kn-20230317

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Pursuant to § 240.14a-12

KNOWLES CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

March 17, 2023

Dear Fellow Stockholders:

Notice is hereby given that the 2023 Annual Meeting of Shareholders (including any adjournments or postponements thereof, the "2023 Annual Meeting") of Knowles Corporation, a Delaware corporation (including any consolidated subsidiaries thereof, the "Company," "Knowles," "we," "us" and "our") will be held on May 2, 2023 at 9:00 a.m. Central Time at The Langham Chicago Hotel, 330 N. Wabash Avenue, Chicago, Illinois 60611. The principal business of the 2023 Annual Meeting will be the consideration of the following matters:

1.to elect the 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 2023;

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 2023 Annual Meeting.

All shareholders of record at the close of business on March 10, 2023 (the "Record Date") are entitled to vote at the 2023 Annual Meeting or any postponement or adjournment thereof. We plan to send a Notice of Internet Availability of Proxy Materials on or about March 17, 2023. 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

Secretary

Important Notice of Internet Availability of Proxy Materials for the Annual Meeting to be Held on May 2, 2023: The Notice of Meeting, Proxy Statement for the 2023 Annual Meeting, and Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available at www.proxyvote.com.


TABLE OF CONTENTS


PROXY STATEMENT SUMMARY			4
Annual Meeting Information			4
Agenda and Board Recommendations			4
Director Nominees			5
Board Composition and Diversity			5
Director Skills and Expertise			6
Corporate Governance Highlights			6
Executive Compensation Highlights			7

CORPORATE GOVERNANCE			11
Governance Guidelines and Codes			11
Director Independence			11
Board Leadership Structure			11
Risk Oversight			11
Director Attendance at Shareholders Meetings			11
Directors' Meetings			11
Audit Committee Procedures; Disclosure Controls and Procedures Committee			12
Complaints "Hotline" and Communication with Directors			12
Compensation Consultant Independence and Fee Disclosure			12
Qualifications and Nominations of Directors			12
Insider Trading Policy			13
Prohibition on Hedging, Pledging and Short Sales			13
Stock Ownership Guidelines			13
Clawback Policy			14

ONGOING SHAREHOLDERS ENGAGEMENT PROGRAM			14

CORPORATE RESPONSIBILITY AND SUSTAINABILITY			14
Environmental, Social, and Governance			14
Human Capital Management			16

PROPOSAL 1 — ELECTION OF DIRECTORS			18
Director Nominee Skills and Experience			18
Nominees for Election to the Board			18
Overview of the Board and Board Committees			25
Board, Committee, and Individual Director Evaluations			26
Procedures for Approval of Related Person Transactions			26
Directors' Compensation			27

PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			29
Audit Committee Report			30
Fees Paid to Independent Registered Public Accounting Firm			31


Pre-Approval of Services Provided by Independent Registered Public Accounting Firm			31

PROPOSAL 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			32

EXECUTIVE COMPENSATION			33
Compensation Discussion and Analysis – Executive Summary			33
202 2 Executive Compensation Program Structure			36
202 2 NEO Total Target Compensation Overview			40
202 2 NEO Compensation Decisions			40
Our Compensation Program Design Process			47
Other Compensation Programs and Policies			48
Compensation Committee Report			49
Summary Compensation Table			50
Grants of Plan-Based Awards in 2022			52
Outstanding Equity Awards at Fiscal Year-End 2022			53
Option Exercises and Stock Vested in 2022			54
2022 Nonqualified Deferred Compensation			54
Knowles Pension Replacement Plan			55
Pension Benefits Through 2022			56
2022 Potential Payments Upon Termination or Change-in-Control			56
Pay Ratio			60
Pay Versus Performance			61

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			66
Directors and Executive Officers			66
Certain Other Shareholders			67

INFORMATION ABOUT THE 202 3 ANNUAL MEETING			68

OTHER MATTERS			71
Shareholder Proposals and Director Nominations for the 202 4 Annual Meeting			71
Form 10-K and Other Filings			71
Shareholders Sharing the Same Address			71
Forward-Looking Statements			71

APPENDIX A			A-1
Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures			A-1


PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider in connection with the matters before the 2023 Annual Meeting. Please read the entire Proxy Statement carefully before voting.



			ANNUAL MEETING INFORMATION

			Date			May 2, 2023

			Time			9:00 a.m. Central Time

			Place			The Langham Chicago Hotel, 330 N. Wabash Avenue, Chicago, Illinois 60611.

			Record Date			The Board of Directors set March 10, 2023 as the Record Date for the 2023 Annual Meeting. This means that only shareholders as of the close of business on that date are entitled to receive this notice of the 2023 Annual Meeting and vote at the 2023 Annual Meeting and any adjournments or postponements of the 2023 Annual Meeting. A list of these shareholders will be available for at least ten days ending on the date before the 2023 Annual Meeting. To arrange review of the list of shareholders for any purpose relevant to the 2023 Annual Meeting, please contact investor relations at investorrelations@knowles.com.

			Voting			Shareholders at the close of business on the Record Date will be entitled to vote their shares using the Internet or the telephone or by attending the 2023 Annual Meeting in person. Instructions for voting by using the Internet or the telephone are set forth in the Notice of Internet Availability that has been provided to you. Shareholders of record who received a paper copy of the proxy materials also may vote their shares by marking their votes on the proxy card provided, signing and dating it, and mailing it in the envelope provided, or by attending and voting in person at the 2023 Annual Meeting. For more information on voting, attending the 2023 Annual Meeting, and other meeting information, please see "Information about the 2023 Annual Meeting" on page 68 of this Proxy Statement.



AGENDA AND BOARD RECOMMENDATIONS
		Unanimous Board Recommendation	See Page
Proposal 1	Election of nine directors named in this Proxy Statement for a one-year term or until their respective successors have been duly elected and qualified	FOR each nominee	18
Proposal 2	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023	FOR	29
Proposal 3	Non-binding, advisory vote to approve our named executive officer compensation	FOR	32

DIRECTOR NOMINEES

Our Board is currently comprised of nine directors. You are being asked to vote on the election of the director nominees listed below for a one-year term. For more information about the background and qualifications of the director nominees, please see "Nominees for Election to the Board" on page 18 of this Proxy Statement.

Name

Age

Independence

Tenure

Committees

Keith Barnes

Yes

9 Years

Compensation Committee
Governance and Nominating Committee

Daniel Crowley

Yes

1 Year

Compensation Committee

Hermann Eul

Yes

7 Years

Compensation Committee

Didier Hirsch

Yes

8 Years

Audit Committee
Governance and Nominating Committee

Ye Jane Li

Yes

5 Years

Audit Committee
Governance and Nominating Committee

Donald Macleod

Yes

9 Years

Audit Committee

Jeffrey Niew

9 Years

N/A

Cheryl Shavers

Yes

5 Years

Compensation Committee
Governance and Nominating Committee

Michael Wishart

Yes

3 Years

Audit Committee

DIRECTOR SKILLS AND EXPERTISE

Qualifications/Experience

Barnes

Crowley

Eul

Hirsch

Macleod

Niew

Shavers

Wishart

Strategic Planning

●

Global/International

●

Technology Industry Experience

●

Financial Expertise

●

Sales, Marketing and Brand Management

●

Engineering

●

Supply Chain

●

Investment Banking/ Capital Markets

●

Enterprise Risk Management

●

Information Technology

●

Public Company Board

●

CORPORATE GOVERNANCE HIGHLIGHTS

•

All directors are elected annually

•

Each Board committee is comprised of independent directors

•

Separate non-executive Chairman and Chief Executive Officer roles

•

Average tenure of independent directors is six years

•

Regular Board, committee and director evaluations

•

Highly engaged Board

•

Policies prohibiting hedging and pledging of Company stock

•

Simple majority voting standard for uncontested director elections with a director resignation policy

•

Robust annual director evaluation program

•

Corporate Governance Guidelines include a “Rooney Rule” for director searches to further increase Board diversity


EXECUTIVE COMPENSATION HIGHLIGHTS

SEC Form DEF 14A filed by Knowles Corporation