Knowles Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Knowles Corporation on December 6, 2024. The filing reports the election of a new director to the Board of Directors and details the associated compensatory arrangements.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance changes.
Material Changes
The primary material change reported is the appointment of Laura Angelini as a new director on December 6, 2024. She was appointed to serve on the Compensation Committee. The Board determined that Ms. Angelini meets the standards of independence under the Company's Standards for Director Independence and applicable New York Stock Exchange listing standards.
Management Commentary and Compensation
Ms. Angelini brings 30 years of experience in the medical device and healthcare industry, including roles at Baxter International Inc. and Johnson & Johnson. Her compensation package includes:
- An annual retainer of $235,000 (comprising $65,000 cash and $170,000 in restricted stock units vesting on the first anniversary).
- An additional annual retainer of $8,000 for service on the Compensation Committee.
- A one-time grant of $170,000 in restricted stock units vesting on the third anniversary.
- Proration of the initial annual retainer to reflect the time served during her first year.
There are no related party transactions or special arrangements associated with her selection.
Investor Verification Checklist
- Verify the full text of the press release dated December 9, 2024 (Exhibit 99.1) for additional context on the appointment.
- Review the Company's Annual Proxy Statement filed on March 15, 2024, for the complete description of non-employee director compensation.
- Confirm Ms. Angelini's current board memberships at DCC plc and Identiv, Inc. as disclosed.