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Knowles Corp. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Wednesday, 2/21/24, at 4:44pm ET   ·   For:  12/31/23   ·   Accession #:  1587523-24-17   ·   File #:  1-36102

Previous ‘10-K’:  ‘10-K’ on 2/9/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   22 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/21/24  Knowles Corp.                     10-K       12/31/23  116:16M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.64M 
 2: EX-21.1     Subsidiaries List                                   HTML     39K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML     30K 
 7: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     36K 
                Awarded Compensation                                             
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     36K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     36K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     33K 
13: R1          Document and Entity Information                     HTML     90K 
14: R2          Cover                                               HTML     34K 
15: R3          Audit Information                                   HTML     36K 
16: R4          Consolidated Statements of Earnings                 HTML    240K 
17: R5          Consolidated Statements of Comprehensive Earnings   HTML     75K 
18: R6          Consolidated Balance Sheets                         HTML    153K 
19: R7          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
20: R8          Consolidated Statement of Stockholders' Equity      HTML    118K 
21: R9          Consolidated Statements of Cash Flows               HTML    139K 
22: R10         Summary of Significant Accounting Policies          HTML     67K 
23: R11         Disposed and Discontinued Operations (Notes)        HTML     34K 
24: R12         Property, Plant and Equipment, net                  HTML     42K 
25: R13         Intangible Assets, Goodwill and Other               HTML     79K 
26: R14         Leases, Codification Topic 842                      HTML     86K 
27: R15         Accrued Expenses and Other Liabilities              HTML     68K 
28: R16         Restructuring and Related Activities                HTML     78K 
29: R17         Hedging Transactions and Derivative Instruments     HTML     80K 
30: R18         Borrowings and Lines of Credit                      HTML     67K 
31: R19         Income Taxes                                        HTML    134K 
32: R20         Equity Incentive Program                            HTML    118K 
33: R21         Commitments and Contingent Liabilities              HTML     37K 
34: R22         Employee Benefit Plans (Notes)                      HTML    179K 
35: R23         Other Comprehensive (Loss) Earnings                 HTML     95K 
36: R24         Segment Information                                 HTML    129K 
37: R25         Earnings per Share                                  HTML     58K 
38: R26         Schedule II - Valuation and Qualifying Accounts     HTML     59K 
39: R27         Pay vs Performance Disclosure                       HTML     43K 
40: R28         Insider Trading Arrangements                        HTML     33K 
41: R29         Summary of Significant Accounting Policies          HTML    101K 
                (Policies)                                                       
42: R30         Leases (Policies)                                   HTML     34K 
43: R31         Inventories (Tables)                                HTML     41K 
44: R32         Property, Plant and Equipment, net (Tables)         HTML     41K 
45: R33         Goodwill and Other Intangible Assets (Tables)       HTML     85K 
46: R34         Leases (Tables)                                     HTML     92K 
47: R35         Accrued Expenses and Other Liabilities (Tables)     HTML     71K 
48: R36         Restructuring and Related Activities (Tables)       HTML     78K 
49: R37         Hedging Transactions and Derivative Instruments     HTML     74K 
                (Tables)                                                         
50: R38         Borrowings and Lines of Credit (Tables)             HTML     51K 
51: R39         Income Taxes (Tables)                               HTML    133K 
52: R40         Equity Incentive Program (Tables)                   HTML    133K 
53: R41         Employee Benefit Plans (Tables)                     HTML    178K 
54: R42         Other Comprehensive (Loss) Earnings (Tables)        HTML     96K 
55: R43         Segment Information (Tables)                        HTML    129K 
56: R44         Earnings per Share (Tables)                         HTML     57K 
57: R45         Summary of Significant Accounting Policies          HTML    141K 
                (Details)                                                        
58: R46         Disposed and Discontinued Operations (Details)      HTML     42K 
59: R47         Disposed and Discontinued Operations (Details)      HTML     35K 
60: R48         Acquisition Acquisition (Details)                   HTML    182K 
61: R49         Acquisition Acquisition - Selected Unaudited        HTML     86K 
                Pro-forma Combined Statement of Earnings (Details)               
62: R50         Impairments (Details)                               HTML     61K 
63: R51         Inventories (Details)                               HTML     43K 
64: R52         Property, Plant and Equipment, net (Details)        HTML     67K 
65: R53         Goodwill and Other Intangible Assets - Goodwill     HTML     63K 
                (Details)                                                        
66: R54         Goodwill and Other Intangible Assets - Intangible   HTML     71K 
                Assets and Amortization Expense (Details)                        
67: R55         Goodwill and Other Intangible Assets -              HTML     34K 
                Indefinite-Lived Intangible Assets (Details)                     
68: R56         Goodwill and Other Intangible Assets - Future       HTML     46K 
                Amortization Expense (Details)                                   
69: R57         Leases (Details)                                    HTML    131K 
70: R58         Accrued Expenses and Other Liabilities - Schedule   HTML     53K 
                of Accrued Expenses (Details)                                    
71: R59         Accrued Expenses and Other Liabilities - Schedule   HTML     57K 
                of Other Liabilities (Details)                                   
72: R60         Accrued Expenses and Other Liabilities Accrued      HTML     43K 
                Expenses and Other Liabilities - Product Warrant                 
                Accrual Rollforward (Details)                                    
73: R61         Restructuring and Related Activities - Costs        HTML     51K 
                Recognized and Remaining Costs (Details)                         
74: R62         Restructuring and Related Activities -              HTML    103K 
                Restructuring Activities (Details)                               
75: R63         Restructuring and Related Activities - Balance      HTML     45K 
                Sheet Location (Details)                                         
76: R64         Hedging Transactions and Derivative Instruments -   HTML     57K 
                Narrative (Details)                                              
77: R65         Hedging Transactions and Derivative Instruments -   HTML     86K 
                Fair Value of Derivative Instruments (Details)                   
78: R66         Hedging Transaction and Derivative Instruments -    HTML     46K 
                Fair Value of Derivatives Qualifying as Hedging                  
                Instrument (Details)                                             
79: R67         Borrowings and Lines of Credit - Schedule of        HTML    112K 
                Long-term Debt Instruments (Details)                             
80: R68         Borrowings and Lines of Credit - Schedule of        HTML     54K 
                Interest Expense and Interest Income (Details)                   
81: R69         Borrowings and Lines of Credit Borrowings and       HTML    148K 
                Lines of Credit - Narrative (Details)                            
82: R70         Income Taxes - Income before Tax, Domestic and      HTML    111K 
                Foreign (Details)                                                
83: R71         Income Taxes - Components of Income Tax Expense     HTML     62K 
                (Benefit) (Details)                                              
84: R72         Income Taxes - Effective Income Tax Rate            HTML     86K 
                Reconciliation (Details)                                         
85: R73         Income Taxes - Deferred Tax Assets and Liabilities  HTML     73K 
                (Details)                                                        
86: R74         Income Taxes - Net Operating Loss and Tax Credit    HTML     80K 
                Carryforwards (Details)                                          
87: R75         Income Taxes - Unrecognized Tax Benefits (Details)  HTML     48K 
88: R76         Equity Incentive Program - Share Based              HTML     67K 
                Compensation Expense (Details)                                   
89: R77         Equity Incentive Program - Stock Options and SSARs  HTML    141K 
                (Details)                                                        
90: R78         Equity Incentive Program - RSUs (Details)           HTML     74K 
91: R79         Equity Incentive Program - Additional Information   HTML     47K 
                (Details)                                                        
92: R80         Equity Incentive Program Equity Incentive Program   HTML     54K 
                - Other Information Regarding SSARs and Stock                    
                Options (Details)                                                
93: R81         Equity Incentive Program Equity Incentive Program   HTML     89K 
                - PSUs (Details)                                                 
94: R82         Employee Benefit Plans - Additional Information     HTML     45K 
                (Details)                                                        
95: R83         Employee Benefit Plans - Change in Benefit          HTML    104K 
                Obligation and Funded Status (Details)                           
96: R84         Employee Benefit Plans - Accumulated Benefit        HTML     47K 
                Obligations in Excess of Plan Assets (Details)                   
97: R85         Employee Benefit Plans - Components of the Net      HTML     56K 
                Periodic Benefit Cost (Details)                                  
98: R86         Employee Benefit Plans - Actuarial Assumptions      HTML     63K 
                (Details)                                                        
99: R87         Employee Benefit Plans - Fair Value of Plan Assets  HTML     74K 
                by Category (Details)                                            
100: R88         Employee Benefit Plans - Future Estimates           HTML     48K  
                (Details)                                                        
101: R89         Employee Benefit Plans - Supplemental Retirement    HTML     39K  
                Plan (Details)                                                   
102: R90         Other Comprehensive (Loss) Earnings - Amounts       HTML     71K  
                Recognized in OCI (Details)                                      
103: R91         Other Comprehensive (Loss) Earnings - Components    HTML     48K  
                of AOCI (Details)                                                
104: R92         Other Comprehensive (Loss) Earnings - Changes in    HTML     52K  
                Components of AOCI (Details)                                     
105: R93         Segment Information - Information on Reportable     HTML    156K  
                Segments (Details)                                               
106: R94         Segment Information - Reportable Segments Adjusted  HTML     51K  
                Working Capital and Assets (Details)                             
107: R95         Segment Information - Revenue by Geographic         HTML     56K  
                Location (Details)                                               
108: R96         Segment Information Segment Information -           HTML     42K  
                Concentration of Credit Risk (Details)                           
109: R97         Earnings per Share (Details)                        HTML    142K  
110: R98         Schedule II - Valuation and Qualifying Accounts     HTML     58K  
                (Details)                                                        
111: R9999       Uncategorized Items - kn-20231231.htm               HTML     32K  
113: XML         IDEA XML File -- Filing Summary                      XML    213K  
116: XML         XBRL Instance -- kn-20231231_htm                     XML   3.58M  
112: EXCEL       IDEA Workbook of Financial Report Info              XLSX    260K  
 9: EX-101.CAL  XBRL Calculations -- kn-20231231_cal                 XML    304K 
10: EX-101.DEF  XBRL Definitions -- kn-20231231_def                  XML   1.49M 
11: EX-101.LAB  XBRL Labels -- kn-20231231_lab                       XML   3.05M 
12: EX-101.PRE  XBRL Presentations -- kn-20231231_pre                XML   2.19M 
 8: EX-101.SCH  XBRL Schema -- kn-20231231                           XSD    225K 
114: JSON        XBRL Instance as JSON Data -- MetaLinks              805±  1.25M  
115: ZIP         XBRL Zipped Folder -- 0001587523-24-000017-xbrl      Zip    774K

‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
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1 KNOWLES CORPORATION POLICY ON RECOUPMENT OF INCENTIVE COMPENSATION Except as provided in this policy, the Compensation Committee of the Board of Directors (the "Committee") of Knowles Corporation (the "Company") shall, to the extent legally permitted, require the return, repayment or forfeiture of any performance-based cash or equity incentive compensation payment or award ("Covered Compensation") made, granted or vested to any Executive Officer (as defined below) during the 3 fiscal years immediately preceding the date: (1) the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a "Restatement") upon which the payment or the grant or vesting of the award was predicated; and (2) a lower payment or award would have been made to the Executive Officer, or an award granted to the Executive Officer would have vested at a lower level, based upon such Restatement. In each such instance, the amount required to be returned, repaid or forfeited shall be (a) the amount by which the Executive Officer's payment, award or level of vesting for the relevant period exceeded the lower payment, award or level of vesting that would have been made, granted or determined based on the restated financial results, without regard to any taxes paid, or (b) for any incentive compensation payment, award or level of vesting that is based on stock price or total stockholder return, the amount based on a reasonable estimate of the effect of the Restatement on the stock price or total stockholder return upon which the payment, award or level of vesting of incentive compensation was based. In addition to these amounts that will be required to be returned, repaid or forfeited, the Committee may, in its discretion, require, to the extent legally permitted, that additional amounts of Covered Compensation be returned, repaid or forfeited. Notwithstanding the foregoing, the Committee shall not be required to seek or require the return, repayment or forfeiture of any performance-based cash or equity incentive compensation payment or award to any Executive Officer where the Committee, in its discretion, determines that it would be impracticable to do so because either: (1) after the Company has made a reasonable attempt to recover such erroneously awarded compensation, documented such reasonable attempt(s) to recover, and provided that documentation to the NYSE, the Committee determines that the direct expenses to third parties to effect the return, repayment or forfeiture of any such performance-based compensation will exceed the amounts to be recovered from any Executive Officer, or (2) recovery from a tax-qualified retirement plan would likely cause such plan to fail to meet the statutory requirements for tax exemption.

 
2 In addition, the Committee may, in its discretion, require the return, repayment or forfeiture of any Covered Compensation from any Executive Officer when there has not been a Restatement if the Committee determines in its sole discretion, exercised in good faith, that the Executive Officer has: (1) engaged conduct that constitutes willful misconduct, dishonesty, or gross negligence in the performance of their duties; (2) engaged in conduct which is demonstrably and materially injurious to the Company, or that materially harms the reputation, good will, or business of the Company, or otherwise achieves general notoriety and which is scandalous, immoral or illegal; (3) been convicted of, or entered a plea of nolo contendere (or a similar plea) to, a crime that constitutes a felony, or crime that constitutes a misdemeanor involving moral turpitude, dishonesty or fraud; (4) been found liable in any Securities and Exchange Commission or other civil or criminal securities law action; or (5) violated the Company's Code of Conduct.1 For purposes of this Policy, the term "Executive Officer" means: (i) all current or former persons who are or were designated by the Board of Directors as "officers" for purposes of Section 16 under the Securities Exchange Act of 1934, as amended ("Section 16 Officers") and (ii) all current and former direct reports to the Chief Executive Officer ("Senior Executive Team Members"), who served as a Section 16 Officer or Senior Executive Team Member at any time during the performance period associated with any performance-based compensation that the Committee is seeking to recover or forfeit in accordance with this policy. Executive Officers shall each be subject to the recoupment provisions of this Policy regardless of the existence of or their role in, any fault, misconduct, or negligence with regard to the Restatement. No current or former Executive Officer shall be eligible for indemnification from the Company or recovery under any insurance policy maintained by the Company for any performance-based compensation that the Committee recoups or forfeits under this Policy. In addition, the Company may not enter into any indemnification arrangement with any current or former Executive Officer which avoids or nullifies the recovery or forfeiture of performance- based compensation which the Committee is required to recover, recoup or forfeit under this Policy. The Committee shall make all determinations regarding the application and operation of this Policy in its sole discretion, and all such determinations shall be final and binding. Notwithstanding the foregoing, the Committee may amend or change the terms of this Policy at any time for any reason, including as required to comply with the rules of the SEC and the NYSE implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Further, the exercise by the Committee of any rights pursuant to this Policy shall be without prejudice to any other rights that the Company or the Committee may have with respect to any Executive Officer subject to this Policy. This policy is effective May 2, 2023 (the "Effective Date"). 1 The provisions of this paragraph are not required by the SEC's clawback rules, however institutional investors are increasingly interested in seeing enhanced clawbacks that include these types of provisions. The suggested language here is based on the definition of "Cause" in our Executive Severance Plans.

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/21/24
For Period end:12/31/23
5/2/2310-Q,  4,  8-K
 List all Filings 

22 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/02/23  Knowles Corp.                     10-Q        9/30/23   76:17M
 9/28/23  Knowles Corp.                     8-K:1,2,9   9/25/23   12:71M
 9/21/23  Knowles Corp.                     8-K:1,9     9/15/23   12:51M
 2/09/23  Knowles Corp.                     10-K       12/31/22  115:17M
 2/09/23  Knowles Corp.                     8-K:1,2,9   2/08/23   14:64M
10/27/22  Knowles Corp.                     8-K:2,5,9  10/25/22   14:14M
 5/01/20  Knowles Corp.                     8-K:5,9     4/27/20   16:16M
11/04/19  Knowles Corp.                     8-K:5,9    10/29/19   13:8.7M
 7/31/19  Knowles Corp.                     10-Q        6/30/19   87:21M
 7/30/18  Knowles Corp.                     10-Q        6/30/18   82:14M
 4/30/18  Knowles Corp.                     10-Q        3/31/18   77:9M
 3/14/18  Knowles Corp.                     DEF 14A     5/01/18    1:2M                                     Donnelley … Solutions/FA
10/30/17  Knowles Corp.                     10-Q        9/30/17   78:37M
 4/28/17  Knowles Corp.                     10-Q        3/31/17   73:7.7M
 2/21/17  Knowles Corp.                     10-K       12/31/16  121:16M
 8/09/16  Knowles Corp.                     10-Q        6/30/16   78:11M
 3/15/16  Knowles Corp.                     DEF 14A     5/03/16    1:2M                                     Donnelley … Solutions/FA
 2/19/16  Knowles Corp.                     10-K       12/31/15  117:14M
 3/28/14  Knowles Corp.                     10-K       12/31/13    7:2.3M
 3/11/14  Knowles Corp.                     8-K:5,9     3/07/14    5:162K                                   Donnelley … Solutions/FA
 3/03/14  Knowles Corp.                     8-K:1,2,3,5 2/28/14   13:1.3M                                   Donnelley … Solutions/FA
11/15/13  Knowles Corp.                     10-12B/A¶             16:3.5M                                   Donnelley … Solutions/FA
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