Form 4: Knowles COO Giesecke Reports Equity Compensation

Knowles Corp's Senior VP & COO, Daniel J. Giesecke, reported the settlement of performance share units and the grant of restricted stock units, alongside related tax withholdings.

Summary

• Daniel J. Giesecke, Senior Vice President & COO of Knowles Corp, reported multiple equity transactions.
• On February 17, 2026, Giesecke acquired 39,685 shares of Common Stock at $27.14, representing the settlement of performance share units (PSUs) for the performance period January 1, 2023, through December 31, 2025.
• Concurrently, 17,581 shares of Common Stock were disposed of at $27.14 to cover tax liabilities related to the PSU settlement.
• Also on February 17, 2026, Giesecke acquired 16,581 Restricted Stock Units (RSUs) at a price of $0.0, which will vest ratably over three years starting from the first anniversary of the award.
• On February 18, 2026, 3,624 shares of Common Stock were disposed of at $27.16 to cover tax liabilities related to the vesting of a restricted stock grant issued on February 18, 2025.
• Following these transactions, Giesecke beneficially owns 200,024 shares of Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it details routine executive equity compensation events that are part of pre-established plans and do not indicate new operational or financial developments.

Positives

• Settlement of 39,685 performance share units (PSUs) indicates the achievement of performance goals over the three-year period from January 1, 2023, through December 31, 2025.
• Grant of 16,581 Restricted Stock Units (RSUs) at a $0.0 price represents future equity compensation, aligning management incentives with long-term shareholder value.

Negatives

• Disposition of 17,581 shares at $27.14 and 3,624 shares at $27.16 for tax withholding purposes reduces the immediate beneficial ownership of the executive. This is a standard practice but results in fewer shares held.

Future Outlook

The Restricted Stock Units granted on February 17, 2026, are scheduled to vest ratably over three years, commencing on the first anniversary of the award, indicating future equity compensation events.

Industry Context

StockSavvy.ai notes that these transactions are typical for executive compensation packages in publicly traded companies, involving the vesting and settlement of long-term incentive awards like Performance Share Units (PSUs) and Restricted Stock Units (RSUs). Such awards are designed to align executive interests with shareholder value creation over multi-year periods.

Comparison to Industry Standards

• These equity compensation practices, including PSU settlements based on performance and RSU grants with multi-year vesting, are standard across the technology and manufacturing sectors for executive retention and incentive alignment.
• Companies like Analog Devices (ADI) and Cirrus Logic (CRUS) frequently utilize similar structures for their executive compensation, reflecting a common approach to linking pay to performance and long-term commitment.

Stakeholder Impact

• Shareholders: Minor dilution from the issuance of new shares for PSU settlement and RSU grants, but also indicates management's continued alignment with long-term company performance.
• Employees: Reflects standard executive compensation practices, potentially setting a precedent for other equity award recipients.

Next Steps

• The Restricted Stock Units granted on February 17, 2026, will vest ratably over three years, commencing on the first anniversary of the award.

Key Dates

Keywords

Knowles Corp, KN, Form 4, insider transaction, equity compensation, performance share units, restricted stock units, PSU, RSU, executive compensation, stock award