Knowles Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Knowles Corporation (KN) on February 17, 2026. The filing discloses a special equity award granted to the Company's Chief Operating Officer, Daniel J. Giesecke, pursuant to the 2018 Equity and Cash Incentive Plan.
Key Financial Metrics
The filing does not report consolidated revenue, profit, cash flow, margins, debt, or liquidity metrics for the Company. The only financial data provided relates to the specific executive compensation award:
- Award Type: Performance Share Units (PSUs)
- Target Grant Value: $500,000 (Grant Date Fair Value)
- Target Number of PSUs: 18,423
- Performance Period: January 1, 2026 to December 31, 2027
- Payout Range: 0% to 140% of target
Material Changes and Award Structure
The award is tied to the performance of the Company's Cornell Dubilier (CD) Business Unit. Vesting is contingent upon achieving specific revenue and adjusted EBIT goals over a two-year period. The metrics are weighted as follows:
- 25% based on Year 1 Revenue Goal
- 25% based on Year 1 Adjusted EBIT Goal
- 25% based on Year 2 Revenue Goal
- 25% based on Year 2 Adjusted EBIT Goal
Performance goals are set annually by the Compensation Committee. Year 1 results are "banked," but no shares vest until the final certification after the Performance Period concludes, provided the executive remains employed.
Outlook, Risks, and Contingencies
Change of Control Provisions:
- During Year 1: The executive earns the target number of PSUs immediately.
- During Year 2: The executive earns the sum of "Banked PSUs" plus 50% of the target number of PSUs.
- Termination: If the executive is terminated within 3 months prior to, upon, or within 18 months following a Change of Control, the payout occurs within 60 days.
Forfeiture Risk: If employment ends for any reason prior to the end of the Performance Period (excluding Change of Control scenarios), the award automatically terminates and all PSUs are forfeited.
Investor Verification Checklist
- Verify the specific revenue and adjusted EBIT targets for the CD Business Unit for 2026 and 2027, as these are set annually and not disclosed in this filing.
- Review the attached Exhibit 10.1 (Special Performance Award Agreement) for detailed definitions of "Termination of Service" and "Change of Control."
- Monitor future filings for the annual certification of performance goals by the Compensation Committee.
- Confirm the continued employment status of Daniel J. Giesecke through the 2027 performance period.