8-K: Knowles Corporation Appoints Jason Cardew to Board of Directors, Expanding Board to Ten Members

Knowles Corporation has appointed Jason Cardew, Senior Vice President and Chief Financial Officer of Lear Corporation, as an independent director, increasing the board size to ten members.

Summary

• Knowles Corporation has appointed Jason Cardew to its Board of Directors, effective June 18, 2024.
• This appointment increases the size of the board from nine to ten members.
• Mr. Cardew will also serve on the Audit Committee.
• He is currently the Senior Vice President and Chief Financial Officer at Lear Corporation.
• Mr. Cardew's compensation includes an annual retainer of $235,000, with $65,000 in cash and $170,000 in restricted stock units, plus an additional $10,000 for Audit Committee service and a one-time grant of $170,000 in restricted stock units.
• His initial annual retainer will be prorated to reflect his time on the board during his first year.
• The board has determined that Mr. Cardew meets the standards of independence under the company's guidelines and the New York Stock Exchange listing standards.

Sentiment

Score: 7

Explanation: The document reflects a positive development with the appointment of a qualified director, but it is a routine corporate action and not a major event.

Positives

• The appointment of Jason Cardew brings significant financial and operational experience to the Knowles board.
• Mr. Cardew's background at Lear Corporation, a large global manufacturer, is expected to benefit Knowles.
• His experience in the automotive OEM market is seen as valuable for Knowles' strategic direction.
• The board has determined that Mr. Cardew meets the standards of independence, ensuring good corporate governance.

Future Outlook

Knowles aims to enhance shareholder value by focusing on higher value solutions and markets, leveraging Mr. Cardew's expertise.

Management Comments

• Don Macleod, chairman of the board of Knowles, stated that Mr. Cardew's experience at Lear Corporation and insights into the automotive OEM market will benefit Knowles.
• He also mentioned that Knowles will continue to focus on higher value solutions and markets to enhance shareholder value.

Industry Context

The appointment of a seasoned executive from the automotive technology sector aligns with Knowles' strategy to diversify its revenue and increase exposure to high-growth markets, including the electric vehicle sector.

Comparison to Industry Standards

• The appointment of an independent director with significant financial experience is a common practice among publicly traded companies to ensure good corporate governance.
• The compensation structure for non-employee directors, including cash retainers and stock grants, is consistent with industry standards for companies of similar size and market capitalization.
• Lear Corporation, where Mr. Cardew currently serves as CFO, is a major player in the automotive technology sector, similar to how Knowles is a leader in its niche markets.

Management Changes

Stakeholder Impact

• Shareholders may view the appointment positively due to Mr. Cardew's experience and the potential for enhanced strategic direction.
• Employees may see this as a positive step for the company's growth and stability.
• Customers and suppliers may not be directly impacted by this appointment.

Next Steps

• Mr. Cardew will serve on the Board until the next annual meeting of shareholders.
• He will participate in the Audit Committee meetings.
• His compensation will be prorated for his first year of service.

Key Dates

Keywords

Board of Directors, Jason Cardew, Corporate Governance, Audit Committee, Director Appointment, Lear Corporation, Financial Officer, Independent Director