KNOWLES CORP (KN)
Sector: Information Technology
2026 Annual Meeting Analysis
KNOWLES CORP · Meeting: April 28, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors Named in this Proxy Statement for a One-Year Term
Joined in December 2024 (within 24 months), so she is exempt from the TSR trigger; brings relevant medical device and global manufacturing experience appropriate for Knowles's MedTech focus.
Knowles's 3-year total shareholder return of +48.2% outperforms the compensation peer group median of +4.7% by +43.5 percentage points, well below the 50-point underperformance threshold required to trigger a No vote; no overboarding or other flags identified.
Joined in June 2024 (within 24 months), so he is exempt from the TSR trigger; serves as audit committee chair and brings strong CFO-level financial expertise at a major global manufacturer.
Joined in July 2022; TSR outperformance versus peers means no underperformance trigger applies; brings deep aerospace and defense industry experience relevant to Knowles's defense end markets.
Director since 2018; Knowles's strong peer-relative TSR performance means the underperformance trigger does not apply; brings semiconductor and technology industry expertise relevant to Knowles's business.
As CEO and director since 2014, he is subject to the same TSR trigger as other directors; Knowles's 3-year TSR of +48.2% outperforms the peer median of +4.7% by +43.5 percentage points, so no underperformance trigger fires.
Director since 2017; TSR outperformance versus peers means the underperformance trigger does not apply; brings technology and engineering leadership experience relevant to Knowles's industrial technology strategy.
Director since 2020; TSR outperformance versus peers means the underperformance trigger does not apply; brings investment banking and semiconductor industry expertise that supports capital markets and strategic decision-making.
All eight director nominees receive a FOR recommendation. Knowles's 3-year total shareholder return of +48.2% outperforms the compensation peer group median of +4.7% by +43.5 percentage points, which is well below the 50-percentage-point underperformance threshold required to trigger No votes under the policy's strong-positive-TSR tier. Two recently appointed directors (Angelini, Cardew) are within the 24-month new-director exemption. No overboarding, attendance, independence, or familial-relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Jeffrey Niew
Total Comp
$8,674,916
Prior Support
98%%
The CEO's total reported compensation of approximately $8.7 million is within a reasonable range for a CEO at a $2.1 billion industrial technology company, and the pay structure is sound — 88% of the CEO's pay is at risk and variable, well above the 50-60% threshold the policy requires. The incentive design uses meaningful, pre-set performance goals including relative total shareholder return versus the Russell 2000 Index, revenue, adjusted earnings margin, and free cash flow margin, which are long-term and not easily manipulated. Pay-for-performance alignment is strong: the company outperforms its compensation peer group on a 3-year basis by over 43 percentage points, annual bonuses paid above target reflect genuine financial outperformance across most business units, and the 2023 performance stock awards paid out at 189% based on a 68th-percentile shareholder return ranking. The prior-year say-on-pay vote received 98% support, and the company maintains a robust clawback policy, stock ownership guidelines, and independent compensation consultant.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
13 yrs
Audit Fees
$2,091,409
Non-Audit Fees
$24,561
PwC has audited Knowles since 2013 — a tenure of approximately 13 years, well below the 25-year threshold that would trigger a No vote. Non-audit fees of $24,561 represent only about 1.2% of audit fees of $2,091,409, far below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of Knowles's size and complexity.
Overall Assessment
The 2026 Knowles annual meeting ballot is straightforward and largely free of governance concerns. All eight director nominees earn FOR recommendations on the strength of strong peer-relative total shareholder return over three years; the auditor is a Big 4 firm with a reasonable tenure and minimal non-audit fees; and the executive compensation program earns a FOR recommendation given its high proportion of at-risk pay, meaningful performance conditions, and demonstrated pay-for-performance alignment backed by 98% shareholder support in the prior year.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing