recommendation of the Governance and Nominating Committee, the Board waived the retirement policy for Mr. Macleod and requested that he remain on the Board as Chairman for an additional year. Below we have provided a biography for each of the Board's nominees, including a description of the qualifications, experience, attributes and skills of each such nominee. The Board of Directors has determined that all of the Board's nominees with the exception of Mr. Niew qualify as independent directors under NYSE corporate governance listing standards and the Company's Standards for Director Independence (as defined below). All of the Board's nominees have consented to be named in this Proxy Statement and to serve as a director of the Company if elected. Proxies may not be voted for a greater number of persons than the number of nominees named in this Proxy Statement. The Board of Directors is not aware that any of its nominees will be unwilling or unable to serve as a director. However, if any of the Board's nominees is unable to serve or for good cause will not serve as a director, the Board of Directors may choose a substitute nominee. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by SEC rules. The persons named as proxies on the Company's proxy card will vote for the Company's remaining nominees and substitute nominees chosen by the Board. Process for Director Elections The enclosed proxy card enables a shareholder to vote "for" or "against" or "abstain" from voting as to each director nominated by the Board. If you vote "abstain" for any director nominee, as opposed to voting "for" or "against" any such director nominee, your shares voted as such will be counted for purposes of establishing a quorum, but will have no effect on the outcome of the vote on Proposal 1. Abstentions and broker non-votes will not constitute votes "for" or votes "against" Proposal 1 and will accordingly have no effect on the outcome of the vote on Proposal 1. Pursuant to our By-Laws, if an incumbent director nominee does not receive a majority of votes cast, such nominee will be required to tender his or her resignation for consideration by the Board, and the Board will then determine whether or not to accept the resignation. YOUR VOTE IS VERY IMPORTANT. To assure that your shares are represented at the 2024 Annual Meeting, we urge you to date, sign and return the enclosed proxy card promptly in the postage-paid envelope provided, or vote by telephone or the Internet as instructed on the proxy card, whether or not you plan to attend the 2024 Annual Meeting. The persons named as proxies intend to vote the proxies "FOR" the election of each of the Board's nine nominees, unless otherwise specified on the proxy card.

  5. Nominees for Election to the Board

    | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE FOLLOWING NOMINEES FOR DIRECTOR. |

  6. Nominees for Election to the Board

    Director Biographies

  7. Nominees for Election to the Board

    | Independent Age: 72 Director since: February 2014 Committee(s): Compensation (Chair); Governance and Nominating | KEITH BARNES Select Business Experience: Mr. Barnes is the retired Chairman and CEO of Verigy Pte. Ltd., a manufacturer of testing equipment for the semiconductor industry. Mr. Barnes served as CEO (from 2006 to 2010) and Chairman of the Board (from 2008 to 2011) of Verigy Ltd. He was formerly Chairman and CEO (from 2003 to 2006) of Electroglas, Inc. and CEO (from 1995 to 2001) of Integrated Measurement Systems, Inc. Before that, he was a division president at Cadence Design Systems, Inc., and prior thereto, division president of Valid Logic Systems, Inc. Other Board Experience: Mr. Barnes is a director (since 2011) and the current chairman of the compensation committee of Viavi Solutions Corporation as well as a director (since 2015) and the current chairman of the compensation committee of Rogers Corporation. Mr. Barnes was previously a director of Mentor Graphics Corporation (from 2012 to 2017). Skills and Qualifications: Mr. Barnes has extensive experience, including as a specialist in maximizing shareholder value and leading companies through initial public offerings, secondary offerings and debt financings. He has had leadership roles in successful spin offs, mergers and acquisitions. | | Independent Age: 50 Director since: May 2023 Committee(s): Compensation | ERANIA BRACKETT Select Business Experience: Ms. Brackett is Senior Vice President, Customer Experience, Orthodontic Aligner Solutions and Head of ESG for Dentsply Sirona Inc., a global company that develops, manufactures, and markets comprehensive solutions for the professional dental industry, including technologically-advanced dental equipment and healthcare consumable products. Ms. Brackett has served in that position since April 2023. Prior to that time she served as Senior Vice President and Chief Marketing Officer of Dentsply Sirona from August 2021 to March 2023. Prior to Dentsply Sirona, she worked at Medtronic plc, a medical technology company, as Vice President, Global Commercial Marketing, Patient Management, Cardiac Rhythm & Heart Failure division, from September 2020 to August 2021; as Senior Director, Patient Management Global Commercial Marketing, from May 2019 to September 2020; and as Senior Director, Global Hardware and Software Operations, from December 2017 to May 2019. Before joining Medtronic, Ms. Brackett worked at GE Healthcare, a medical technology subsidiary of General Electric, for 15 years and held various commercial and operational leadership roles. Skills and Qualifications: Ms. Brackett provides the Board with deep insights into the medical devices market through her over twenty years of experience in the medtech industry at leading global manufacturing companies. She is also an accomplished executive who brings extensive marketing and operational leadership experience to the Board. |

  8. Nominees for Election to the Board

    | Independent Age: 61 Director since: July 2022 Committee(s): Compensation | DANIEL J. CROWLEY Select Business Experience: Mr. Crowley is the Chairman, President and CEO of Triumph Group, Inc., a global company that designs, engineers, manufactures, repairs and overhauls a broad portfolio of aerospace and defense systems, components and structures, serving the global aviation industry. Mr. Crowley has served as Triumph's President and CEO since 2016 and as its Chairman since 2020. He previously served as a corporate Vice President and President of Integrated Defense Systems at Raytheon Company (now Raytheon Technologies Corporation) from 2013 until 2015, and as President of Raytheon’s Network Centric Systems division from 2010 until 2013. Prior to joining Raytheon, Mr. Crowley served as Chief Operating Officer of Lockheed Martin Aeronautics after holding a series of increasingly responsible assignments across its space, electronics, and aeronautics sectors. Other Board Experience: Mr. Crowley is a director of Triumph Group, Inc. (since 2016) and its Chairman (since 2020). Skills and Qualifications: Mr. Crowley is an accomplished CEO who brings extensive leadership, strategic thinking, operational efficiency, and product development experience to the Board, having held key leadership positions at several large, global manufacturing and industrial companies. He also provides the Board with deep insights into the defense market through his over three decades of experience in the aerospace and defense industry. | | Independent Age: 72 Director since: December 2014 Committee(s): Audit (Chair); Governance and Nominating | DIDIER HIRSCH Select Business Experience: Mr. Hirsch was the Senior Vice President and Chief Financial Officer (from 2010 to 2018) of Agilent Technologies, Inc. ("Agilent"), a global leader in life science, diagnostics and applied chemical markets, providing instruments, software, services and consumables for the entire laboratory workflow. Previously, he served as Agilent's Chief Accounting Officer (from 2007 to 2010), interim Chief Financial Officer (2010), Vice President, Corporate Controllership and Tax (from 2006 to 2010), Vice President and Controller (from 2003 to 2006) and Vice President and Treasurer (from 1999 to 2003). Prior to joining Agilent, Mr. Hirsch served in various financial capacities and roles at Hewlett-Packard Company (from 1989 to 1999). Other Board Experience: Mr. Hirsch is a director (since 2020) of Sophia Genetics S.A. In January 2024 he was elected to the board of Azenta, Inc. and serves as its Audit Committee Chair and a member of its Finance Committee. He was formerly a director (from 2012 to 2015) of International Rectifier Corporation and a director (from 2012 to 2021) of Logitech International S.A. Skills and Qualifications: Mr. Hirsch's qualifications to serve on our Board include his experience as Chief Financial Officer of a public company, his financial and risk management expertise, his experience on the boards of directors of several other public companies (including his service as chair of an audit committee), his international experience, his regulatory knowledge and his work with technology and semiconductor companies throughout his career. |

  9. Nominees for Election to the Board

    | Independent Age: 56 Director since: February 2018 Committee(s): Audit | YE JANE LI Select Business Experience: Ms. Li is a Strategic Advisor (since 2013) at Diversis Capital, LLC, a private equity firm that invests in middle-market companies. She was the Chief Operating Officer (from 2012 to 2015) at Huawei Enterprise USA, Inc., a company that markets IT products and solutions to datacenters and enterprises. Previously, Ms. Li served as the General Manager (from 2010 to 2012) at Huawei Symantec USA, Inc., a consultant (2009) to The Gores Group, a private equity firm focusing on the technology sector, and the Executive Vice President and General Manager (from 2004 to 2009) at Fujitsu Compound Semiconductor Inc. and its joint venture with Sumitomo Electric Industries, Ltd., Eudyna Devices Inc. Prior to 2004, Ms. Li held executive and management positions with NeoPhotonics Corporation, Novalux Inc. and Corning Incorporated. Other Board Experience: Ms. Li is a director of Semtech Corporation (since 2016), ServicePower (since 2017), and PDF Solutions, Inc. (since 2021). She was previously a director (from 2020 to 2023) of CTS Corporation and (from 1998 to 2001) of Women in Cable TV and Telecommunications, a non-profit organization promoting women's leadership in the Cable TV and Telecommunications industries. Skills and Qualifications: Ms. Li's qualifications to serve as a member of the Board include her senior executive level experience in a wide range of technology companies, from telecommunication components and systems, to semiconductor to IT and datacenters, representing a variety of market segments Knowles serves. Her background and experience also provide the Board with invaluable insights into Asian markets, which are important strategic markets for Knowles. | | Chairman of the Board Independent Age: 75 Director since: February 2014 Committee(s): Audit; Governance and Nominating | DONALD MACLEOD Select Business Experience: Mr. Macleod was the CEO (from 2009 to 2011) of National Semiconductor Corporation ("National Semiconductor"), an analog semiconductor company, until National Semiconductor was acquired by Texas Instruments Incorporated. Mr. Macleod joined National Semiconductor in 1978 and served in a variety of executive positions prior to becoming CEO, including Chief Operating Officer (from 2001 to 2009) and Chief Financial Officer (from 1991 to 2001). Other Board Experience: Mr. Macleod previously served as a director (from 2007 to 2019) of Broadcom Inc. (formerly, Avago Technologies Limited), Chairman (from 2012 to 2017) of the Board of Intersil Corporation and Chairman of the Board (from 2010 to 2011) of National Semiconductor. Skills and Qualifications: Mr. Macleod's qualifications to serve as a director include his strategic perspectives in product development and marketing and supply chain optimization and guiding financial performance developed through his more than 30 years of experience in senior management and executive positions in the semiconductor industry (both in Europe and the United States). As a member of the board of directors of several publicly-traded semiconductor companies, he has also gained substantial knowledge and understanding of how to successfully operate a technology company like Knowles. Furthermore, he brings significant accounting and finance qualifications and experience to the Board. Mr. Macleod is a member of the Institute of Chartered Accountants of Scotland. |

  10. Nominees for Election to the Board

    | Director President and CEO Age: 57 Director since: February 2014 | JEFFREY NIEW Select Business Experience: Mr. Niew is the President & CEO (since 2013) of Knowles. He was formerly the Vice President of Dover Corporation and President and CEO (from 2011 to February 2014) of Dover Communication Technologies. Mr. Niew joined Knowles Electronics LLC in 2000, and became Chief Operating Officer in 2007, President in 2008 and President and CEO in 2010. Prior to joining Knowles Electronics, Mr. Niew was employed by Littelfuse, Inc. (from 1995 to 2000) where he held various positions in product management, sales and engineering in the Electronic Products group, and by Hewlett-Packard Company (from 1988 to 1994) where he served in various engineering and product management roles in the Optoelectronics Group. Other Board Experience: Mr. Niew is a member of the Advisory Board of the University of Illinois College of Engineering. Mr. Niew stepped down from his position as a director of Advanced Diamond Technologies, Inc. in 2020, after serving in that role for over five years. Skills and Qualifications: Mr. Niew is Knowles' current CEO and the Board believes it is desirable to have on the Board at least one active management representative to facilitate the Board's access to timely and relevant information and its oversight of the Company's strategy, planning, performance and enterprise risks. Mr. Niew brings to the Board considerable management experience and a deep understanding of Knowles' markets and operating model which he gained during over 20 years in management positions at Knowles, including 16 years in senior management positions. His broad experience in all aspects of management and Knowles' products, technologies, customers, markets, operations and executive team enable him to give valuable input to the Board in matters involving business strategy, capital allocation, transactions and succession planning. | | Independent Age: 70 Director since: August 2017 Committee(s): Governance and Nominating (Chair); Compensation | DR. CHERYL SHAVERS Select Business Experience: Dr. Shavers has been the Chairman and CEO (since February 2001) of Global Smarts, Inc., a business advisory services company. She served as Under Secretary of Commerce for Technology (from 1999 to 2001) for the United States Department of Commerce after having served as its Under Secretary Designate in 1999. She has served on the Advisory Boards for E.W. Scripps Company and the Anita Borg Institute for Technology. She also has served in several engineering and managerial roles for Intel Corporation as well as Portfolio Manager of Microprocessor Products Group in Intel Capital prior to 1999. Other Board Experience: Dr. Shavers is a director (since 2018) of ITT Inc. and (since 2021) of Voyager Space Holdings. She was previously the Non-Executive Chairman (from 2001 to 2003) of BitArts Ltd., as well as a director of ATMI, Inc. (from 2006 to 2014), Rockwell Collins, Inc. (from 2014 to 2018) and Mentor Graphics Corporation (from 2016 to 2017). Skills and Qualifications: Dr. Shavers brings extensive leadership and operations experience as a CEO along with particular experience with developing technology plans and the transition of advanced technology into business opportunities. |

  11. Nominees for Election to the Board

    | Independent Age: 69 Director since: May 2020 Committee(s): Audit | MICHAEL WISHART Select Business Experience: Mr. Wishart has been the chief executive officer since 2015 of efabless corporation, an early-stage company offering an open platform and marketplace for community-based design of electronics. Mr. Wishart co-founded efabless in 2014 and has served on its board of directors since then. Mr. Wishart previously served as a managing director and advisory director of Goldman, Sachs & Co. from 1999 until he retired in June 2011. From 1991 to 1999, he served as managing director, including as head of the global technology investment banking group for Lehman Brothers. From 1978 to 1980 and from 1982 to 1991 he held various positions in the investment banking division at Smith Barney, Harris Upham & Co. Other Board Experience: Mr. Wishart served on the board of directors of Spansion Inc. from 2013 until 2015 and of Cypress Semiconductor Corporation from 2015 until 2020, and he currently serves on the board of OneD Material, a private company engaged in the technology transfer and licensing of proprietary silicon-graphite anode material to improve the performance of lithium ion batteries. In addition, Mr. Wishart is a venture partner at Tyche Partners, a venture capital firm focused on hardware-related companies, since 2015. Skills and Qualifications: Mr. Wishart brings strategy and leadership experience within the global technology industry and insights into capital markets that will benefit Knowles in driving sustainable growth and enhancing shareholder value. |

  12. Directors' Compensation

    Directors' Compensation We use a combination of cash and stock-based incentives to attract and retain qualified candidates to serve on the Board. In setting director compensation, we consider the significant amount of time that directors expend to fulfill their duties, the skill level required of the members of the Board and competitive practices among peer companies. Employee directors do not receive additional compensation for their service on the Board. If a director serves for less than a full calendar year, the compensation to be paid to that director may be prorated as deemed appropriate by the Compensation Committee. In October 2023, non-employee director compensation was set as follows: •Annual retainer of $235,000, payable $65,000 in cash and $170,000 in stock (with one-year cliff vesting provision); •Chairman of the Board — additional annual retainer of $70,000, payable in cash; •Committee Chairs — additional annual retainer of $25,000 for the Audit Committee Chair; $20,000 for the Compensation Committee Chair; and $12,500 for the Governance and Nominating Committee Chair, payable in cash; and •Committee Members (other than Committee Chairs) - additional annual retainer of $10,000 for service on the Audit Committee; $7,500 for service on the Compensation Committee; and $5,000 for service on the Governance and Nominating Committee, payable in cash. Non-employee directors also receive, at the time they are elected to the Board, a one-time stock grant valued at $170,000 with a three-year cliff vesting provision. Non-employee directors are also reimbursed for all reasonable travel and out-of-pocket expenses associated with attending Board and committee meetings and continuing education seminars. Each non-employee director serving as of the 2023 Annual Meeting received the stock portion of his or her annual retainer in the form of a grant of 10,373 RSUs on May 2, 2023, and these units convert into common stock on a one-for-one basis and vest (subject to continued service) on May 2, 2024. 2023 Director Compensation Table The following table shows information regarding the compensation earned or paid during 2023 to non-employee directors who served on the Board during the year. For information on the compensation paid to Mr. Niew, please see the "Summary Compensation Table" on page 45 of this Proxy Statement and the related tables and narratives under "Executive Compensation Discussion and Analysis" beginning on page 29 of this Proxy Statement, and under "Executive Compensation Tables" beginning on page 45 of this Proxy Statement. Mr. Niew does not receive any additional compensation for his service as a member of the Board.

  13. Directors' Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Keith Barnes | 90,000 | 170,013 | 260,013 | | Erania Brackett(2) | 69,712 | 333,473 | 403,185 | | Daniel Crowley | 72,500 | 170,013 | 242,513 | | Hermann Eul(3) | 72,500 | 170,013 | 242,513 | | Didier Hirsch | 94,750 | 170,013 | 264,763 | | Ye Jane Li | 75,000 | 170,013 | 245,013 | | Donald Macleod | 150,000 | 170,013 | 320,013 | | Cheryl Shavers | 85,000 | 170,013 | 255,013 | | Michael Wishart | 75,000 | 170,013 | 245,013 |

  14. Directors' Compensation

    (1)In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of RSUs granted to non-employee directors during 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation ("FASB ASC 718"). The grant date fair value is measured based on the closing price of our common stock on the date of grant. (2)Ms. Brackett was appointed to the Board in May 2023, and received the prorated stock portion of her compensation in the form of a grant of 10,109 RSUs that will vest on May 16, 2024. On May 16, 2023 Ms. Brackett also received an onboarding grant of 10,514 RSUs with a three-year cliff vesting provision. (3)Dr. Eul retired from the Board on January 1, 2024. In connection with his resignation and in recognition of his service and contributions to the Company, the vesting of a pro rata portion of Dr. Eul's outstanding and unvested restricted stock units was accelerated. As this accelerated vesting occurred in 2024, it is not reflected in the 2023 Directors' Compensation table above. 2023 Outstanding Stock Awards for Directors Table The following table shows the number of shares subject to outstanding stock awards as of December 31, 2023 held by each non-employee director.

  15. Directors' Compensation

    | Name | Number of Shares Subject to Outstanding Stock Awards as of 12/31/2023(1) | | Keith Barnes | 39,590 | | Erania Brackett | 20,623 | | Daniel Crowley | 28,188 | | Hermann Eul | 10,373 | | Didier Hirsch | 10,373 | | Ye Jane Li | 10,373 | | Donald Macleod | 20,729 | | Cheryl Shavers | 10,373 | | Michael Wishart | 10,373 |

  16. Directors' Compensation

    (1)Pursuant to the Non-employee Director Deferral Program each non-employee director may elect to defer the receipt of all (but not less than all) of the shares earned in a calendar year until termination of service as a non-employee director or, if earlier, until a specified date elected by the non-employee director that is at least one year and not more than 15 years after the date of grant. Under this deferral program, Mr. Barnes has deferred receipt of 29,217 shares, Ms. Brackett has deferred receipt of 20,623 shares, Mr. Crowley has deferred receipt of 28,188 shares, and Mr. Macleod has deferred receipt of 10,356 shares.

  17. Directors' Compensation

    | PROPOSAL 2 — | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  18. Directors' Compensation

    The Audit Committee has appointed PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm to audit the annual accounts of Knowles and its subsidiaries for the fiscal year ending December 31, 2024. PwC has audited the financial statements of the Company since 2013. Representatives of PwC are expected to be present at the 2024 Annual Meeting and will have the opportunity to make a statement if they desire to do so. The representatives will also be available to respond to questions at the 2024 Annual Meeting. Although shareholder ratification of PwC's appointment is not required by Knowles' By-Laws or otherwise, our Board is submitting the ratification of PwC's appointment for 2024 to Knowles' shareholders because we value our shareholders' views on our independent registered public accounting firm and as a matter of good corporate practice. The Audit Committee will consider the outcome of this vote in its decision to appoint an independent registered public accounting firm but is not bound by our shareholders’ vote. Even if the selection of PwC is ratified, the Audit Committee may change the appointment at any time during the year if it determines a change would be in the best interests of the Company and our shareholders. The persons named as proxies intend to vote the proxies "FOR" the ratification of the appointment of PwC as our independent registered public accounting firm for 2024, unless otherwise specified on the proxy card.

  19. Directors' Compensation

    | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF PwC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 |

  20. CD&A Quick Reference Guide

    | | Section | Starts from | | 1 | Executive Summary provides our 2023 business highlights and the context for our executive pay decisions. | Page 29 | | 2 | Executive Compensation Program Overview outlines our compensation philosophy, executive compensation structure, and emphasis on pay-for-performance. | Page 31 | | 3 | Elements of Executive Compensation describes the components of our compensation program and details regarding decisions made within each element. | Page 34 | | 4 | Compensation Program Governance summarizes the process utilized by our Compensation Committee in designing our executive compensation program. | Page 40 | | 5 | Other Compensation Topics describes severance and change-in-control benefits, employee benefits, and retirement plans. | Page 43 |

  21. Executive Compensation Program Overview

    | Long-Term Focus | Our compensation structure emphasizes long-term stock-based components, reinforcing a commitment to strategic, long-term goals and shareholder value creation. Short-term incentives are designed within the context of multi-year business plans, driving a sustained focus on growth. | | Pay for Performance | Variable compensation for senior leaders closely links to both individual and company performance metrics, including operational and financial outcomes. Payout is rooted in pre-defined objectives that reflect our overarching business strategies and priorities. | | Attract and Retain Key Talent | We provide competitive compensation programs that attract and retain talented executives with a strong track record of success, assuring a high performing and stable leadership team. We continue to monitor market trends and align compensation programs with market where relevant. | | Risk Mitigation | Use incentive compensation to promote desired behavior without encouraging unnecessary or excessive risk-taking. |

  22. Executive Compensation Program Overview

    | Pay Element | Purpose | Characteristics | | Base Salary (See page 34) | Rewards day-to-day performance and standard job duties. | Cash •Determined based on executive's responsibilities, performance, skills and experience relative to market data | | Annual Incentive ("AIP") (See page 35) | Designed to motivate and reward executives for achieving specific, pre-established financial and individual strategic goals. | Cash •Comprised of a company financial performance component, and an individual strategic objective component | | Long-Term Incentives ("LTIP" or "LTI") (See page 39) | Designed to motivate and reward executives' contributions to enhancing long-term shareholder value and the achievement of long-term business objectives. | Performance Stock Units (PSUs) •3-year relative total shareholder return ("r-TSR") against component companies in Russell 2000 Index •A holding period of one year following settlement of the PSUs Restricted Stock Units (RSUs) •Value realized depends on long-term stock price performance •Delivered in shares over three-year vesting period subject to continued employment |

  23. Executive Compensation Program Overview

    Pay-for-Performance Emphasis Pay-for-Performance is a core tenet of Knowles' executive compensation program. Knowles' focus on pay-for-performance is best demonstrated through the structure of our executive compensation program, where the majority of executive pay is at risk and variable, based on a combination of annual and long-term performance factors and Knowles' stock price performance. As shown below for 2023, 86% of Mr. Niew's TDC and, on average, 72% of the TDC for the other NEOs was at risk and variable. In addition, 70% of Mr. Niew's TDC and, on average, 53% of the TDC for the other NEOs was equity-based and, therefore, aligned with interests of shareholders. The LTIP is delivered through a mixture of performance share units ("PSUs") and restricted stock units ("RSUs") as shown below. Our Compensation programs are designed so that compensation outcomes for strong performance should pay above target, while outcomes where performance is below expectations should pay below target taking into consideration short-term financial targets and long-term shareholder value creation. The chart below demonstrates the strong linkage of our compensation design and pay-for-performance, by comparing the CEO's target and realizable TDC for the last three fiscal years. As a significant portion of the TDC is tied to LTIP award values, the difference between target and realizable TDC closely mirrors the stock price change between the grant date and the year-end. In addition, in years where financial performance was above expectations, as it was in 2021, cash incentive payout was above target, whereas in years financial performance was below expectation, cash incentive payout was reduced, as it was in 2022 and 2023. (1)Target base salary and AIP values are the target amounts for each year. Target LTI value for each year is based on the grant date value (calculated based on the grant date closing stock price) of equity granted in that year, where the value for PSUs assumes payout at 100%. The grant date closing stock price was $20.60 in 2021, $21.14 in 2022 and $19.09 in 2023. (2)Realizable base salary and AIP values are the actual amounts paid for each year. Note that the realized LTI values shown above do not align to what is reported in the Summary Compensation Table because realizable LTI value for each year is based on Knowles December 31, 2023 closing stock price of $17.91. The realizable value for PSUs granted in 2021 was adjusted to reflect the recent payout at 86.7% of target. The realizable value shown for PSUs granted in 2022 and 2023 (for which the performance period has not ended) assumes payout at 100%.

  24. Elements of Executive Compensation

    | 2023 Total Target Compensation by Element | | | | | | Executive | Base Salary | Target Annual Incentive | Long-Term Incentive | Total | | Jeffrey Niew | $750,000 | $900,000 | $3,900,000 | $5,550,000 | | John Anderson | $450,000 | $337,500 | $1,300,000 | $2,087,500 | | Raymond Cabrera | $350,000 | $210,000 | $600,000 | $1,160,000 | | Daniel Giesecke | $450,000 | $315,000 | $800,000 | $1,565,000 | | Robert Perna | $450,000 | $315,000 | $700,000 | $1,465,000 |

  25. Structure

    | Components | 2023 Key Factors | | | Financial Performance Bonus 80% of Total | | •Based on performance measured against weighted individual business segments' financial goals established at the beginning of the fiscal year. The AIP payout is weighted 35% MSA, 35% PD, and 30% CMM. •MSA and PD financial goal elements were Adjusted EBIT Margin (35%), Revenue (35%), and Free Cash Flow Margin (30%). CMM financial goal elements were Non-GAAP Gross Margin (35%), Revenue (35%), and Free Cash Flow Margin (30%). •Payout determined by comparing performance against three levels: threshold (25% payout), target (100% payout), and maximum (200% payout) (1) •Corporate financial performance payout is capped at 50% of target if company-wide adjusted EBIT is below a pre-established threshold | | Individual Strategic Objectives Bonus 20% of Total | | •Measured against individual performance criteria •Each NEO’s payout was determined by comparing individual performance against specific individual goals set at the beginning of 2023 •Payouts can range from 0% to 200% depending on the NEO’s performance against individual strategic objectives |

  26. Target Amounts

    Target Amounts The NEOs' annual incentive targets are defined as a percentage of their base salaries and are determined based on each individual's responsibilities, skills, and experience as compared with relevant market data. For 2023, the Compensation Committee approved increases in the annual incentive target as a percent of salary for Mr. Anderson from 70% to 75% and for Mr. Perna from 60% to 70%. The incentive target as a percent of salary for other NEOs did not change; however, Mr. Niew’s target dollar value increased due to his base salary increase. The following table compares each executive's 2022 and 2023 annual incentive targets.

  27. Target Amounts

    | Executive | 2022 Annual Incentive Target | | 2023 Annual Incentive Target | | | | % of Salary | $ | % of Salary | $ | | Jeffrey Niew | 120% | $870,000 | 120% | $900,000 | | John Anderson | 70% | $315,000 | 75% | $337,500 | | Raymond Cabrera | 60% | $210,000 | 60% | $210,000 | | Daniel Giesecke | 70% | $315,000 | 70% | $315,000 | | Robert Perna | 60% | $270,000 | 70% | $315,000 |

  28. Annual Incentive Plan Results

    Annual Incentive Plan Results Financial Performance The Compensation Committee set the 2023 annual financial and individual strategic incentive targets to be reasonably achievable with strong management performance. Maximum performance levels were designed to be difficult to achieve in light of historical performance and the company business forecast. The following table outlines our 2023 annual financial incentive goals, and actual performance as measured against those goals for our MSA business segment. MSA's financial results represent 35% of the total AIP payout for our NEOs.

  29. Annual Incentive Plan Results

    | Performance Measure1 | Goals | | | | Results as a % of Target | | | Threshold (25%) | Target (100%) | Maximum (200%) | Actual results | | | Revenue ($M) | $207.0 | $230.0 | $248.4 | $230.0 | 123.2% for all NEOs | | Adj. EBIT Margin | 30.3% | 37.9% | 45.5% | 38.6% | | | FCF Margin | 28.2% | 35.2% | 42.2% | 39.8% | |

  30. Annual Incentive Plan Results

    __________ (1) See Appendix C for a reconciliation of Adjusted EBIT Margin and Free Cash Flow Margin to the most directly comparable GAAP measure. The following table outlines our 2023 annual financial incentive goals, and actual performance as measured against those goals for our PD business segment. For AIP purposes, financial results attributable to the Cornell Dubilier business, which we acquired in November 2023, have been excluded from PD's financial results. PD's financial results represent 35% of the total AIP payout for our NEOs.

  31. Annual Incentive Plan Results

    | Performance Measure1 | Goals | | | | Results as a % of Target | | | Threshold (25%) | Target (100%) | Maximum (200%) | Actual results | | | Revenue ($M) | $236.3 | $262.6 | $283.6 | $201.1 | 0.0% for all NEOs | | Adj. EBIT Margin | 21.9% | 27.4% | 32.9% | 18.8% | | | FCF Margin | 18.6% | 23.2% | 27.8% | 19.1% | |

  32. Annual Incentive Plan Results

    __________ (1) See Appendix C for a reconciliation of Adjusted EBIT Margin and Free Cash Flow Margin to the most directly comparable GAAP measure. The following table outlines our 2023 annual financial incentive goals, and actual performance as measured against those goals for our CMM business segment. In response to uncertain market conditions at the beginning of the performance period, CMM's goals were established as first half (January through June) and second half (July through December). Emphasis was on the second half, which was weighted at 70%, and the full-year target payout was capped at approximately 80% of target and the full-year maximum payout was capped at approximately 130% of target. For AIP purposes, financial results attributable to our Intelligent Audio product line have been excluded from CMM's financial results. CMM's financial results represent 30% of the total AIP payout for our NEOs.

  33. Annual Incentive Plan Results

    | Performance Period | Performance Measure1 | Goals | | | | Period Results as a % of Target | Full Year Results as a % of Target | | | | Threshold (25%) | Target (100%) | Maximum (200%) | Actual results | | | | January - June | Revenue ($M) | $108.0 | $120.0 | $129.6 | $108.8 | 32.2% | 89.0% for all NEOs | | | Non-GAAP Gross Profit Margin | 18.2% | 22.7% | 27.2% | 24.2% | | | | | FCF Margin | 1.8% | 2.2% | 2.9% | 3.3% | | | | Performance Period | Performance Measure1 | Goals | | | | Period Results as a % of Target | | | | | Threshold (25%) | Target (70%) | Maximum (100%) | Actual results | | | | July - December | Revenue ($M) | $126.9 | $141.0 | $170.0 | $145.3 | 56.8% | | | | Non-GAAP Gross Profit Margin | 22.7% | 28.4% | 34.1% | 28.3% | | | | | FCF Margin | 17.8% | 22.2% | 26.6% | 30.4% | | |

  34. Annual Incentive Plan Results

    (1) For AIP purposes, CMM's Non-GAAP Gross Profit Margin results exclude a gain on the sale of certain fixed assets. See Appendix C for a reconciliation of Non-GAAP Gross Profit Margin and Free Cash Flow Margin to the most directly comparable GAAP measure. In addition to the above financial goals, there is an Adjusted EBIT threshold that must be met or the corporate financial payout is capped at 50% of target. For 2023, the Adjusted EBIT threshold was $105.0 million. The actual Adjusted EBIT, for purposes of assessing performance against annual incentive goals, was approximately $103.2 million (which excludes approximately $2.6 million in Adjusted EBIT attributable to Cornell Dubilier, which we acquired in November 2023). Therefore, the corporate financial payout was capped at 50% for all NEOs.

  35. Annual Incentive Plan Results

    | | BU Performance | | BU Weighting | | Weighted Performance | | MSA | 123.2% | × | 35% | = | 43.1% | | PD | 0.0% | × | 35% | = | 0.0% | | CMM | 89.0% | × | 30% | = | 26.7% | | Overall Company Financial Payout (before applying cap) | | | | | 69.8% | | Overall Company Financial Payout (cap override) | | | | | 50.0% |

  36. Annual Incentive Plan Results

    The financial component payouts for each NEO are detailed in the table below.

  37. Annual Incentive Plan Results

    | Executive | 2023 Financial Performance (80% weighted) | | | | | | | | | Target Annual Incentive | × | Financial Component Weighting | × | Payout % | = | Payout $ | | Jeffrey Niew | 900,000 | | 80% | | 50.0% | | $360,000 | | John Anderson | 337,500 | | 80% | | 50.0% | | $135,000 | | Raymond Cabrera | 210,000 | | 80% | | 50.0% | | $84,000 | | Daniel Giesecke | 315,000 | | 80% | | 50.0% | | $126,000 | | Robert Perna | 315,000 | | 80% | | 50.0% | | $126,000 |

  38. Annual Incentive Plan Results

    Individual Strategic Objectives NEOs’ individual strategic objectives are determined based on specific goals at the beginning of the year. The Compensation Committee believes that the individual strategic objectives for each of the NEOs support Knowles' long-term strategic objectives and are indicators of their success in fulfilling their responsibilities to the Company. The set performance levels for these individual strategic objectives were designed to be achievable yet demand strong and consistent performance from each NEO. Summaries of the specific individual strategic objectives for Mr. Niew and the other NEOs are outlined in the table below:

  39. Annual Incentive Plan Results

    | Executive | 2023 Individual Strategic Objectives | | Jeffrey Niew | •Corporate Development (10%) •Shareholder engagement (10%) | | John Anderson | •Execute capital deployment strategy (10%) •Shareholder engagement (10%) | | Raymond Cabrera | •Achieve strategic global human resources goals and execute the Company's Diversity, Equity & Inclusion strategy (10%) •Achieve strategic global information technology goals (10%) | | Daniel Giesecke | •Achieve global operations value creation targets (6%) •Factory optimization (6%) •Maximize consolidated free cash flow (8%) | | Robert Perna | •Support capital allocation and business segment strategic objectives (10%) •Achieve key legal department operating goals (5%) •Support business unit strategic and ESG initiatives (5%) |

  40. Annual Incentive Plan Results

    Each personal objective is given a rating from "Did Not Achieve" to "Far Exceeded," with corresponding payouts levels as below:

  41. Annual Incentive Plan Results

    | Individual Strategic Objectives Rating | 2023 Payout Level | | Far Exceeded | 200% | | Exceeded | 150% | | Target | 100% | | Achieved Most Not All | 50% | | Did Not Achieve | 0% |

  42. Annual Incentive Plan Results

    The CEO recommended, and the Compensation Committee approved, the 2023 individual performance and payout levels for each of the NEOs other than himself. The Compensation Committee met with the CEO in January 2024 to evaluate his performance against his strategic objectives. The Compensation Committee determined the individual performance for the CEO and recommended the CEO’s payout level to the independent directors. The individual component payouts for each NEO are detailed in the table below.

  43. Annual Incentive Plan Results

    | Executive | | 2023 Individual Strategic Objectives (20% weighted) | | | | | | | | | Overall Rating | Target Annual Incentive | × | Individual Component Weighting | × | Payout % | = | Payout $ | | Jeffrey Niew | Target | $900,000 | | 20% | | 100% | | $180,000 | | John Anderson | Target | $337,500 | | 20% | | 100% | | $67,500 | | Raymond Cabrera | Target | $210,000 | | 20% | | 100% | | $42,000 | | Daniel Giesecke | Target | $315,000 | | 20% | | 100% | | $63,000 | | Robert Perna | Target | $315,000 | | 20% | | 100% | | $63,000 |

  44. Annual Incentive Plan Results

    2023 AIP Payout The table below presents the target annual incentive amounts, the payouts for both financial and individual components, as well as the total payout relative to target annual incentive.

  45. Annual Incentive Plan Results

    | Executive | | 2023 Annual Incentive Payout | | | | | | 2023 Annual Incentive Target | Financial Payout | Individual Payout | Total Payout | Total Payout (% of Target) | | Jeffrey Niew | $900,000 | 360,000 | $180,000 | $540,000 | 60.0% | | John Anderson | $337,500 | 135,000 | $67,500 | $202,500 | 60.0% | | Raymond Cabrera | $210,000 | 84,000 | $42,000 | $126,000 | 60.0% | | Daniel Giesecke | $315,000 | 126,000 | $63,000 | $189,000 | 60.0% | | Robert Perna | $315,000 | 126,000 | $63,000 | $189,000 | 60.0% |

  46. Annual Incentive Plan Results

    Long-Term Incentives The Company's Long-Term Incentive Plan ("LTIP") is designed to motivate and reward executives' contributions to enhancing long-term shareholder value and the achievement of long-term business objectives. The value of the 2023 annual long-term incentive grants is based on each executive's responsibilities, skills, and experience as compared with relevant market data. Consistent with the prior two years, the 2023 LTIP was delivered through a mixture of performance share units and restricted stock units as shown below. Since 2020, we have used the same PSU award design, using a 3-year relative total shareholder return ("r-TSR") as the sole measure. Knowles relative TSR percentile is determined by ranking the component companies of the Russell 2000 Index (including us) from the highest to the lowest according to their respective TSR for the performance period, then calculating our TSR percentile ranking relative to other companies among the group. Payment is delivered in common stock shares and follows the below schedule:

  47. Annual Incentive Plan Results

    | Knowles' Relative TSR Ranking | PSU Payout % | | 75th percentile or higher | 225% | | 50th percentile | 100% | | 25th percentile | 25% | | Below 25th percentile | 0% |

  48. Annual Incentive Plan Results

    If the Company’s TSR at the end of the performance period is negative, then the maximum payout shall be limited to 100% of target PSUs. The r-TSR payout for any ranking that is not indicated in the above table will be interpolated linearly using the two closest data points in the above table. A holding period of one-year is required following settlement of the PSUs. In addition, the maximum value of the PSUs paid is capped at five times the target number of PSUs multiplied by the original grant date closing price.

  49. 2021 PSU Payout

    2021 PSU Payout The performance period for the PSUs awarded in 2021 completed on February 1, 2024. By the end of performance period for the 2021 PSUs, our relative TSR ranking was at 46th percentile, resulting in a payout of 86.7%. The Committee certified the 2021 PSU awards final payout to our NEOs as the table shows below:

  50. 2021 PSU Payout

    | Executive | Number of PSUs Granted | Payout % | Payout Shares | | Jeffrey Niew | 98,786 | 86.7% | 85,647 | | John Anderson | 24,272 | 86.7% | 21,044 | | Raymond Cabrera | 14,563 | 86.7% | 12,626 | | Daniel Giesecke | 19,417 | 86.7% | 16,835 | | Robert Perna | 16,990 | 86.7% | 14,730 |

  51. 2023 LTIP Grants

    2023 LTIP Grants The following table compares the annual equity awards granted to NEOs in 2022 and in 2023. The 2023 PSUs and RSUs were granted to the NEOs on February 6, 2023. Following a review of market data and taking into consideration company and individual performance, as well as equity grant levels among executives, the Committee decided to increase the LTIP award target value for Mr. Niew from $3,700,000 to $3,900,000, and for Mr. Anderson from $1,200,000 to $1,300,000 to better align with the peer group median. The other NEOs' LTI target values remain unchanged from 2022.

  52. 2023 LTIP Grants

    | Executive | 2022 Annual Grants | | | 2023 Annual Grants | | | | | RSUs | PSUs | Total | RSUs (1) | PSUs (1) | Total | | Jeffrey Niew | $1,665,000 | $2,035,000 | $3,700,000 | $1,755,000 | $2,145,000 | $3,900,000 | | John Anderson | $600,000 | $600,000 | $1,200,000 | $650,000 | $650,000 | $1,300,000 | | Raymond Cabrera | $300,000 | $300,000 | $600,000 | $300,000 | $300,000 | $600,000 | | Daniel Giesecke | $400,000 | $400,000 | $800,000 | $400,000 | $400,000 | $800,000 | | Robert Perna | $350,000 | $350,000 | $700,000 | $350,000 | $350,000 | $700,000 |

  53. 2023 LTIP Grants

    __________ (1)Reflects target value of awards on the date of grant. Amounts shown in the "Stock Awards" column of the Summary Compensation Table represent grant date fair value determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation.

  54. Compensation Program Governance

    | ☑ What We Do | ☒ What We Don't Do | | ✔We deliver a significant portion of total compensation in the form of equity with PSUs as a component of the LTIP to further align compensation with the Company’s long-term business plan. ✔Payouts for cash incentives and PSUs are capped. ✔We have multi-year vesting periods for equity awards. ✔We perform market comparisons of executive compensation against a relevant peer group. ✔We use an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the company. ✔We have double-trigger vesting for equity awards in the event of a change-in-control. ✔We maintain stock ownership guidelines (CEO: 4x base salary; Other NEOs 2x base salary). ✔We maintain a formal incentive clawback policy. ✔The Compensation Committee regularly meets in executive session without any members of management present. ✔We hold an annual “say on pay” vote. ✔We maintain an annual shareholder engagement process. | ×We do not allow repricing of underwater stock options without shareholder approval. ×We do not allow hedging, short sales or pledging of our securities by directors or executive officers. ×We do not provide for tax gross-ups upon a change-in-control. ×We do not have employment contracts. ×We do not provide excessive perquisites. |

  55. Compensation Program Governance

    Compensation Planning Cycle This chart below summarizes the key activities the Compensation Committee conducts throughout the year. Role of the Compensation Committee The Compensation Committee, together with the other independent directors, is responsible for structuring our compensation program and approving the compensation of the CEO and other NEOs, among other duties expressed in its charter. The Compensation Committee makes these approvals based on its review of the company and individual performance, input from the CEO with respect to the NEOs other than himself (detailed in this CD&A) and the advice of its independent advisor. Two other key inputs to the Compensation Committee's decision-making process are the current status of the Company's business strategy and the feedback we receive from our shareholders. Independent Advisor to the Compensation Committee The Compensation Committee engages Compensia, Inc. ("Compensia") as its independent advisor. Compensia's duties include: •CEO pay analysis; •Peer group review; •Independent director compensation review; •Incentive program design; and •Advising on compensation trends and changes in regulation. Compensia has been retained by and reports directly to the Compensation Committee. The Compensation Committee assessed Compensia's independence in light of the SEC requirements and NYSE listing standards and determined that Compensia's work did not raise any conflict of interest or independence concerns. Role of Management The CEO makes compensation recommendations to the Compensation Committee for the NEOs other than himself, based on an assessment of individual and corporate performance. Management personnel prepare compensation information and performance assessments for the Compensation Committee. Compensation Peer Group and Market Data The Compensation Committee periodically examines market data to evaluate pay levels, pay practices and other compensation decisions. This market data review includes corresponding pay levels and pay practices employed at a peer group of similarly-sized companies in similar lines of business to the Company and which compete in similar markets for business or talent. The Compensation Committee does not believe it is appropriate to establish compensation levels based only on market practices. For each element of compensation, the Compensation Committee uses the median of the peer group as a reference point, while also considering other factors (e.g., Knowles' financial performance, individual roles and responsibilities and the overall mix of compensation). The Compensation Committee considers the following general criteria in selecting the compensation peer group: •Companies that are publicly-traded in the U.S.; •Companies in the same or similar lines of business; •Companies that serve similar customers; and •Companies with revenue of approximately 0.5x to 2.0x Knowles' revenue and within a reasonable size range of Knowles with respect to other financial and operating metrics, such as market capitalization and earnings before interest and taxes. As part of its ongoing review of the executive compensation peer group, the Compensation Committee regularly assesses the peer group against the above criteria and periodically approves updates to the peer group. In July 2022, the Compensation Committee reviewed the peer group in preparation for 2023 compensation decisions and agreed to add Cohu to the peer group. The following peer group was used for 2023 NEO compensation decisions.

  56. Compensation Program Governance

    | 2023 Compensation Peer Group | | | ADTRAN Alpha and Omega Semiconductor Cirrus Logic Cohu CTS Diodes Extreme Networks FormFactor MACOM Technology Solutions MaxLinear | Methode Electronics NetScout Systems OSI Systems Power Integrations Ribbon Communications Rogers Corporation Semtech SMART Global Holdings Synpatics Viavi Solutions |

  57. Other Compensation Topics

    Other Compensation Topics Severance and Change-in-Control Benefits Knowles does not offer employment contracts to any of its NEOs; however, NEOs participate in the Knowles' Executive Severance Plan (the "Severance Plan") and Senior Executive Change-In-Control Severance Plan (the "CIC Severance Plan"). We believe these plans help accomplish Knowles' objective of attracting and retaining talented executives and reduce the need to negotiate individual severance arrangements with departing executives. The Compensation Committee also believes the CIC Severance Plan promotes management independence and helps retain, stabilize, and focus executives in the event of a potential change-in-control. For further information regarding these plans and a quantification of the compensation to be received under these plans in the event of a change-in-control or termination of an NEO's employment as of December 31, 2023, please see "2023 Potential Payments upon Termination or Change-in-Control" on page 51 of this Proxy Statement. Benefits Our global benefits philosophy is to provide NEOs with protection and security through health and welfare, retirement, disability insurance and life insurance programs. The NEOs are eligible to participate in the same retirement and benefit plans that are generally available to Knowles' employees. The Company provides eligible NEOs with executive life insurance, which we believe is consistent with both peer and competitive pay practices, and is available to us at a reasonable group cost. In addition, executives are also eligible to receive expatriate and relocation benefits in accordance with the Company's policies. Generally, it is the Compensation Committee's philosophy not to provide perquisites to our NEOs except in very limited circumstances. Knowles reimburses each NEO for an annual physical examination in order to lower the risk that undiagnosed health issues may have on leadership continuity. Knowles executives also have access to tickets to sporting events, which the executives primarily use to recognize and reward their team members. Retirement and Pension Benefits Our executive officers are entitled to participate in the same defined contribution retirement plan that is generally available to all of our eligible employees. We make matching contributions to eligible participants' retirement plan accounts based on a percentage of their eligible compensation under applicable rules. We believe that this retirement program permits our executives to save for their retirement in a tax-effective manner. Deferred Compensation Plan In addition, our executive officers and other select management employees are eligible to participate in the Knowles Deferred Compensation Plan, which permits the deferral of base salary, annual bonus, RSUs and PSUs. Knowles implemented the deferred compensation plan to provide a market competitive benefit and help facilitate retirement savings for participants in a cost- and tax-effective way for the company.

  58. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding 2023 and, to the extent required under SEC executive compensation disclosure rules, 2022 and 2021 compensation for each of our NEOs.

  59. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) | | Jeffrey Niew President & Chief Executive Officer | 2023 | 747,596 | 5,097,770 | — | 540,000 | 2,800 | 23,408 | 6,411,574 | | | 2022 | 717,789 | 4,545,197 | — | 174,000 | — | 21,629 | 5,458,615 | | | 2021 | 650,000 | 7,328,950 | — | 1,000,000 | — | 20,314 | 8,999,264 | | John Anderson Senior Vice President & Chief Financial Officer | 2023 | 450,000 | 1,662,953 | — | 202,500 | 500 | 20,795 | 2,336,748 | | | 2022 | 446,539 | 1,449,185 | — | 63,000 | — | 15,250 | 1,973,974 | | | 2021 | 414,000 | 2,029,762 | — | 394,592 | — | 14,500 | 2,852,854 | | Raymond Cabrera Senior Vice President, Human Resources & Chief Administrative Officer | 2023 | 350,000 | 767,521 | — | 126,000 | 100 | 22,353 | 1,265,974 | | | 2022 | 348,558 | 724,592 | — | 42,000 | — | 21,103 | 1,136,253 | | | 2021 | 333,422 | 1,217,846 | — | 263,632 | — | 16,058 | 1,830,958 | | Daniel Giesecke Senior Vice President & Chief Operating Officer | 2023 | 450,000 | 1,023,345 | — | 189,000 | — | 18,286 | 1,680,631 | | | 2022 | 445,193 | 966,106 | — | 63,000 | — | 17,036 | 1,491,335 | | | 2021 | 400,000 | 1,581,823 | — | 395,248 | — | 16,286 | 2,393,357 | | Robert Perna Senior Vice President, General Counsel & Secretary | 2023 | 450,000 | 895,433 | — | 189,000 | — | 20,795 | 1,555,228 | | | 2022 | 448,077 | 845,349 | — | 54,000 | — | 19,545 | 1,366,971 | | | 2021 | 430,000 | 1,405,661 | — | 338,393 | — | 18,495 | 2,192,549 |

  60. Summary Compensation Table

    __________ (1)The amounts reported in this column represent the aggregate grant date fair value of restricted stock units and performance share units, each calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”), but excluding the effect of estimated forfeitures. The amounts do not correspond to the actual value that might be realized by the NEOs. See Note 14 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating the amounts reported. The amounts included for the PSUs granted in February 2023 are calculated based on the probable satisfaction of the performance conditions for such awards as of the grant date. Assuming the highest level of performance is achieved for the PSUs, the maximum grant date fair value of the 2023 PSUs would be as follows: Mr. Niew: $7,521,233; Mr. Anderson: $2,279,156; Mr. Cabrera: $1,051,922; Mr. Giesecke: $1,402,542; and Mr. Perna: $1,227,233. (2)The 2023 amounts represent the annual incentive bonus received by each NEO under the Knowles Annual Incentive Plan based on performance in 2023 as determined by the Compensation Committee. The annual incentive plan is discussed in our CD&A beginning on page 35 of this Proxy Statement and the estimated possible threshold, target, and maximum amounts for the incentive awards are reflected in the table “Grants of Plan-Based Awards in 2023” on page 47 of this Proxy Statement. (3)Amounts represent changes in the present value of accumulated benefits under the Knowles Pension Replacement Plan, which is described below under "Knowles Pension Replacement Plan" on page 50 of this Proxy Statement. (4)Amounts included in this column for 2023 are set forth by category in the “2023 All Other Compensation Table” below. 2023 All Other Compensation Table

  61. Summary Compensation Table

    | Name | 401(k) Match ($) | Executive Life Insurance ($) | Physical Examination ($) | Total ($) | | Jeffrey Niew | 16,500 | 6,908 | — | 23,408 | | John Anderson | 16,500 | — | 4,295 | 20,795 | | Raymond Cabrera | 16,500 | 1,558 | 4,295 | 22,353 | | Daniel Giesecke | 16,500 | 1,786 | — | 18,286 | | Robert Perna | 16,500 | — | 4,295 | 20,795 |

  62. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table shows information regarding the awards made to our NEOs in 2023.

  63. Grants of Plan-Based Awards in 2023

    | Name | Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (1) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jeffrey Niew | Restricted Stock Units(2) | 2/6/2023 | | | | | | | 91,933 | 1,755,001 | | | Performance Share Units(3) | 2/6/2023 | | | | 28,091 | 112,362 | 252,815 | | 3,342,770 | | | Annual Incentive Plan(4) | | 54,000 | 900,000 | 1,800,000 | | | | | | | John Anderson | Restricted Stock Units(2) | 2/6/2023 | | | | | | | 34,049 | 649,995 | | | Performance Share Units(3) | 2/6/2023 | | | | 8,512 | 34,049 | 76,610 | | 1,012,958 | | | Annual Incentive Plan(4) | | 20,250 | 337,500 | 675,000 | | | | | | | Raymond Cabrera | Restricted Stock Units(2) | 2/6/2023 | | | | | | | 15,715 | 299,999 | | | Performance Share Units(3) | 2/6/2023 | | | | 3,929 | 15,715 | 35,359 | | 467,521 | | | Annual Incentive Plan(4) | | 12,600 | 210,000 | 420,000 | | | | | | | Daniel Giesecke | Restricted Stock Units(2) | 2/6/2023 | | | | | | | 20,953 | 399,993 | | | Performance Share Units(3) | 2/6/2023 | | | | 5,238 | 20,953 | 47,144 | | 623,352 | | | Annual Incentive Plan(4) | | 18,900 | 315,000 | 630,000 | | | | | | | Robert Perna | Restricted Stock Units(2) | 2/6/2023 | | | | | | | 18,334 | 349,996 | | | Performance Share Units(3) | 2/6/2023 | | | | 4,584 | 18,334 | 41,252 | | 545,437 | | | Annual Incentive Plan(4) | | 18,900 | 315,000 | 630,000 | | | | | |

  64. Grants of Plan-Based Awards in 2023

    __________ (1)The amounts reported in this column represent the aggregate grant date fair value of restricted stock units and performance share units, each calculated in accordance with FASB ASC Topic 718, but excluding the effect of estimated forfeitures. The amounts do not correspond to the actual value that might be realized by the NEOs. (2)This RSU grant was made as part of the 2023 annual long-term incentive grant process. These RSUs vest in three equal installments (subject to rounding of partial shares) each year on the anniversary of the grant date, subject to the NEO's continued employment through the applicable vesting date. (3)This PSU grant was made as part of the 2023 annual long-term incentive grant process. The PSUs will be paid out in shares of Knowles common stock at the end of the three-year performance period based on Knowles relative total shareholder return performance ranked against the component companies of the Russell 2000 Index during the 2023 to 2026 performance period. The threshold, target and maximum amounts assume 25%, 100% and 225%, respectively, satisfaction of the PSU goals. (4)The amounts shown in this row reflect the potential payout at threshold, target and maximum for 2023 performance under the Knowles Annual Incentive Plan (the "AIP"). The actual AIP award amount for the 2023 performance year paid in February 2024 is disclosed in the Summary Compensation Table in the column “Non-Equity Incentive Plan Compensation” for each NEO.

  65. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table provides information about equity awards made to the NEOs that are outstanding as of December 31, 2023, including outstanding stock option awards, unvested RSUs, and unvested PSUs held by each of the NEOs.

  66. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or Payout Value of unearned shares, units or other rights that have not vested ($)(1) | | Jeffrey Niew | 156,018 | | 19.28 | 02/15/2024 | | | 98,786(5) | 1,769,257 | | | 157,699 | | 14.29 | 02/15/2025 | 26,942(2) | 482,531 | 96,263(6) | 1,724,070 | | | 136,656 | | 16.07 | 02/19/2026 | 52,508(3) | 940,418 | 112,362(7) | 2,012,403 | | | 142,857 | | 16.77 | 02/09/2027 | 91,933(4) | 1,646,520 | | | | John Anderson | 34,825 | | 19.28 | 02/15/2024 | | | 24,272(5) | 434,712 | | | 46,382 | | 14.29 | 02/15/2025 | 8,091(2) | 144,910 | 28,382(6) | 508,322 | | | 40,193 | | 16.07 | 02/19/2026 | 18,922(3) | 338,893 | 34,049(7) | 609,818 | | | 42,017 | | 16.77 | 02/09/2027 | 34,049(4) | 609,818 | | | | Raymond Cabrera | 18,574 | | 19.28 | 02/15/2024 | | | 14,563(5) | 260,823 | | | 27,829 | | 14.29 | 02/15/2025 | 4,855(2) | 86,953 | 14,191(6) | 254,161 | | | 24,116 | | 16.07 | 02/19/2026 | 9,461(3) | 169,447 | 15,715(7) | 281,456 | | | 25,210 | | 16.77 | 02/09/2027 | 15,715(4) | 281,456 | | | | Daniel Giesecke | 27,860 | | 19.28 | 02/15/2024 | | | 19,417(5) | 347,758 | | | 34,787 | | 14.29 | 02/15/2025 | 6,473(2) | 115,931 | 18,921(6) | 338,875 | | | 30,145 | | 16.07 | 02/19/2026 | 12,614(3) | 225,917 | 20,953(7) | 375,268 | | | 31,513 | | 16.77 | 02/09/2027 | 20,953(4) | 375,268 | | | | Robert Perna | 26,718 | | 17.39 | 05/12/2026 | 5,664(2) | 101,442 | 16,990(5) | 304,291 | | | 29,412 | | 16.77 | 02/09/2027 | 11,038(3) | 197,691 | 16,556(6) | 296,518 | | | | | | | 18,334(4) | 328,362 | 18,334(7) | 328,362 |

  67. Outstanding Equity Awards at Fiscal Year-End 2023

    __________ (1)Based on a December 31, 2023 closing Knowles stock price of $17.91 per share. (2)The remaining RSUs subject to this award vested on February 8, 2024. (3)One-half of the remaining RSUs subject to this award vested on February 7, 2024, and the other half is scheduled to vest on February 7, 2025, provided the NEO continues to be employed with Knowles through the vesting date. (4)The remaining RSUs subject to this award are scheduled to vest ratably in three annual installments commencing on February 6, 2024, provided the NEO continues to be employed with Knowles through the vesting date. (5)The PSUs subject to this award vested on February 1, 2024 at 86.7% of target. The disclosed number of PSUs reflect vesting at target amount because the Company’s relative TSR performance for those awards exceeded the threshold performance level. The number of units were earned and vested as a result of the Company’s relative TSR performance ranking against the Russell 2000 Index companies over the performance period (which commenced in 2021). See "Executive Compensation Discussion and Analysis - Elements of Executive Compensation - Long-Term Incentives," beginning on page 39. (6)The PSUs subject to this award vest on February 1, 2025, provided that the NEO continues to be employed with Knowles through the vesting date and that the applicable performance conditions are satisfied. The disclosed number of PSUs reflect vesting at target amount based on the trend in performance. The number of units, if any, that are ultimately earned and vest will be between 0% and 225% of the target number of PSUs, depending on the Company’s relative TSR performance ranking against the Russell 2000 Index companies over the performance period (which commenced in 2022). See "Executive Compensation Discussion and Analysis - Elements of Executive Compensation - Long-Term Incentives," beginning on page 39. (7)The PSUs subject to this award vest on February 1, 2026, provided that the NEO continues to be employed with Knowles through the vesting date and that the applicable performance conditions are satisfied. The disclosed number of PSUs reflect vesting at target amount based on the trend in performance. The number of units, if any, that are ultimately earned and vest will be between 0% and 225% of the target number of PSUs, depending on the Company’s relative TSR performance ranking against the Russell 2000 Index companies over the performance period (which commenced in 2023). See "Executive Compensation Discussion and Analysis - Elements of Executive Compensation - Long-Term Incentives," beginning on page 39.

  68. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides additional information regarding stock option exercises and shares acquired upon the vesting of stock awards, including the value realized, for each NEO during fiscal year 2023.

  69. Option Exercises and Stock Vested in 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Jeffrey Niew | 231,915 | 1,454,107 | 118,647 | 2,206,746 | | John Anderson | — | — | 36,802(3) | 685,361 | | Raymond Cabrera | — | — | 21,135 | 393,163 | | Daniel Giesecke | 47,872 | 321,221 | 27,217 | 506,581 | | Robert Perna | — | — | 14,660(4) | 458,681 |

  70. Option Exercises and Stock Vested in 2023

    __________ (1)Amount represents gross number of shares of common stock vested and is not reduced by shares withheld by the Company for tax purposes. (2)Aggregate dollar value realized on vesting of the stock awards is calculated by multiplying the closing price of the common stock on the vesting date by the number of vested shares. (3)Includes 4,045 fully vested deferred restricted stock units. As elected by Mr. Anderson, these shares will be deferred until January 31, 2026. (4)Includes 9,142 fully vested deferred restricted stock units and 9,997 fully vested deferred performance stock units. As elected by Mr. Perna, these shares will be deferred until his separation from service with Knowles.

  71. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation Under the Knowles Deferred Compensation plan ("Knowles DCP"), eligible participants may defer a portion of his or her eligible compensation (up to 75% of base salary, up to 100% of eligible bonus, and up to 100% of restricted stock units and performance share unit grants) during the calendar year as long as the participant makes such election prior to the beginning of the calendar year. Participants in the deferred compensation plan may select from a subset of the investment elections available to all eligible employees under Knowles's tax-qualified Section 401(k) plan for their cash deferrals (base salary and/or annual bonus). Generally, deferred amounts will be distributed from the plan only on account of termination of service, disability, death or at a scheduled in-service withdrawal date chosen by the participant, subject to Section 409A of the Internal Revenue Code. A payment may not be designated for a calendar year after the year in which a participant attains the age of 75. In addition, the Company continues to administer the Knowles Corporation Executive Deferred Compensation Plan ("Legacy Knowles EDCP"), which is a legacy plan from Dover Corporation. This is a frozen plan and no new contributions have been made after the spin-off in February 2014. Generally, deferred amounts will be distributed from the plan only on account of retirement at age 65 (or age 55 with 10 years of service), disability, other termination of service, or at a scheduled in-service withdrawal date chosen by the participant, subject to Section 409A of the Internal Revenue Code.

  72. 2023 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive contributions in Last FY ($)(1) | Registrant contributions in Last FY ($) | Aggregate earnings in Last FY ($)(2) | Aggregate withdrawals/distributions ($) | Aggregate Balance at Last FYE ($) | | Jeffrey New | Knowles DCP | 68,469 | — | 24,868 | (141,620) | 117,915 | | | Legacy Knowles EDCP | — | — | 32,005 | — | 187,112 | | John Anderson | Knowles DCP | 76,127(3) | — | 25,201 | (190,144) | 349,890 | | Raymond Cabrera | Knowles DCP | — | — | — | — | — | | Daniel Giesecke | Knowles DCP | 107,266 | — | 10,252 | — | 117,517 | | | Legacy Knowles EDCP | — | — | 22,512 | — | 124,470 | | Robert Perna | Knowles DCP | 379,678(4) | — | 32,864 | — | 730,020 |

  73. 2023 Nonqualified Deferred Compensation

    (1)The amounts in this column represent employee compensation deferrals that are included in the Summary Compensation Table for fiscal year 2023 under the "Salary" and/or "Non-Equity Incentive Plan Compensation" columns. (2)These amounts include earnings (losses), dividends and interest provided on current contributions and existing balances, including the change in value of the underlying investment options in which the NEO is deemed to be invested. These amounts are not reported in the Summary Compensation Table as compensation. (3)Includes the value of Mr. Anderson's fully vested deferred restricted stock units based on the Knowles closing stock price on the vesting date. (4)Includes the value of Mr. Perna's fully vested deferred restricted stock units and performance stock units based on the Knowles closing stock price on the vesting date.

  74. Pension Benefits Through 2023

    Pension Benefits Through 2023

  75. Pension Benefits Through 2023

    | Executive | Plan Name | Number of Years of Credited Service (1) | Normal Retirement Age | Present Value of Accumulated Benefits (2) | Payment made during Last Fiscal Year | | Jeffrey Niew | Knowles PRP | 8.3 | 65 | 438,000 | — | | John Anderson | Knowles PRP | 4.3 | 65 | 25,800 | — | | Raymond Cabrera | Knowles PRP | 8.3 | 65 | 19,000 | — | | Daniel Giesecke (3) | Knowles PRP | 8.3 | 65 | — | — | | Robert Perna (4) | N/A | N/A | N/A | N/A | N/A |

  76. Pension Benefits Through 2023

    (1)Years of service are only credited through the December 31, 2013 plan freeze. (2)The present value of the accumulated benefit is shown as of December 31, 2023. The values assume retirement occurring at the greater of age 65 or the executive's current age, applicability of the PRI-2012 Generational Mortality Table, and a discount rate of 5.70%. (3)As of December 31, 2013, the value of Mr. Giesecke's off-setting benefits was greater than the gross Knowles PRP benefit, therefore Mr. Giesecke was not entitled to a benefit under the frozen Knowles PRP. (4)Not eligible for the Knowles Pension Replacement Plan.

  77. 2023 Potential Payments upon Termination or Change-in-Control

    2023 Potential Payments upon Termination or Change-in-Control The discussion and tables below describe the payments to which each of the NEOs would be entitled in the event of termination of such executive's employment or a change-in-control as of December 31, 2023. Knowles has in place the Severance Plan and the CIC Severance Plan. The Severance Plan creates a consistent and transparent policy for determining separation benefits for all similarly situated executives, and formalizes Knowles' executive severance practices. The CIC Severance Plan likewise establishes a consistent policy regarding double-trigger change-in-control severance payments, and is based on market best practices. All of Knowles' NEOs are eligible to participate in both the Severance Plan and the CIC Severance Plan as of December 31, 2023. Potential Severance Payments Upon Termination The Severance Plan provides that if a covered executive's employment is terminated without cause (as defined in the Severance Plan), the executive will be entitled to certain severance benefits. The Equity and Cash Incentive Plan and Knowles' other benefit plans each have their own provisions relating to rights and obligations under the plan upon termination. For a termination other than for cause, the NEOs would generally be entitled to the following benefits: •12 months of salary continuation; •12 months of company-provided healthcare benefit continuation; •A prorated portion of the target annual incentive bonus for time worked during the year; •Under the PRP, each participant will become entitled to receive the actuarial value of the participant's benefit accrued through the date of the termination; and •Under Deferred Compensation Plan, amounts deferred under the plan will continue to accrue any earnings and will be payable in accordance with the elections made by the executive officers. In the event of death, disability or retirement, the NEO would also be entitled to the following: •Stock options or SSARs unvested at the date of termination would become vested and exercisable; •Restricted Stock or RSUs unvested at the date of termination would become vested (in the event of death and disability), or would continue to vest according to their original schedule (in the event of retirement); and •Performance shares or PSUs unvested at the date of termination would become vested (on a pro-rata basis in the event of death and disability), or would continue to vest according to their original schedule (in the event of retirement). The table below shows the aggregate amount of potential payments and other benefits that each of Knowles' NEOs would have been entitled to receive if his employment had terminated under the specified circumstances, other than as a result of a change-in-control, on December 31, 2023. The amounts shown assume that termination was effective as of December 31, 2023, include amounts earned through such time and are estimates of the amounts which could have been paid out to the executives upon their termination. The actual amounts to be paid out can only be determined at the time of each executive's termination of employment.

  78. 2023 Potential Payments upon Termination or Change-in-Control

    | | Voluntary Termination ($) | Involuntary Not For Cause Termination ($) | For Cause Termination ($) (1) | For Retirement ($) (2) | For Death or Disability ($) | | Jeffrey Niew | | | | | | | Cash severance | — | 1,650,000(3) | — | — | — | | Unvested RSUs | — | — | — | 3,069,469(4) | 3,069,469(4) | | Unvested PSUs | — | — | — | 3,736,474(5) | 1,690,807(5) | | Retirement plan payments | 446,152(6) | 446,152(6) | — | 446,152(6) | 446,152(6) | | Deferred comp plans | 305,027(7) | 305,027(7) | 305,027(7) | 305,027(7) | 305,027(7) | | Health and welfare benefits | — | 15,389(8) | — | — | — | | Total: | 751,179 | 2,416,568 | 305,027 | 7,557,122 | 5,511,455 | | John Anderson | | | | | | | Cash severance | — | 787,500(3) | — | — | — | | Unvested RSUs | — | — | — | 1,093,621(4) | 1,093,621(4) | | Unvested PSUs | — | — | — | 1,118,139(5) | 503,448(5) | | Retirement plan payments | 25,426(6) | 25,426(6) | — | 25,426(6) | 25,426(6) | | Deferred comp plans | 349,890(7) | 349,890(7) | 349,890(7) | 349,890(7) | 349,890(7) | | Health and welfare benefits | — | 21,812(8) | — | — | — | | Total: | 375,316 | 1,184,629 | 349,890 | 2,587,076 | 1,972,385 | | Raymond Cabrera | | | | | | | Cash severance | — | 560,000(3) | — | — | — | | Unvested RSUs | — | — | — | 537,856(4) | 537,856(4) | | Unvested PSUs | — | — | — | 535,616(5) | 244,705(5) | | Retirement plan payments | 19,393(6) | 19,393(6) | — | 19,393(6) | 19,393(6) | | Deferred comp plans | —(7) | —(7) | —(6) | —(7) | —(7) | | Health and welfare benefits | — | 21,632(8) | — | — | — | | Total: | 19,393 | 601,025 | — | 1,092,865 | 801,954 | | Daniel Giesecke | | | | | | | Cash severance | — | 765,000(3) | — | — | — | | Unvested RSUs | — | — | — | 717,116(4) | 717,116(4) | | Unvested PSUs | — | — | — | 714,143(5) | 326,268(5) | | Retirement plan payments | —(6) | —(6) | — | —(6) | —(6) | | Deferred comp plans | 241,988(7) | 241,988(7) | 241,988(7) | 241,988(7) | 241,988(7) | | Health and welfare benefits | — | 22,877(8) | — | — | — | | Total: | 241,988 | 1,029,865 | 241,988 | 1,673,247 | 1,285,372 | | Robert Perna | | | | | | | Cash severance | — | 765,000(3) | — | — | — | | Unvested RSUs | — | — | — | 627,495(4) | 627,495(4) | | Unvested PSUs | — | — | — | 624,880(5) | 285,486(5) | | Retirement plan payments | —(6) | —(6) | — | —(6) | —(6) | | Deferred comp plans | 730,020(7) | 730,020(7) | 730,020(7) | 730,020(7) | 730,020(7) | | Health and welfare benefits | — | 22,877(8) | — | — | — | | Total: | 730,020 | 1,517,897 | 730,020 | 1,982,395 | 1,643,001 |

  79. 2023 Potential Payments upon Termination or Change-in-Control

    (1)An executive whose employment is terminated by Knowles for cause will forfeit all outstanding cash and equity awards, whether or not vested or exercisable. The executive will receive a payment of amounts deferred and accrued in the deferred compensation plan but will forfeit benefits under the PRP in accordance with the PRP terms. (2)Retirement is having attained the age at least 62 and completed at least five (5) years of service with the Company. (3)This amount represents 12 months’ salary continuation plus an amount equal to the pro rata portion of the target annual incentive payable for the year in which the termination occurs (reflects a full year’s target bonus for a termination December 31, 2023). (4)Restricted stock units ("RSUs") would vest in the event of death or disability. In the event of retirement, the RSUs would continue to vest according to their original schedule. The amounts are based on the December 31, 2023 stock closing price of $17.91 per share. (5)Performance share units ("PSUs") would vest in the event of death or disability on a pro-rata basis. In the event of retirement, the PSUs would continue to vest according to their original schedule. The amounts are based on the December 31, 2023 stock closing price of $17.91 per share. (6)Reflects benefits accrued under the Knowles PRP as of December 31, 2023. Benefits accrued under the PRP are forfeited in the event of a termination for cause, as defined in the Knowles PRP. (7)These amounts reflect compensation deferred by the executive and earnings accrued thereon under the Knowles deferred compensation plan as of December 31, 2023; no increase in such benefits would result from the termination event. (8)Under the severance plan, an executive is entitled to a monthly amount equal to the then cost of COBRA health continuation coverage based on the level of health care coverage in effect on the termination date, if any, for the lesser of 12 months or the period that the executive receives COBRA benefits. Potential Payments Following a Change-in-Control Under the CIC Severance Plan, the payment of severance benefits following a change-in-control is subject to a double-trigger — that is, such benefits are payable only upon certain specified termination events within 3 months prior to, upon or within 18 months following the date of a change-in-control. However, rights of an executive under the Equity and Cash Incentive Plan, the Deferred Compensation Plan, the PRP and other benefit plans are governed by the terms of those plans and typically are affected by the change-in-control event itself, even if the executive continues to be employed by Knowles or a successor company following the change-in-control. The CIC Severance Plan, the Equity and Cash Incentive Plan and Knowles' other benefit plans each have their own provisions relating to rights and obligations under the plan upon termination. In the event of a change-in-control and without a termination, the NEOs would generally be entitled to the following benefits: •Under the PRP, each participant will become entitled to receive the actuarial value of the participant's benefit accrued through the date of the change-in-control; and •Under the Deferred Compensation Plan, amounts deferred under the plan will continue to accrue any earnings and will be payable in accordance with the elections made by the executive officer. In the event of a qualified termination within 3 months prior to, upon or within 18 months following the date of a change-in-control, the NEOs would generally be entitled to the following additional benefits: •A lump sum payment equal to 2.0 multiplied by the sum of (i) the executive's annual salary on the termination date or the change-in-control date, whichever is higher, and (ii) his target annual incentive bonus for the year in which the termination or the date of the change-in-control occurs, whichever is higher; •A lump sum payment equal to the then cost of COBRA health continuation coverage, based on the level of health care coverage in effect on the termination date, if any, for one year; •All outstanding stock options and SSARs will immediately become exercisable in accordance with the terms of the appropriate stock option or SSAR agreement under the Equity and Cash Incentive Plan; •All unvested restricted stock or RSUs will immediately become vested in accordance with the terms of the appropriate restricted stock or RSU agreement under the Equity and Cash Incentive Plan; and •Performance shares or PSUs unvested as of the date of termination would become vested in accordance with the terms of the appropriate performance share or PSU agreement under the Equity and Cash Incentive Plan. Under the CIC Severance Plan, no executive is entitled to any gross-ups for excise taxes. Instead, the CIC Severance Plan provides for a "best net" treatment of change-in-control payments and benefits, where any NEO who would be subject to an excise tax will receive the greater of (i) the after-tax benefit, net of any excise taxes or (ii) the maximum benefit possible up to a payment cap at which no excise tax would be applied, with benefits in excess of the payment cap cut back so as to fall under the payment cap. The following table shows the potential payments and other benefits that each of the NEOs would have been entitled to receive upon a change-in-control on December 31, 2023, both with and without a termination.

  80. 2023 Potential Payments upon Termination or Change-in-Control

    | | Change-in-Control Only (Single-Trigger) ($) | Involuntary Termination Following a Change-in-Control (Double-Trigger) ($) | | Jeffrey Niew | | | | Cash severance | — | 3,300,000(1) | | Unvested RSUs | — | 3,069,469(2) | | Unvested PSUs | — | 3,736,474(3) | | Retirement plan payments | 446,152(4) | 446,152(4) | | Deferred comp plans | 305,027(5) | 305,027(5) | | Health and welfare benefits | — | 15,389(6) | | Total: | 751,179 | 10,872,511 | | John Anderson | | | | Cash severance | — | 1,575,000(1) | | Unvested RSUs | — | 1,093,621(2) | | Unvested PSUs | — | 1,118,139(3) | | Retirement plan payments | 25,426(4) | 25,426(4) | | Deferred comp plans | 349,890(5) | 349,890(5) | | Health and welfare benefits | — | 21,812(6) | | Total: | 375,316 | 4,183,889 | | Raymond Cabrera | | | | Cash severance | — | 1,120,000(1) | | Unvested RSUs | — | 537,856(2) | | Unvested PSUs | — | 535,616(3) | | Retirement plan payments | 19,393(4) | 19,393(4) | | Deferred comp plans | —(5) | —(5) | | Health and welfare benefits | — | 21,632(6) | | Total: | 19,393 | 2,234,498 | | Daniel Giesecke | | | | Cash severance | — | 1,530,000(1) | | Unvested RSUs | — | 717,116(2) | | Unvested PSUs | — | 714,143(3) | | Retirement plan payments | —(4) | —(4) | | Deferred comp plans | 241,988(5) | 241,988(5) | | Health and welfare benefits | — | 22,877(6) | | Total: | 241,988 | 3,226,124 | | Robert Perna | | | | Cash severance | — | 1,530,000(1) | | Unvested RSUs | — | 627,495(2) | | Unvested PSUs | — | 624,880(3) | | Retirement plan payments | —(4) | —(4) | | Deferred comp plans | 730,020(5) | 730,020(5) | | Health and welfare benefits | — | 22,877(6) | | Total: | 730,020 | 3,535,272 |

  81. 2023 Potential Payments upon Termination or Change-in-Control

    (1)Represents a lump sum payment equal to 2.0 multiplied by the sum of (i) the executive’s annual salary on the termination date or the change-in-control date, whichever is higher, and (ii) his target annual incentive bonus for the year in which the termination or the date of the change-in-control occurs, whichever is higher. (2)All unvested restricted stock units ("RSUs") will immediately become vested in accordance with the terms of the appropriate restricted stock or RSU agreement under the Equity and Cash Incentive Plan. The amounts are based on the December 31, 2023 stock closing price of $17.91 per share. (3)Unvested performance shares units ("PSUs") includes PSUs granted in 2022 and 2023, and will be settled within 60 days in accordance with the terms of the appropriate performance share or PSU agreement under the Equity and Cash Incentive Plan. The amounts are based on the target levels and the December 31, 2023 stock closing price of $17.91 per share. (4)Reflects benefits accrued under the Knowles PRP as of December 31, 2023. Benefits accrued under the PRP are forfeited in the event of a termination following a change-in-control as defined in the Knowles PRP. (5)These amounts reflect compensation deferred by the executive and earnings accrued thereon under the Knowles deferred compensation plan as of December 31, 2023; no increase in such benefits would result from the termination event. (6)Reflects a lump sum payment equal to the then cost of COBRA health continuation coverage, based on the level of health care coverage in effect on the termination date, if any, for one year.

  82. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Niew, our CEO. To help understand this disclosure, we think it is important to give context to our operations. Approximately 73% of our employees work in Asia, as of December 1, 2023. The majority of these employees work in one of our manufacturing operations. Our ratio, which includes this employee population, is impacted by our strategy to in-source our core manufacturing in Asia and the relationship between competitive pay practices in the region compared to the United States, whereas our peers generally outsource their manufacturing to contract manufacturers in the same region. We believe our in-house manufacturing provides a competitive advantage, especially relative to executing on new product launches. For 2023, a.The median of the annual total compensation of all of our employees, other than Mr. Niew, was $9,437; b.Mr. Niew's annual total compensation, as reported in the Total column of the Summary Compensation Table, was $6,411,574; and c.Based on this information, the ratio of the annual total compensation of Mr. Niew to the median of the annual total compensation of all employees is estimated to be 679 to 1. Identification of Median Employee We selected December 1, 2023 as the date on which to determine our median employee. For purposes of identifying the median employee, we used the base salary and target cash incentive for all full-time, part-time, temporary, and seasonal employees other than our CEO. We selected base salary and target cash incentive as they represent the Company's principal broad-based compensation elements. As of that date, we had approximately 7,700 employees, of which approximately 1,400 were located inside the United States, under this approach. Using this methodology, we determined that our median employee was a manufacturing employee working in Malaysia. In determining the annual total compensation of the median employee, we calculated such employee's compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the Summary Compensation Table with respect to each of the NEOs.

  83. Pay Versus Performance

    Pay Versus Performance As discussed in the Compensation Discussion and Analysis above, the Compensation Committee has implemented an executive compensation program, where the majority of executive pay is at risk and variable based on a combination of short-term financial targets, individual performance objectives and long-term shareholder value creation. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company's variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to "Executive Compensation Discussion and Analysis" beginning on page 29.

  84. Pay Versus Performance

    | Year (1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($MM) | Company Selected Measure - Free Cash Flow Margin (%) (7) | | | | | | | Knowles Total Share-holder Return ($)(5) | Peer Group Total Share-holder Return ($)(6) | | | | 2023 | 6,411,574 | 5,995,151 | 1,709,645 | 1,636,092 | 84.68 | 150.48 | 72.4 | 15.0% | | 2022 | 5,458,615 | (145,717) | 1,492,133 | 294,474 | 77.64 | 119.33 | (430.1) | 7.1% | | 2021 | 8,999,264 | 12,662,676 | 2,317,430 | 3,024,922 | 110.40 | 146.75 | 150.4 | 15.4% | | 2020 | 4,705,185 | (3,095,756) | 1,382,383 | (206,323) | 87.14 | 118.61 | 6.6 | 12.6% |

  85. Pay Versus Performance

    (1)Jeffrey Niew served as the Company's principal executive officer for the entirety of the years in question. During 2023, 2022 and 2021, the Company's other named executive officers consisted of John Anderson, Raymond Cabrera, Daniel Giesecke, and Robert Perna. During 2020, the Company's other named executive officers consisted of John Anderson, Raymond Cabrera, Daniel Giesecke, Robert Perna, Christian Scherp, and Michael Polacek. (2)Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Jeffrey Niew, the Company's principal executive officer, and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company's named executive officers for the applicable year other than the principal executive officer for such years. (3)Amounts reported in this column represent the compensation actually paid to Jeffrey Niew as the Company's President and Chief Executive Officer in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:

  86. Pay Versus Performance

    | Jeff Niew | | | | | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation(a) | $6,411,574 | $5,458,615 | $8,999,264 | $4,705,185 | | less, Change in Pension Value in Summary Compensation Table(b) | $(2,800) | $0 | $0 | $(91,900) | | less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(c) | $(5,097,770) | $(4,545,197) | $(7,328,950) | $(3,399,997) | | plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(d) | $4,686,596 | $3,219,478 | $5,458,378 | $2,796,603 | | plus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(e) | $(90,991) | $(4,205,337) | $3,663,338 | $(6,326,586) | | plus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(f) | $0 | $0 | $0 | $0 | | plus, Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) | $88,542 | $(73,277) | $1,870,646 | $(779,061) | | less, Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) | $0 | $0 | $0 | $0 | | plus, Service Cost and Prior Service Cost for Pension Plans ($)(i) | $0 | $0 | $0 | $0 | | equals, Compensation Actually Paid | $5,995,151 | $(145,717) | $12,662,676 | $(3,095,756) |

  87. Pay Versus Performance

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the aggregate change in the actuarial present value of accumulated benefits under the Knowles Pension Replacement Plan, which is described under "Knowles Pension Replacement Plan" on page 50 of this Proxy Statement. There were no service cost or prior service cost amounts. (c) Represents the aggregate grant date fair value of the option awards and stock awards granted to Jeffrey Niew during the indicated fiscal year, computed in accordance with FASB ASC 718. (d) Represents the aggregate fair value as of the indicated fiscal year-end of Jeffrey Niew’s outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with FASB ASC 718. (e) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by Jeffrey Niew as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (f) Represents the aggregate fair value at vesting of the option awards and stock awards that were granted to Jeffrey Niew and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (g) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by Jeffrey Niew that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (h) Represents the aggregate fair value as of the last day of the prior fiscal year of Jeffrey Niew’s option awards and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. (i) Under the Knowles Pension Replacement Plan, years of service ceased to receive credit after December 31, 2013. (4)Amounts reported in this column represent the compensation actually paid to the Company's named executive officers other than Jeffrey Niew in the indicated fiscal year, based on the average total compensation for such named executive officers reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

  88. Pay Versus Performance

    | Other Named Executive Officers Average(a) | | | | | | | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation(b) | $1,709,645 | $1,492,133 | $2,317,430 | $1,382,383 | | less, Change in Pension Value in Summary Compensation Table(c) | $(150) | $0 | $0 | $(1,367) | | less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(d) | $(1,087,313) | $(996,308) | $(1,558,773) | $(775,640) | | plus, Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(e) | $1,001,069 | $710,840 | $1,119,225 | $642,773 | | plus, Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(f) | $(9,204) | $(888,429) | $815,749 | $(1,293,792) | | plus, Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(g) | $0 | $0 | $0 | $0 | | plus, Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(h) | $22,045 | $(23,764) | $331,292 | $(160,680) | | less, Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(i) | $0 | $0 | $0 | $0 | | plus, Service Cost and Prior Service Cost for Pension Plans ($)(j) | $0 | $0 | $0 | $0 | | equals, Compensation Actually Paid | $1,636,092 | $294,474 | $3,024,922 | $(206,323) |

  89. Pay Versus Performance

    (a) Please see footnote 1 for the named executive officers included in the average for each indicated fiscal year. (b) Represents Total Compensation as reported in the Summary Compensation Table for the reported named executive officer in the indicated fiscal year. (c) Represents the aggregate change in the actuarial present value of accumulated benefits under the Knowles Pension Replacement Plan, which is described under "Knowles Pension Replacement Plan" on page 50 of this Proxy Statement. There were no service cost or prior service cost amounts. (d) Represents the aggregate grant date fair value of the option awards and stock awards granted to the reported named executive officers during the indicated fiscal year, computed in accordance with FASB ASC 718. (e) Represents the aggregate fair value as of the indicated fiscal year-end of the reported named executive officers' outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with FASB ASC 718. (f) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by the reported named executive officers as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (g) Represents the aggregate fair value at vesting of the option awards and stock awards that were granted to the reported named executive officers and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (h) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by the reported named executive officers that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (i) Represents the aggregate fair value as of the last day of the prior fiscal year of the reported named executive officers' option awards and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. (j) Under the Knowles Pension Replacement Plan, years of service ceased to receive credit after December 31, 2013. (5)For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of our company's common stock for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. (6)For the relevant fiscal year, represents the cumulative TSR the Dow Jones U.S. Electrical Components & Equipment Index ("Peer Group TSR") for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. (7)Knowles most important financial measure, not otherwise presented in the table above, is Free Cash Flow Margin for fiscal year 2023. Relationship Between "Compensation Actually Paid" and Financial Performance Measures “Compensation actually paid” (“CAP”), as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. For a discussion of how our Compensation Committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see “Compensation Discussion and Analysis” in this Proxy Statement and in our 2020, 2021, 2022 and 2023 proxy statements. The graph below outlines the relationship between “Compensation Actually Paid” to our CEO and other NEOs in 2020, 2021, 2022 and 2023 and TSR of both our common stock and of the Dow Jones U.S. Electrical Components & Equipment Index. The graph below outlines the relationship between “Compensation Actually Paid" and our net income. The graph below outlines the relationship between "Compensation Actually Paid" and our free cash flow margin. The following is a list of financial performance measures, which in the Company's assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the Named Executive Officers for 2023.

  90. Pay Versus Performance

    | Financial Performance Measure | | | •●● | Free Cash Flow Margin | | •●● | Revenue | | •●● | Adjusted Earnings Before Interest and Taxes (EBIT) | | •●● | Adjusted EBIT Margin | | •●● | Non-GAAP Gross Profit Margin | | •●● | Relative Total Shareholder Return |

  91. Pay Versus Performance

    | PROPOSAL 4 — | AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PERMITTED BY DELAWARE LAW |

  92. Pay Versus Performance

    We are asking stockholders to approve an amendment to our Restated Certificate of Incorporation (the “Certificate”) to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law. A copy of Article SIXTH of the Certificate that is marked to show the changes that would be implemented upon stockholder approval of this Proposal 4 is attached as Appendix A to this Proxy Statement (the “Proposed Amendment”).

  93. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth certain information regarding the beneficial ownership, as of March 8, 2024 (except as otherwise stated), of our common stock by: •Each of our directors, director nominees, and NEOs named in the Summary Compensation Table; and •All of our directors and executive officers as a group. The beneficial ownership set forth in the table is determined in accordance with SEC rules. The percentage of beneficial ownership is based on 89,744,345 shares of common stock outstanding on March 8, 2024. In computing the number of shares beneficially owned by any shareholder and the percentage ownership of such shareholder, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of March 8, 2024, and restricted stock units ("RSUs") and restricted stock held by that person that vest within 60 days of March 8, 2024 have been included. Such shares, however, are not deemed to be outstanding for purposes of computing the percentage ownership of any other person. Any fractional shares held in a 401(k) account have been rounded down. Unless otherwise indicated in the footnotes below, the persons named in the table have sole voting and investment power as to all shares beneficially owned.

  94. Directors and Executive Officers

    | Name of Beneficial Owner | Number of Shares(1) | Percentage | | Directors (except Mr. Niew): | | | | Donald Macleod | 138,242(2) | * | | Keith Barnes | 87,363(3) | * | | Erania Brackett | 20,623(4) | * | | Daniel Crowley | 30,188(5) | * | | Didier Hirsch | 117,669 | * | | Ye Jane Li | 50,398 | * | | Cheryl Shavers | 50,772 | * | | Michael Wishart | 47,825 | * | | Named Executive Officers: | | | | Jeffrey Niew | 1,052,157(6) | 1.17% | | John Anderson | 273,157(7) | * | | Raymond Cabrera | 135,921 | * | | Daniel Giesecke | 194,277 | * | | Robert Perna | 104,635(8) | * | | Directors and executive officers as a group (13 persons) | 2,303,227 | 2.57% |

  95. Directors and Executive Officers

    * Less than one percent __________ (1)Includes the number of shares of Company common stock subject to restricted stock awards held by that person that will vest within 60 days of March 8, 2024 as follows: Mr. Macleod – 10,373 shares; Mr. Barnes – 10,373 shares; Mr. Crowley –- 7,635 shares; Mr. Hirsch – 10,373 shares; Ms. Li – 10,373 shares; Dr. Shavers – 10,373 shares; and Mr. Wishart – 10,373 shares. Also included are the number of shares of Company common stock subject to the stock options held by that person that are currently exercisable or will become exercisable within 60 days of March 10, 2023 as follows: Mr. Niew – 437,212 shares; Mr. Anderson – 128,592 shares; Mr. Giesecke – 96,445 shares; Mr. Cabrera – 77,155 shares and Mr. Perna – 56,130 shares. (2)Includes 10,356 shares, the receipt of which has been deferred until after the termination of Mr. Macleod's service as a director upon his retirement from the Board. (3)Includes 29,217 shares, the receipt of which has been deferred until after the termination of Mr. Barnes's service as a director upon his retirement from the Board. (4)Includes 20,623 shares, the receipt of which Ms. Brackett has deferred for 10 years from the date they would otherwise have vested under the Plan. 10,109 shares will vest on May 16, 2034 and 10, 514 shares will vest on May 16, 2036. (5)Includes 28,188 shares, the receipt of which has been deferred until after the termination of Mr. Crowley's service as a director upon his retirement from the Board. (6)Includes 4,422 shares held under Knowles' 401(k) plan. (7)Includes 93 shares held under Knowles' 401(k) plan; and 12,137 vested RSUs, the receipt of which has been deferred to January 31, 2026. (8)Includes 27,425 vested RSUs, the receipt of which has been deferred until Mr. Perna's separation from service with Knowles.

  96. V.NON-EMPLOYEE DIRECTOR COMPENSATION

    V.NON-EMPLOYEE DIRECTOR COMPENSATION 5.1 Directors' Awards. As of or as soon as administratively practicable following the date of each annual meeting of the Company's stockholders, each director who is a Non-Employee Director immediately following the date of such annual meeting shall be granted a Directors' Award in the form of an Unrestricted Stock Award, Options, SARs, Restricted Stock, Restricted Stock Units and/or Deferred Stock Units, in such amount and subject to such terms and conditions as shall be determined by the Board for such year, subject to the limit set forth in Section 1.4. In addition to the annual compensation of Non-Employee Directors, the Board may also authorize one-time Directors' Awards to Non-Employee Directors, or to an individual upon joining the Board, on such terms as it shall deem appropriate, subject to the limit set forth in Section 1.4. 5.2 Deferred Stock Units. Subject to Section 409A of the Code, a Non-Employee Director may elect to defer receipt of his or her Directors' Awards, other than options and SARs, in accordance with such procedures as may from time to time be prescribed by the Committee. A deferral election shall be valid only if it is delivered prior to the first day of the calendar year in which the services giving rise to the Directors' Awards are to be performed (or such other date as the Committee may determine for the year in which an individual first becomes a Non-Employee Director and to the extent permitted by Section 409A of the Code). A participant's deferral election shall become irrevocable as of the last date the deferral could be delivered or such earlier date as may be established by the Committee. A Non-Employee Director may revoke or change a deferral election at any time prior to the date the election becomes irrevocable, subject to such restrictions as the Committee may establish from time to time. Any such revocation or change shall be in a form and manner determined by the Committee. A Non-Employee Director's deferral election shall remain in effect and will apply to Directors' Awards in subsequent years unless and until the Non-Employee Director timely revokes the deferral election in accordance with such procedures as the Committee shall determine. The Committee may adopt procedures for the extension of any deferral period. If a valid deferral election is filed by a Non-Employee Director, Deferred Stock Units shall be credited as a bookkeeping entry in the name of the Non-Employee Director to an account maintained by the Company on the basis of one Deferred Stock Unit for each Directors' Award deferred. No shares of Common Stock shall be issued to the Non-Employee Director in respect of Deferred Stock Units at the time such shares would be issued absent such deferral. Shares of Common Stock shall be issuable to the Non-Employee Director in a lump sum upon the termination of services as a Non-Employee Director (but only if such termination constitutes a separation from service within the meaning of Code Section 409A, if applicable) or such other specified date elected by the Non-Employee Director at the time of the deferral election. Dividend Equivalents shall be credited on Deferred Stock Units and distributed at the same time that shares of Common Stock are delivered to a Non-Employee Director in settlement of the Deferred Stock Units. 5.3 Delivery of Shares. Shares of Common Stock shall be issued to a Non-Employee Director at the time Directors' Awards' are paid or Deferred Stock Units are settled by a issuing a stock certificate, or making an appropriate entry in the Company's stockholder records, in the name of the Non-Employee Director. A Non-Employee Director shall not have any rights of a stockholder with respect to Directors' Awards or Deferred Stock Units until such shares of Common Stock are issued and then only from the date of issuance of such shares.