kn-20250314

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):

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No fee required.

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Fee paid previously with preliminary materials.

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


NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

Knowles Corporation u 1151 Maplewood Drive u 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.


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 Sh areholders Eng agement 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


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

SEC Form DEF 14A filed by Knowles Corporation