DEF 14A of Knowles Corp, Mar 14, 2025

DEF 14A of Knowles Corp

Filed Mar 14, 2025 · FY20240001587523-25-000031

Open on EDGAR

  1. Knowles Corporation ◆ 1151 Maplewood Drive ◆ Itasca, Illinois 60143

    Knowles Corporation ◆ 1151 Maplewood Drive ◆ Itasca, Illinois 60143 March 14, 2025 Dear Fellow Stockholders: Notice is hereby given that the 2025 Annual Meeting of Shareholders (including any adjournments or postponements thereof, the "2025 Annual Meeting") of Knowles Corporation, a Delaware corporation (including any consolidated subsidiaries thereof, the "Company," "Knowles," "we," "us" and "our") will be held on April 29, 2025 at 9:00 a.m. Central Time at The Langham Chicago Hotel, 330 N. Wabash Avenue, Chicago, Illinois 60611. The principal business of the 2025 Annual Meeting will be the consideration of the following matters: 1.to elect nine directors named in the attached Proxy Statement for a one-year term or until their respective successors have been duly elected and qualified; 2.to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025; 3.to approve, on a non-binding, advisory basis the compensation of our named executive officers; and 4.to transact any other business that may properly come before the 2025 Annual Meeting. All shareholders of record at the close of business on March 7, 2025 (the "Record Date") are entitled to vote at the 2025 Annual Meeting or any postponement or adjournment thereof. We plan to send a Notice of Internet Availability of Proxy Materials on or about March 14, 2025. Your vote is very important. Whether or not you plan to attend the meeting, we urge you to review the proxy materials and vote your shares as soon as possible by carefully following the instructions on the Notice of Internet Availability of Proxy Materials. Alternatively, if you have requested written proxy materials, please sign, date and return the proxy card in the return envelope provided as promptly as possible. Thank you for your continued support of our Company. On behalf of the Board of Directors, ROBERT J. PERNA Senior Vice President, General Counsel, & Secretary Important Notice of Internet Availability of Proxy Materials for the Annual Meeting to be Held on April 29, 2025: The Notice of Meeting, Proxy Statement for the 2025 Annual Meeting, and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.

  2. Knowles Corporation ◆ 1151 Maplewood Drive ◆ Itasca, Illinois 60143

    | TABLE OF CONTENTS | | | PROXY STATEMENT SUMMARY | 1 | | Annual Meeting Information | 1 | | Agenda and Board Recommendations | 1 | | Director Nominees | 2 | | Board Composition and Diversity | 2 | | Director Nominee Skills and Expertise | 3 | | Corporate Governance Highlights | 3 | | Executive Compensation Highlights | 4 | | CORPORATE GOVERNANCE | 6 | | Governance Guidelines and Codes | 6 | | Director Independence | 6 | | Board Leadership Structure | 6 | | Risk Oversight | 6 | | Director Attendance at Shareholders Meetings | 6 | | Directors' Meetings | 6 | | Audit Committee Procedures; Disclosure Controls and Procedures Committee | 7 | | Complaints "Hotline" and Communication with Directors | 7 | | Compensation Consultant Independence and Fee Disclosure | 7 | | Qualifications and Nominations of Directors | 7 | | Director Time Commitments and Service on Other Public Company Boards | 8 | | Insider Trading Policy | 8 | | Prohibition on Hedging, Pledging and Short Sales | 8 | | Stock Ownership Guidelines | 9 | | Clawback Policy | 9 | | Ongoing Shareholders Engagement Program | 9 | | CORPORATE RESPONSIBILITY AND SUSTAINABILITY | 9 | | Environmental, Social, and Governance | 9 | | Talent, Development, and Culture | 10 | | PROPOSAL 1 — ELECTION OF DIRECTORS | 12 | | Director Nominee Skills and Experience | 12 | | Nominees for Election to the Board | 12 | | Director Nominee Biographies | 13 | | Process for Director Elections | 17 | | Overview of the Board Committees | 18 | | Board, Committee, and Individual Director Evaluations | 19 | | Procedures for Approval of Related Person Transactions | 19 | | Directors' Compensation | 19 | | PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 | | Audit Committee Report | 23 | | Fees Paid to Independent Registered Public Accounting Firm | 24 | | Pre-Approval of Services Provided by Independent Registered Public Accounting Firm | 24 | | PROPOSAL 3 — NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 25 | | EXECUTIVE COMPENSATION - COMPENSATION DISCUSSION & ANALYSIS | 26 | | Executive Summary | 26 |

  3. Knowles Corporation ◆ 1151 Maplewood Drive ◆ Itasca, Illinois 60143

    | Executive Compensation Program Overview | 28 | | Elements of Executive Compensation | 30 | | Compensation Program Governance | 37 | | Other Compensation Topics | 39 | | Compensation Committee Report | 40 | | EXECUTIVE COMPENSATION - TABLES | 41 | | Summary Compensation Table | 41 | | Grants of Plan-Based Awards in 2024 | 42 | | Outstanding Equity Awards at Fiscal Year-End 2024 | 43 | | Option Exercises and Stock Vested in 2024 | 44 | | 2024 Nonqualified Deferred Compensation | 44 | | Knowles Pension Replacement Plan | 45 | | Pension Benefits Through 2024 | 45 | | 2024 Potential Payments Upon Termination or Change-in-Control | 45 | | Pay Ratio | 47 | | Pay Versus Performance | 48 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 53 | | Directors and Executive Officers | 53 | | Certain Other Shareholders | 54 | | INFORMATION ABOUT THE 2025 ANNUAL MEETING | 55 | | OTHER MATTERS | 58 | | Shareholder Proposals and Director Nominations for the 2026 Annual Meeting | 58 | | Form 10-K and Other Filings | 58 | | Shareholders Sharing the Same Address | 58 | | APPENDIX A | A-1 | | Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures | A-1 |

  4. 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 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 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 attributes demonstrated by our director nominees is summarized in the chart below.

  5. Director Nominee Skills and Experience

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

  6. 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 Industrial 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 Enterprise 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 |

  7. 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 Laura Angelini, Keith Barnes, Jason Cardew, Daniel Crowley, Didier Hirsch, Jane Li, 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 2026 Annual Meeting or until their respective successors are duly elected and qualified or their earlier removal, resignation or retirement. Mr. Macleod will be retiring from the Board of Directors effective upon the conclusion of his current term at the 2025 Annual Meeting, in accordance with the Board's retirement age policy. We thank Mr. Macleod for his Board service and contributions to the Company. 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.

  8. Director Nominee Biographies

    Director Nominee Biographies

  9. Director Nominee Biographies

    | Age: 61 Director since: December 2024 Committees: Compensation | LAURA ANGELINI Independent Director Select Business Experience: Ms. Angelini has 30 years of experience in the medical device and healthcare industry. She most recently served as General Manager of the Renal Care Global Business Unit at Baxter International Inc., from 2016 to 2021. Prior to that, Ms. Angelini served in various roles at Johnson & Johnson from 1991 to 2016, including as President of North America and Global Franchise Development of Vision Care from 2013 to 2016, Vice-President of Global Strategic Marketing of Ethicon from 2012 to 2013, and Vice President of Medical Devices & Diagnostics of Eastern Europe from 2010 to 2011. Other Board Experience: Ms. Angelini currently serves as a member of the board of directors of DCC plc, and Identiv, Inc. and as a member of the board of trustees of Jacksonville University. Skills and Qualifications: Ms. Angelini has extensive executive, global and strategic marketing experience with large, multinational manufacturing companies in the medical device industry and insights into the healthcare and medical markets. | | Age: 73 Director since: February 2014 Chairman of the Board Committee(s): Compensation (Chair); Governance and Nominating | KEITH BARNES Independent Director 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 of Verigy Ltd. from 2006 to 2010, and as its Chairman of the Board from 2008 to 2011. He was Chairman and CEO of Electroglas, Inc. from 2003 to 2006. Mr. Barnes was CEO of Integrated Measurement Systems, Inc. from 1995 to 2001 and served as its Chairman and CEO from 1998-2001. Prior to that, Mr. Barnes was a division president at Cadence Design Systems, Inc. Other Board Experience: Mr. Barnes is a director (since 2011) and the current chairman of the compensation committee of Viavi Solutions Corporation. Mr. Barnes was a director and chairman of the compensation committee of Rogers Corporation (from 2015-2024) and a director of Mentor Graphics Corporation (from 2012 to 2017) until the company was acquired by Siemens. Skills and Qualifications: Mr. Barnes has extensive operational experience as a CEO of three public electronics companies. His experience includes a track record 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. |

  10. Director Nominee Biographies

    | Age: 54 Director since: June 2024 Committee(s): Audit | JASON CARDEW Independent Director Select Business Experience: Mr. Cardew currently serves as Senior Vice President and Chief Financial Officer at Lear Corporation, a global automotive technology leader in seating and electrical distribution systems and related electronics components. As Chief Financial Officer, he is responsible for Lear's global financial strategy and financial activities and also oversees Lear’s information technology function worldwide. Mr. Cardew has over 30 years of experience at Lear. Before assuming his current position in 2019, he held various operational and commercial finance leadership positions at Lear, including serving as Vice President, Finance – Seating and E-Systems from 2018 to 2019; Vice President, Finance – Seating, from 2012 to 2018; Interim Chief Financial Officer, from 2011 to 2012; and Vice President, Financial, Planning and Analysis, from 2010 to 2011. Skills and Qualifications: Mr. Cardew is an accomplished CFO who brings extensive executive, financial and leadership experience to the Board, having held key leadership positions at a large, global manufacturer. He also provides the Board with deep insights into the automotive OEM market. | | Age: 62 Director since: July 2022 Committee(s): Compensation | DANIEL J. CROWLEY Independent Director 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. |

  11. Director Nominee Biographies

    | Age: 73 Director since: December 2014 Committee(s): Audit (Chair); Governance and Nominating | DIDIER HIRSCH Independent Director 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. He was formerly a director (from 2012 to 2015) of International Rectifier Corporation, a director (from 2012 to 2021) of Logitech International S.A., and a director (from 2024 to 2025) of Azenta, Inc. 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. | | Age: 57 Director since: February 2018 Committee(s): Audit | YE JANE LI Independent Director 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 data centers 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 elected Chair of the Semtech board in 2024, and also chairs its Governance Committee. She was previously a director (from 2020 to 2023) of CTS Corporation. 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 data centers, 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. |

  12. Director Nominee Biographies

    | Age: 58 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 director of Commercial Vehicle Group, Inc. (“CVG”) (since 2024) and Syntiant Corp. (since 2024), and is chairman and a member of the Advisory Board of the University of Illinois College of Engineering. Mr. Niew previously served as a director of Advanced Diamond Technologies, Inc. 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. | | Age: 71 Director since: August 2017 Committee(s): Governance and Nominating (Chair); Compensation | DR. CHERYL SHAVERS Independent Director 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. |

  13. Director Nominee Biographies

    | Age: 70 Director since: May 2020 Committee(s): Audit | MICHAEL WISHART Independent Director Select Business Experience: Mr. Wishart previously served as chief executive officer (from 2015 to 2025) of efabless corporation, an early-stage company offering an open platform and marketplace for community-based design of custom semiconductors, which Mr. Wishart co-founded in 2014. 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. Mr. Wishart currently serves on the board of efabless corporation, a position he had held since 2014. 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. |

  14. 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 2024, 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), to be increased, beginning in 2025, to $255,000, payable $65,000 in cash and $190,000 in stock; •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; $8,000 for service on the Compensation Committee; and $5,000 for service on the Governance and Nominating Committee, payable in cash. 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. Non-employee directors who were first elected to the Board in 2024 also received, at the time of their election, a one-time stock grant valued at $170,000 with a three-year cliff vesting provision. This one-time initial stock grant is no longer part of the director compensation program. Each non-employee director serving as of the 2024 Annual Meeting received the stock portion of his or her annual retainer in the form of a grant of 10,740 RSUs on April 30, 2024, and these units convert into common stock on a one-for-one basis and vest (subject to continued service) on April 30, 2025.

  15. 2024 Director Compensation Table

    2024 Director Compensation Table The following table shows information regarding the compensation earned or paid during 2024 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 41 of this Proxy Statement and the related tables and narratives under "Executive Compensation - Compensation Discussion & Analysis" beginning on page 26 of this Proxy Statement, and under "Executive Compensation - Tables" beginning on page 41 of this Proxy Statement. Mr. Niew does not receive any additional compensation for his service as a member of the Board.

  16. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Laura Angelini(2) | 29,200 | 238,014 | — | 267,214 | | Keith Barnes | 90,000 | 170,014 | — | 260,014 | | Erania Brackett(3) | 36,250 | 170,014 | — | 206,264 | | Hermann Eul(4) | — | — | 122,050 | 122,050 | | Jason Cardew(5) | 65,363 | 318,072 | — | 383,435 | | Daniel Crowley | 72,750 | 170,014 | — | 242,764 | | Didier Hirsch | 95,000 | 170,014 | — | 265,014 | | Ye Jane Li | 75,000 | 170,014 | — | 245,014 | | Donald Macleod | 150,000 | 170,014 | — | 320,014 | | Cheryl Shavers | 85,250 | 170,014 | — | 255,264 | | Michael Wishart | 75,000 | 170,014 | — | 245,014 |

  17. 2024 Director Compensation Table

    __________ (1)In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of RSUs granted to non-employee directors during 2024, 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. Angelini was appointed to the Board in December 2024, and received the prorated stock portion of her compensation in the form of a grant of 3,473 RSUs that will vest on December 6, 2025. On December 6, 2025 Ms. Angelini also received an onboarding grant of 8,683 RSUs with a three-year cliff vesting provision. (3)Ms. Brackett resigned from the Board on September 13, 2024. The stock portion of her award was forfeited. (4)Dr. Eul retired from the Board on January 1, 2024. In connection with his resignation, the vesting of 6,915 shares (a pro rata portion of Dr. Eul's outstanding and unvested restricted stock units) was accelerated and 3,458 shares were forfeited. The value of the shares subject to the accelerated vesting was calculated using Company's closing stock price on January 2, 2024, the next open trading day. The Company's closing stock price on January 2, 2024 was $17.65. (5)Mr. Cardew was appointed to the Board in June 2024, and received the prorated stock portion of his compensation in the form of a grant of 8,500 RSUs that will vest on June 18, 2025. On June 18, 2025 Mr. Cardew also received an onboarding grant of 9,759 RSUs with a three-year cliff vesting provision.

  18. CD&A Quick Reference Guide

    | | Section | Starts from | | 1 | Executive Summary provides our 2024 business highlights and the context for our executive pay decisions. | Page 26 | | 2 | Executive Compensation Program Overview outlines our compensation philosophy, executive compensation structure, and emphasis on pay-for-performance. | Page 28 | | 3 | Elements of Executive Compensation describes the components of our compensation program and decisions made within each element. | Page 30 | | 4 | Compensation Program Governance summarizes the process utilized by our Compensation Committee in designing our executive compensation program. | Page 37 | | 5 | Other Compensation Topics describes severance and change-in-control benefits, employee benefits, and retirement plans. | Page 39 |

  19. Philosophy and Objectives

    | 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 | Compensation programs are carefully crafted, balancing fixed and variable elements. Implementing caps on short-term and long-term incentives ensures a balanced approach to risk and reward. Our approach to prudent risk management is also supported by robust governance processes and policies. |

  20. Executive Compensation Program Structure

    | Pay Element | Purpose | Characteristics | | Base Salary (See page 30) | Rewards day-to-day performance and standard job duties. | Cash •Determined based on the executive's responsibilities, performance, skills, and experience relative to market data | | Annual Incentive ("AIP") (See page 31) | 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 35) | Designed to motivate and reward executives' contributions to enhancing long-term shareholder value and the achievement of long-term business objectives. | Performance Share 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 |

  21. Pay-for-Performance Emphasis

    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 2024, 88% of Mr. Niew's TDC and, on average, 74% of the TDC for the other NEOs was at risk and variable. In addition, 73% of Mr. Niew's TDC and, on average, 55% 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 strong Company performance results in total compensation above target, while performance below expectations results in total compensation below target by taking into consideration short-term financial targets and long-term shareholder value creation. The chart below compares the CEO's target and realizable TDC over 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 aligns to the change in the Company's stock price between the grant date and 2024 year-end. For instance, the grant price for the 2024 LTIP awards was $16.75, and the higher closing price of $19.93 as of December 31, 2024 resulted in higher realizable pay compared to target due to the stock price appreciation. This fluctuation could also work in an opposite direction, reducing realizable pay significantly, thereby reinforcing the alignment between executive compensation and shareholder value. On the short-term side, when financial performance did not meet expectations, the cash AIP payout was reduced, as shown in the chart. (1)Target compensation is comprised of base salary, target AIP value, and the grant date value (calculated based on the grant date closing stock price) of LTIP awards in each year. The grant date closing stock price was $21.14 in 2022, $19.09 in 2023 and $16.75 in 2024. (2)Realizable compensation is comprised of base salary, actual AIP value earned, and the value of LTIP awards based on Knowles' December 31, 2024 closing stock price of $19.93. The realizable value for PSUs granted in 2022 was adjusted to reflect the recent payout at target (100%). The realizable value shown for PSUs granted in 2023 and 2024 (for which the performance period has not ended) assumes payout at 100%. Note, the realizable compensation amounts shown above may differ from the amounts required to be reported by SEC rules in the Summary Compensation Table or in the Pay Versus Performance section of this Proxy Statement.

  22. 2024 NEO Total Target Compensation Overview

    | 2024 Total Target Compensation by Element | | | | | | Executive | Base Salary | Target Annual Incentive | Long-Term Incentive | Total | | Jeffrey Niew | $750,000 | $900,000 | $4,400,000 | $6,050,000 | | John Anderson | $450,000 | $337,500 | $1,300,000 | $2,087,500 | | Raymond Cabrera | $350,000 | $210,000 | $700,000 | $1,260,000 | | Daniel Giesecke | $450,000 | $315,000 | $900,000 | $1,665,000 | | Robert Perna | $450,000 | $315,000 | $700,000 | $1,465,000 |

  23. Annual Incentive Plan

    Annual Incentive Plan

  24. Structure

    | Components | 2024 Key Factors | | | Financial Performance Bonus 80% of Total | | •Based on performance measured against weighted individual business unit's financial goals established at the beginning of the fiscal year. Introduced CD as the fourth business unit for incentive design. •Financial goal elements were Adjusted EBIT Margin (35%), Revenue (35%), and Free Cash Flow Margin (30%) applied to all business units. •Due to the sale of the CMM business the weighting for each business unit was as follows: MSA 29.167%, PD 29.167%, CD 29.167% and CMM 12.50%. •Payout determined by comparing performance against three levels: threshold (25% payout), target (100% payout), and maximum (200% payout) •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 2024 •Payouts can range from 0% to 200% depending on the NEO’s performance against individual strategic objectives |

  25. 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 2024, there’s no change in NEOs’ Base Salary or annual incentive targets. Therefore, their annual incentive target values remain the same as 2023.

  26. Target Amounts

    | Executive | 2023 Annual Incentive Target | | 2024 Annual Incentive Target | | | | % of Salary | $ | % of Salary | $ | | Jeffrey Niew | 120% | $900,000 | 120% | $900,000 | | John Anderson | 75% | $337,500 | 75% | $337,500 | | Raymond Cabrera | 60% | $210,000 | 60% | $210,000 | | Daniel Giesecke | 70% | $315,000 | 70% | $315,000 | | Robert Perna | 70% | $315,000 | 70% | $315,000 |

  27. Annual Incentive Plan Results

    Annual Incentive Plan Results Financial Performance The Compensation Committee set the 2024 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 2024 annual financial incentive goals, and actual performance as measured against those goals for our MSA business. As described in the section titled "Annual Incentive Plan - Structure" on page 31, MSA's financial results represent 29.167% of the total AIP payout for our NEOs.

  28. Annual Incentive Plan Results

    | MSA Business Unit Performance | | | | | | | Performance Measure1 | Goals | | | | Results as a % of Target | | | Threshold (25%) | Target (100%) | Maximum (200%) | Actual results | | | Revenue ($M) | $217.8 | $242.0 | $255.0 | $245.9 | 126.3% for all NEOs | | Adj. EBIT Margin | 31.8% | 39.7% | 46.0% | 41.4% | | | FCF Margin | 33.6% | 41.9% | 50.3% | 41.4% | |

  29. Annual Incentive Plan Results

    __________ (1) See Appendix A for a reconciliation of Adjusted EBIT Margin and Free Cash Flow Margin to the most directly comparable GAAP measure. The following table outlines our 2024 annual financial incentive goals, and actual performance as measured against those goals for our PD business. As described in the section titled "Annual Incentive Plan - Structure" on page 31, PD's financial results represent 29.167% of the total AIP payout for our NEOs.

  30. Annual Incentive Plan Results

    | Legacy PD Business Unit Performance | | | | | | | Performance Measure1 | Goals | | | | Results as a % of Target | | | Threshold (25%) | Target (100%) | Maximum (200%) | Actual results | | | Revenue ($M) | $190.8 | $212.0 | $229.0 | $184.4 | 0.0% for all NEOs | | Adj. EBIT Margin | 19.2% | 24.1% | 28.9% | 19.0% | | | FCF Margin | 17.0% | 21.3% | 25.6% | 20.8% | |

  31. Annual Incentive Plan Results

    __________ (1) See Appendix A for a reconciliation of Adjusted EBIT Margin and Free Cash Flow Margin to the most directly comparable GAAP measure. The following table outlines our 2024 annual financial incentive goals, and actual performance as measured against those goals for our CD business. As described in the section of "Annual Incentive Plan - Structure" on page 31, CD's financial results represent 29.167% of the total AIP payout for our NEOs.

  32. Annual Incentive Plan Results

    | CD Business Unit Performance | | | | | | | Performance Measure1 | Goals | | | | Results as a % of Target | | | Threshold (25%) | Target (100%) | Maximum (200%) | Actual results | | | Revenue ($M) | $127.8 | $142.0 | $153.4 | $115.7 | 0.0% for all NEOs | | Adj. EBIT Margin | 15.1% | 18.9% | 22.6% | 13.1% | | | FCF Margin | 11.5% | 14.4% | 17.3% | 21.5% | |

  33. Annual Incentive Plan Results

    __________ (1) See Appendix A for a reconciliation of Adjusted EBIT Margin and Free Cash Flow Margin to the most directly comparable GAAP measure. The following table outlines our 2024 annual financial incentive goals, and actual performance as measured against those goals for our CMM business unit. In response to the anticipated disposition of our CMM business, CMM's goals were established only for the first half of the year (January through June). As described in the section titled "Annual Incentive Plan - Structure" on page 31, CMM's financial results represent 12.50% of the total AIP payout for our NEOs.

  34. Annual Incentive Plan Results

    | CMM Business Unit Performance | | | | | | | | Performance Period | Performance Measure1 | Goals | | | | Results as a % of Target | | | | Threshold (25%) | Target (100%) | Maximum (200%) | Actual results | | | January - June | Revenue ($M) | $120.1 | $133.4 | $144.1 | $136.1 | 153.3% for all NEOs | | | Adj. EBIT Margin | 5.0% | 6.3% | 7.6% | 6.8% | | | | FCF Margin | 4.0% | 4.9% | 5.9% | 6.5% | |

  35. Annual Incentive Plan Results

    (1) See Appendix A for a reconciliation of Adjusted EBIT Margin and Free Cash Flow Margin to the most directly comparable GAAP measure. The overall corporate financial component performance is calculated as shown in below table:

  36. Annual Incentive Plan Results

    | Overall Corporate Financial Component Performance | | | | | | | | BU Performance | | BU Weighting | | Weighted Performance | | MSA | 126.3% | × | 29.167% | = | 36.8% | | PD | 0.0% | × | 29.167% | = | 0.0% | | CD | 0.0% | × | 29.167% | = | 0.0% | | CMM | 153.3% | × | 12.50% | = | 19.2% | | Total Corporate | | | | | 56.0% |

  37. Annual Incentive Plan Results

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

  38. Annual Incentive Plan Results

    | Executive | 2024 Financial Performance Payout (80% weighted) | | | | | | | | | Target Annual Incentive | × | Financial Component Weighting | × | Payout % | = | Payout $ | | Jeffrey Niew | 900,000 | | 80% | | 56.0% | | $403,200 | | John Anderson | 337,500 | | 80% | | 56.0% | | $151,200 | | Raymond Cabrera | 210,000 | | 80% | | 56.0% | | $94,080 | | Daniel Giesecke | 315,000 | | 80% | | 56.0% | | $141,120 | | Robert Perna | 315,000 | | 80% | | 56.0% | | $141,120 |

  39. 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 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:

  40. Annual Incentive Plan Results

    | Executive | 2024 Individual Strategic Objectives | | Jeffrey Niew | •Corporate development initiatives (15%) •Strategic growth initiatives (5%) | | John Anderson | •Corporate development initiatives (7%) •Capital deployment (7%) •Shareholder engagement (6%) | | Raymond Cabrera | •Corporate development initiatives (5%) •Strategic Talent Acquisition (10%) •Executive Compensation (5%) | | Daniel Giesecke | •Corporate development initiatives (6%) •Factory optimization (7%) •Free cash flow (7%) | | Robert Perna | •Corporate development initiatives (10%) •Legal department operating goals (5%) •Business unit strategic and ESG initiatives (5%) |

  41. Annual Incentive Plan Results

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

  42. Annual Incentive Plan Results

    | Individual Strategic Objectives Rating | 2024 Payout Level | | Far Exceeded | 200% | | Exceeded | 150% | | Target | 100% | | Achieved Most Not All | 50% | | Did Not Achieve | 0% |

  43. Annual Incentive Plan Results

    The CEO recommended, and the Compensation Committee approved, the 2024 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.

  44. Annual Incentive Plan Results

    | Executive | | 2024 Individual Strategic Objectives Payout (20% weighted) | | | | | | | | | Overall Rating | Target Annual Incentive | × | Individual Component Weighting | × | Payout % | = | Payout $ | | Jeffrey Niew | Target | $900,000 | | 20% | | 100% | | $180,000 | | John Anderson | Between Target and Exceeded | $337,500 | | 20% | | 120% | | $81,000 | | Raymond Cabrera | Between Target and Exceeded | $210,000 | | 20% | | 120% | | $50,400 | | Daniel Giesecke | Between Target and Exceeded | $315,000 | | 20% | | 120% | | $75,600 | | Robert Perna | Between Target and Exceeded | $315,000 | | 20% | | 120% | | $75,600 |

  45. Annual Incentive Plan Results

    2024 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.

  46. Annual Incentive Plan Results

    | Executive | | 2024 Annual Incentive Payout | | | | | | 2024 Annual Incentive Target | Financial Component Payout | Individual Component Payout | Total Payout | Total Payout (% of Target) | | Jeffrey Niew | $900,000 | 403,200 | $180,000 | $583,200 | 64.8% | | John Anderson | $337,500 | 151,200 | $81,000 | $232,200 | 68.8% | | Raymond Cabrera | $210,000 | 94,080 | $50,400 | $144,480 | 68.8% | | Daniel Giesecke | $315,000 | 141,120 | $75,600 | $216,720 | 68.8% | | Robert Perna | $315,000 | 141,120 | $75,600 | $216,720 | 68.8% |

  47. Long-Term Incentives

    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 2024 annual long-term incentive grants is based on each executive's responsibilities, skills, and experience as compared with relevant market data. We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The Compensation Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Compensation Committee. The Company does not currently grant stock options to its employees. The Compensation Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Consistent with the prior two years, the 2024 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:

  48. Long-Term Incentives

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

  49. Long-Term Incentives

    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.

  50. 2022 PSU Payout

    2022 PSU Payout The performance period for the PSUs awarded in 2022 completed on February 1, 2025. Our relative TSR ranking was in the 53rd percentile. Despite our higher than median ranking, the payout was limited to 100% of target because our TSR at the end of the performance period was negative. The Committee certified the 2022 PSU awards final payout to our NEOs as the table shows below:

  51. 2022 PSU Payout

    | Executive | Number of PSUs Granted | Payout % | Payout Shares | | Jeffrey Niew | 96,263 | 100.0% | 96,263 | | John Anderson | 28,382 | 100.0% | 28,382 | | Raymond Cabrera | 14,191 | 100.0% | 14,191 | | Daniel Giesecke | 18,921 | 100.0% | 18,921 | | Robert Perna | 16,556 | 100.0% | 16,556 |

  52. 2024 LTIP Grants

    2024 LTIP Grants The following table compares the annual equity awards granted to NEOs in 2023 to those granted in 2024. The 2024 PSUs and RSUs were granted to the NEOs on February 20, 2024. 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 values for Mr. Niew from $3,900,000 to $4,400,000, for Mr. Cabrera from $600,000 to $700,000 and for Mr. Giesecke from $800,000 to $900,000 to better align with the peer group median. Mr. Anderson and Mr. Perna's LTIP award target values remained unchanged from 2023.

  53. 2024 LTIP Grants

    | Executive | 2023 Annual Grants (1) | | | 2024 Annual Grants(1) | | | | | RSUs | PSUs | Total | RSUs | PSUs | Total | | Jeffrey Niew | $1,755,000 | $2,145,000 | $3,900,000 | $1,980,000 | $2,420,000 | $4,400,000 | | John Anderson | $650,000 | $650,000 | $1,300,000 | $650,000 | $650,000 | $1,300,000 | | Raymond Cabrera | $300,000 | $300,000 | $600,000 | $350,000 | $350,000 | $700,000 | | Daniel Giesecke | $400,000 | $400,000 | $800,000 | $450,000 | $450,000 | $900,000 | | Robert Perna | $350,000 | $350,000 | $700,000 | $350,000 | $350,000 | $700,000 |

  54. 2024 LTIP Grants

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

  55. Pay Governance

    | ☑ What We Do | ☒ What We Don't Do | | ✔We deliver a significant portion of total compensation in the form of equity, including PSUs, 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 robust 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 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. |

  56. Compensation Peer Group and Market Data

    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 October 2023, the Compensation Committee reviewed the peer group in preparation for 2024 compensation decisions and agreed to make adjustments to the peer group based on evolving industry focus, financial comparability and company size. The following peer group was used for 2024 NEO compensation decisions:

  57. Compensation Peer Group and Market Data

    | 2024 Compensation Peer Group | | | ADTRAN Bel Fuse Cohu CTS Digi International Extreme Networks FormFactor MACOM Technology Solutions MaxLinear Mercury Systems | Methode Electronics NetScout Systems OSI Systems Power Integrations Ribbon Communications Rogers Corporation Semtech Veeco Instruments Viavi Solutions |

  58. Severance and Change-in-Control Benefits

    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, 2024, please see "2024 Potential Payments upon Termination or Change-in-Control" on page 45 of this Proxy Statement.

  59. Retirement and Pension Benefits

    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.

  60. Deferred Compensation Plan

    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.

  61. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding 2024 and, to the extent required under SEC executive compensation disclosure rules, 2023 and 2022 compensation for each of our NEOs.

  62. 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 | 2024 | 750,000 | 5,460,476 | — | 583,200 | 47,500 | 24,695 | 6,865,871 | | | 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 | | John Anderson Senior Vice President & Chief Financial Officer | 2024 | 450,000 | 1,584,837 | — | 232,200 | 2,500 | 21,545 | 2,291,082 | | | 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 | | Raymond Cabrera Senior Vice President and Chief Human Resources Officer | 2024 | 350,000 | 853,393 | — | 144,480 | 2,100 | 23,103 | 1,373,076 | | | 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 | | Daniel Giesecke Senior Vice President & Chief Operating Officer | 2024 | 450,000 | 1,097,207 | — | 216,720 | — | 19,036 | 1,782,963 | | | 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 | | Robert Perna Senior Vice President, General Counsel & Secretary | 2024 | 450,000 | 853,393 | — | 216,720 | — | 21,545 | 1,541,658 | | | 2023 | 450,000 | 895,433 | — | 189,000 | — | 20,795 | 1,555,228 | | | 2022 | 448,077 | 845,349 | — | 54,000 | — | 19,545 | 1,366,971 |

  63. 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 13 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating the amounts reported. The amounts included for the PSUs granted in February 2024 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 2024 PSUs would be as follows: Mr. Niew: $7,831,069; Mr. Anderson: $2,103,383; Mr. Cabrera: $1,132,616; Mr. Giesecke: $1,456,205; and Mr. Perna: $1,132,616. (2)The 2024 amounts represent the annual incentive bonus received by each NEO under the Knowles Annual Incentive Plan based on performance in 2024 as determined by the Compensation Committee. The annual incentive plan is discussed in our CD&A beginning on page 31 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 2024” on page 42 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 45 of this Proxy Statement. (4)Amounts included in this column for 2024 are set forth by category in the “2024 All Other Compensation Table” below.

  64. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table shows information regarding the awards made to our NEOs in 2024.

  65. Grants of Plan-Based Awards in 2024

    | 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) | 2/20/2024 | | | | | | | 118,209 | 1,980,001 | | | Performance Share Units(3) | 2/20/2024 | | | | 36,120 | 144,478 | 325,076 | | 3,480,475 | | | Annual Incentive Plan(4) | | 45,000 | 900,000 | 1,800,000 | | | | | | | John Anderson | Restricted Stock Units(2) | 2/20/2024 | | | | | | | 38,806 | 650,001 | | | Performance Share Units(3) | 2/20/2024 | | | | 9,702 | 38,806 | 87,314 | | 934,837 | | | Annual Incentive Plan(4) | | 16,875 | 337,500 | 675,000 | | | | | | | Raymond Cabrera | Restricted Stock Units(2) | 2/20/2024 | | | | | | | 20,896 | 350,008 | | | Performance Share Units(3) | 2/20/2024 | | | | 5,224 | 20,896 | 47,016 | | 503,385 | | | Annual Incentive Plan(4) | | 10,500 | 210,000 | 420,000 | | | | | | | Daniel Giesecke | Restricted Stock Units(2) | 2/20/2024 | | | | | | | 26,866 | 450,006 | | | Performance Share Units(3) | 2/20/2024 | | | | 6,717 | 26,866 | 60,449 | | 647,202 | | | Annual Incentive Plan(4) | | 15,750 | 315,000 | 630,000 | | | | | | | Robert Perna | Restricted Stock Units(2) | 2/20/2024 | | | | | | | 20,896 | 350,008 | | | Performance Share Units(3) | 2/20/2024 | | | | 5,224 | 20,896 | 47,016 | | 503,385 | | | Annual Incentive Plan(4) | | 15,750 | 315,000 | 630,000 | | | | | |

  66. Grants of Plan-Based Awards in 2024

    __________ (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 2024 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 2024 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 2024 to 2027 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 2024 performance under the Knowles Annual Incentive Plan (the "AIP"). The actual AIP award amount for the 2024 performance year paid in February 2025 is disclosed in the Summary Compensation Table in the column “Non-Equity Incentive Plan Compensation” for each NEO.

  67. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table provides information about equity awards made to the NEOs that are outstanding as of December 31, 2024, including outstanding stock option awards, unvested RSUs, and unvested PSUs held by each of the NEOs.

  68. Outstanding Equity Awards at Fiscal Year-End 2024

    | | 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 | 136,656 | | 16.07 | 02/19/2026 | 26,254(2) | 523,242 | 96,263(5) | 4,316,674 | | | 142,857 | | 16.77 | 02/09/2027 | 61,289(3) | 1,221,490 | 112,362(6) | 5,038,593 | | | | | | | 118,209(4) | 2,355,905 | 144,478(7) | 6,478,755 | | John Anderson | 42,017 | | 16.77 | 02/09/2027 | 9,461(2) | 188,558 | 28,382(5) | 1,272,720 | | | | | | | 22,700(3) | 452,411 | 34,049(6) | 1,526,842 | | | | | | | 38,806(4) | 773,404 | 38,806(7) | 1,740,158 | | Raymond Cabrera | 24,116 | | 16.07 | 02/19/2026 | 4,731(2) | 94,289 | 14,191(5) | 636,360 | | | 25,210 | | 16.77 | 02/09/2027 | 10,477(3) | 208,807 | 15,715(6) | 704,700 | | | | | | | 20,896(4) | 416,457 | 20,896(7) | 937,029 | | Daniel Giesecke | 30,145 | | 16.07 | 02/19/2026 | 6,307(2) | 125,699 | 18,921(5) | 848,465 | | | 31,513 | | 16.77 | 02/09/2027 | 13,969(3) | 278,402 | 20,953(6) | 939,585 | | | | | | | 26,866(4) | 535,439 | 26,866(7) | 1,204,739 | | Robert Perna | 26,718 | | 17.39 | 05/12/2026 | 5,519(2) | 109,994 | 16,556(5) | 742,412 | | | 29,412 | | 16.77 | 02/09/2027 | 12,223(3) | 243,604 | 18,334(6) | 822,142 | | | | | | | 20,896(4) | 416,457 | 20,896(7) | 937,029 |

  69. Outstanding Equity Awards at Fiscal Year-End 2024

    __________ (1)Based on a December 31, 2024 closing Knowles stock price of $19.93 per share. (2)The remaining RSUs subject to this award vested on February 7, 2025. (3)One-half of the remaining RSUs subject to this award vested on February 6, 2025, and the other half is scheduled to vest on February 6, 2026, 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 20, 2025, provided the NEO continues to be employed with Knowles through the vesting date. (5)The PSUs subject to this award vested on February 1, 2025 at 100.0% of target. The disclosed number of PSUs reflects vesting at maximum. 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 2022). See "Executive Compensation - Compensation Discussion & Analysis - Elements of Executive Compensation - Long-Term Incentives," beginning on page 35. (6)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 maximum. 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 - Compensation Discussion & Analysis - Elements of Executive Compensation - Long-Term Incentives," beginning on page 35. (7)The PSUs subject to this award vest on February 1, 2027, 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 maximum. 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 2024). See "Executive Compensation - Compensation Discussion & Analysis - Elements of Executive Compensation - Long-Term Incentives," beginning on page 35.

  70. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 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 2024.

  71. Option Exercises and Stock Vested in 2024

    | 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 | 157,699 | 739,099 | 169,487 | 2,803,189 | | John Anderson | 86,575 | 349,733 | 49,945(3) | 824,996 | | Raymond Cabrera | 27,829 | 89,888 | 27,449 | 453,400 | | Daniel Giesecke | 34,787 | 176,022 | 36,599 | 604,539 | | Robert Perna | — | — | 32,024(4) | 528,970 |

  72. Option Exercises and Stock Vested in 2024

    __________ (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 and 5,261 fully vested and deferred performance share units. As elected by Mr. Anderson, these shares will be deferred until January 31, 2026. (4)Includes 5,664 fully vested deferred restricted stock units and 14,730 fully vested and deferred performance share units. As elected by Mr. Perna, these shares will be deferred until his separation from service with Knowles.

  73. 2024 Nonqualified Deferred Compensation

    2024 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' 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 Knowles' spin-off from Dover 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.

  74. 2024 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 ($)(3) | | Jeffrey New | Knowles DCP | 60,000 | — | 16,389 | — | 194,413 | | | Legacy Knowles EDCP | — | — | 30,094 | — | 217,651 | | John Anderson | Knowles DCP | 152,478(4) | — | 49,706 | (205,825) | 346,702 | | Raymond Cabrera | Knowles DCP | — | — | — | — | — | | Daniel Giesecke | Knowles DCP | 106,480 | — | 28,600 | — | 252,681 | | | Legacy Knowles EDCP | — | — | 25,916 | — | 150,445 | | Robert Perna | Knowles DCP | 372,485(5) | — | 158,274 | — | 1,260,779 |

  75. 2024 Nonqualified Deferred Compensation

    (1)The amounts in this column represent employee compensation deferrals that are included in the Summary Compensation Table for fiscal year 2024. (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 for fiscal year 2024. (3)The amounts in this column include deferred portions of the base salary and/or cash bonus payable to each NEO as reported in the Summary Compensation Tables for previous years. (4)Includes the value of Mr. Anderson's fully vested deferred restricted stock units and performance share units based on the Knowles closing stock price on the vesting date. (5)Includes the value of Mr. Perna's fully vested deferred restricted stock units and performance share units based on the Knowles closing stock price on the vesting date.

  76. Pension Benefits Through 2024

    Pension Benefits Through 2024

  77. Pension Benefits Through 2024

    | 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 | 485,500 | — | | John Anderson | Knowles PRP | 4.3 | 65 | 28,300 | — | | Raymond Cabrera | Knowles PRP | 8.3 | 65 | 21,100 | — | | Daniel Giesecke (3) | Knowles PRP | 8.3 | 65 | — | — | | Robert Perna (4) | N/A | N/A | N/A | N/A | N/A |

  78. Pension Benefits Through 2024

    __________ (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, 2024. 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 5.40%. (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.

  79. 2024 Potential Payments upon Termination or Change-in-Control

    2024 Potential Payments upon Termination or Change-in-Control 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, 2024. 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. 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 describes the general payments to which each of the NEOs would be entitled to under various separation scenarios:

  80. 2024 Potential Payments upon Termination or Change-in-Control

    | Payment Programs / Benefits | For Cause Termination | Voluntary Termination | Involuntary Termination (Without Cause) other than Change-in-Control | Retirement (1) | Death or Disability | Change-in-Control Only (Single-Trigger) | Involuntary Termination following a Change-in-Control (“CIC”) (Double Trigger) | | Cash Severance | None | None | 12 months of base salary continuation, and target annual incentive bonus on a pro-rata basis for time worked during the year. | None | None | None | Lump sum payment equal to 2.0 multiplied by the sum of (i) base salary on termination date or CIC date (whichever is higher), and (ii) target annual incentive bonus for the year of termination, or CIC date (whichever is higher). | | Unvested RSUs | Forfeited at termination. | Forfeited at termination. | Forfeited at termination. | Continue to vest according to their original schedule. | Vesting accelerated. | None | Vesting accelerated. | | Unvested PSUs | Forfeited at termination. | Forfeited at termination. | Forfeited at termination. | Continue to vest according to their original schedule. | Vesting accelerated on a pro-rata basis. | None | Vesting accelerated. | | Retirement Plan (PRP) | Forfeited at termination. | Actuarial value of benefit accrued value through termination. | Actuarial value of benefit accrued value through termination. | Actuarial value of benefit accrued value through termination. | Actuarial value of benefit accrued value through termination. | Actuarial value of benefit accrued through date of change-in-control. | Actuarial value of benefit accrued through date of change-in-control. | | Nonqualified Deferred Compensation | Continue to accrue earnings and payable in accordance with the elections made. | | | | | | | | Health and Welfare Benefits (COBRA) | None | None | 12 months of company-provided COBRA continuation. | None | None | None | Lump sum payment equal to 12 months of COBRA costs. |

  81. 2024 Potential Payments upon Termination or Change-in-Control

    __________ (1)Retirement for Unvested RSUs and PSUs is having attained the age at least 62 and completed at least five (5) years of service with the Company. 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. The scenarios described above assume each NEO timely executes and complies with a Separation Agreement and Release, which must be in a form satisfactory to the Company. This agreement includes, but is not limited to, confidentiality, non-disparagement, and intellectual property protection covenants. Failure to execute or comply with the agreement can result in forfeiture and/or cancellation of outstanding equity awards. The table below summarizes the estimated aggregate payments and benefits each NEOs would be entitled to upon termination under various separation scenarios as if termination occurred on December 31, 2024. The actual amounts will be determined at the time of each executive's termination. Deferred compensation and pension amounts are detailed on pages 44 and 45, respectively, and therefore, are excluded from the table.

  82. 2024 Potential Payments upon Termination or Change-in-Control

    | | Involuntary Not For Cause Termination ($) | For Retirement ($) | For Death or Disability ($) | Involuntary Termination Following a Change-in-Control (Double-Trigger) ($) | | Jeffrey Niew | | | | | | Cash severance | 1,650,000(1) | — | — | 3,300,000(2) | | Unvested RSUs | — | 4,100,637(3) | 4,100,637(3) | 4,100,637(3) | | Unvested PSUs | — | 5,118,821(4) | 2,245,576(4) | 5,118,821(4) | | Health and welfare benefits | 15,548(5) | — | — | 15,548(5) | | Total: | 1,665,548 | 9,219,458 | 6,346,213 | 12,535,006 | | John Anderson | | | | | | Cash severance | 787,500(1) | — | — | 1,575,000(2) | | Unvested RSUs | — | 1,414,372(3) | 1,414,372(3) | 1,414,372(3) | | Unvested PSUs | — | 1,452,000(4) | 651,978(4) | 1,452,000(4) | | Health and welfare benefits | 22,063(5) | — | — | 22,063(5) | | Total: | 809,563 | 2,866,372 | 2,066,350 | 4,463,435 | | Raymond Cabrera | | | | | | Cash severance | 560,000(1) | — | — | 1,120,000(2) | | Unvested RSUs | — | 719,553(3) | 719,553(3) | 719,553(3) | | Unvested PSUs | — | 729,657(4) | 318,015(4) | 729,657(4) | | Health and welfare benefits | 21,883(5) | — | — | 21,883(5) | | Total: | 581,883 | 1,449,210 | 1,037,568 | 2,591,093 | | Daniel Giesecke | | | | | | Cash severance | 765,000(1) | — | — | 1,530,000(2) | | Unvested RSUs | — | 939,540(3) | 939,540(3) | 939,540(3) | | Unvested PSUs | — | 953,033(4) | 418,315(4) | 953,033(4) | | Health and welfare benefits | 21,864(5) | — | — | 21,864(5) | | Total: | 786,864 | 1,892,573 | 1,357,855 | 3,444,437 | | Robert Perna | | | | | | Cash severance | 765,000(1) | — | — | 1,530,000(2) | | Unvested RSUs | — | 770,055(3) | 770,055(3) | 770,055(3) | | Unvested PSUs | — | 781,854(4) | 351,067(4) | 781,854(4) | | Health and welfare benefits | 16,154(5) | — | — | 16,154(5) | | Total: | 781,154 | 1,551,909 | 1,121,122 | 3,098,063 |

  83. 2024 Potential Payments upon Termination or Change-in-Control

    (1)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, 2024). (2)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. (3)In the event of retirement, unvested Restricted Stock Units (“RSUs”) would continue to vest according to their original schedule; in the event of death or disability, unvested RSUs would vest upon termination date; in the event of CIC, unvested RSUs would 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, 2024 stock closing price of $19.93 per share. (4)In the event of retirement, unvested Performance Share Units (“PSUs”) would continue to vest according to their original schedule; in the event of death or disability, unvested PSUs would vest on a pro-rata basis through termination date; in the event of CIC, unvested PSUs 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 December 31, 2024 stock closing price of $19.93 per share. (5)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; in the event of CIC, such an amount will be paid in a lump sum payment.

  84. 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. In 2024, the divestiture of our CMM business on December 27, 2024, reduced our headcount by approximately 1,400 globally. In addition, approximately 800 Cornell Dubilier employees became part of Knowles employees following our acquisition on November 2, 2023. Given these changes, we reasonably believe our previous median employee no longer reflects our workforce demographics. As such, we selected December 31, 2024 to determine our new median employee, on which date Knowles had approximately 5,500 employees, with approximately 20% located in the United States and approximately 68% located in Asia, primarily in our manufacturing operations. For 2024, a.The annual total compensation of our identified median employee, other than Mr. Niew, was $13,382; b.Mr. Niew's annual total compensation, as reported in the Total column of the Summary Compensation Table, was $6,865,871; and c.Based on this information, the ratio of the annual total compensation of Mr. Niew to the median employee is estimated to be 513 to 1. Our ratio reflects the 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.

  85. 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 - Compensation Discussion & Analysis" beginning on page 26.

  86. 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) (7) | Company Selected Measure - Adjusted Free Cash Flow Margin (%) (8) | | | | | | | Knowles Total Share-holder Return ($)(5) | Peer Group Total Share-holder Return ($)(6) | | | | 2024 | 6,865,871 | 8,528,238 | 1,747,195 | 2,086,763 | 94.23 | 213.20 | 23.4 | 16.9% | | 2023 | 6,411,574 | 5,995,151 | 1,709,645 | 1,636,092 | 84.68 | 159.56 | 72.4 | 15.0% | | 2022 | 5,458,615 | (145,717) | 1,492,133 | 294,474 | 77.64 | 124.87 | (430.1) | 7.1% | | 2021 | 8,999,264 | 12,662,676 | 2,317,430 | 3,024,922 | 110.40 | 151.36 | 150.4 | 15.4% | | 2020 | 4,705,185 | (3,095,756) | 1,382,383 | (206,323) | 87.14 | 120.75 | 6.6 | 12.6% |

  87. Pay Versus Performance

    __________ (1)Jeffrey Niew served as the Company's principal executive officer for the entirety of the years in question. Between 2021 through 2024, 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:

  88. Pay Versus Performance

    | Jeffrey Niew | | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation(a) | $6,865,871 | $6,411,574 | $5,458,615 | $8,999,264 | $4,705,185 | | less, Change in Pension Value in Summary Compensation Table(b) | $(47,500) | $(2,800) | $0 | $0 | $(91,900) | | less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(c) | $(5,460,476) | $(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) | $6,766,819 | $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) | $596,930 | $(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 | $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) | $(193,406) | $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 | $0 | | plus, Service Cost and Prior Service Cost for Pension Plans ($)(i) | $0 | $0 | $0 | $0 | $0 | | equals, Compensation Actually Paid | $8,528,238 | $5,995,151 | $(145,717) | $12,662,676 | $(3,095,756) |

  89. 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 45 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:

  90. Pay Versus Performance

    | Other Named Executive Officers Average(a) | | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table - Total Compensation(b) | $1,747,195 | $1,709,645 | $1,492,133 | $2,317,430 | $1,382,383 | | less, Change in Pension Value in Summary Compensation Table(c) | $(1,150) | $(150) | $0 | $0 | $(1,367) | | less, Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(d) | $(1,097,208) | $(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) | $1,355,658 | $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) | $125,670 | $(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 | $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) | $(43,402) | $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 | $0 | | plus, Service Cost and Prior Service Cost for Pension Plans ($)(j) | $0 | $0 | $0 | $0 | $0 | | equals, Compensation Actually Paid | $2,086,763 | $1,636,092 | $294,474 | $3,024,922 | $(206,323) |

  91. 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 45 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 2024, 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 2024, 2023, 2022, 2021 and 2020, respectively, assuming reinvestment of dividends. (7)For fiscal 2024, Net Income excludes the CMM segment which was divested in that year; the CMM segment is included in Net Income for prior years (2020-2023). (8)Knowles' most important financial measure, not otherwise presented in the table above, is Adjusted Free Cash Flow Margin for fiscal year 2024.

  92. Relationship Between "Compensation Actually Paid" and Financial Performance Measures

    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 "Executive Compensation - Compensation Discussion & Analysis" in this Proxy Statement and the corresponding sections in our 2021, 2022, 2023 and 2024 proxy statements. The graph below outlines the relationship between “Compensation Actually Paid” to our CEO and other NEOs in 2020, 2021, 2022, 2023 and 2024 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. (1)Due to the CMM divestiture, FY 2024 financial results reflect our reclassification of CMM to discontinued operations. This reclassification does not impact the presentation of prior periods. The graph below outlines the relationship between "Compensation Actually Paid" and our adjusted free cash flow margin. (1)Due to the CMM divestiture, FY 2024 financial results reflect our reclassification of CMM to discontinued operations. This reclassification does not impact the presentation of prior periods. 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 2024.

  93. Relationship Between "Compensation Actually Paid" and Financial Performance Measures

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

  94. Relationship Between "Compensation Actually Paid" and Financial Performance Measures

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  95. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth certain information regarding the beneficial ownership, as of March 7, 2025 (except as otherwise stated), of our common stock by: •Each of our directors, director nominees, and NEOs; 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 87,689,673 shares of common stock outstanding on March 7, 2025. 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 7, 2025, and restricted stock units ("RSUs") and restricted stock held by that person that vest within 60 days of March 7, 2025 have been included. Such shares, however, are not deemed to be outstanding for purposes of computing the percentage ownership of any other person. 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.

  96. Directors and Executive Officers

    | Name of Beneficial Owner | Number of Shares(1) | Percentage | | Directors (except Mr. Niew): | | | | Laura Angelini | — | * | | Keith Barnes | 86,192(2) | * | | Jason Cardew | — | * | | Daniel Crowley | 40,928(3) | * | | Didier Hirsch | 128,409 | * | | Ye Jane Li | 61,138 | * | | Donald Macleod | 148,982(4) | * | | Cheryl Shavers | 48,933 | * | | Michael Wishart | 58,565 | * | | Named Executive Officers: | | | | Jeffrey Niew | 1,001,471 | 1.14% | | John Anderson | 217,022(5) | * | | Raymond Cabrera | 127,903 | * | | Daniel Giesecke | 186,816 | * | | Robert Perna | 117,503(6) | * | | Directors and executive officers as a group (14 persons) | 2,223,862 | 2.54% |

  97. Directors and Executive Officers

    * Less than one percent __________ (1)Includes shares of Company common stock subject to restricted stock unit awards that will vest within 60 days of March 7, 2025 as follows: Mr. Barnes – 10,740 shares; Mr. Crowley –- 10,740 shares; Mr. Hirsch – 10,740 shares; Ms. Li – 10,740 shares; Mr. Macleod – 10,740 shares; Dr. Shavers – 10,740 shares; and Mr. Wishart – 10,740 shares. Includes shares of Company common stock subject to stock options that are currently exercisable or will become exercisable within 60 days of March 7, 2025 as follows: Mr. Niew – 279,513 shares; Mr. Anderson – 42,017 shares; Mr. Giesecke –61,658 shares; Mr. Cabrera – 49,326 shares; and Mr. Perna – 56,130 shares. (2)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. (3)Includes 38,928 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. (4)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. (5)Includes 12,137 vested RSUs and 5,261 earned PSUs, the receipt of which has been deferred to January 31, 2026. (6)Includes 27,425 vested RSUs and 24,727 earned PSUs, the receipt of which has been deferred until Mr. Perna's separation from service with Knowles.