Cheryl Shavers
KnowlesAbout Cheryl Shavers
Independent director at Knowles (KN) since August 2017; age 71. She chairs the Governance & Nominating Committee and serves on the Compensation Committee. Background includes U.S. Under Secretary of Commerce for Technology (1999–2001), senior roles at Intel/Intel Capital, and current CEO/Chairman of Global Smarts, Inc. Her skills matrix highlights strategic planning, global/industrial tech experience, enterprise risk management, information technology, and extensive public board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Smarts, Inc. | Chairman & CEO | Since Feb 2001 | Leadership and technology commercialization expertise |
| U.S. Dept. of Commerce | Under Secretary of Commerce for Technology | 1999–2001 | Senior federal technology policy role |
| Intel Corporation / Intel Capital | Engineering & managerial roles; Portfolio Manager, Microprocessor Products Group | Pre-1999 | Semiconductor and venture/portfolio oversight experience |
| BitArts Ltd. | Non‑Executive Chairman | 2001–2003 | Board leadership |
External Roles
| Organization | Public/Private | Role | Since | Committees/Notes |
|---|---|---|---|---|
| ITT Inc. | Public | Director | 2018 | Current public company directorship |
| Voyager Space Holdings | Private | Director | 2021 | Aerospace ecosystem exposure |
| E.W. Scripps Company | Public | Advisory Board | n/a | Advisory capacity (past) |
| Anita Borg Institute for Technology | Non-profit | Advisory Board | n/a | STEM governance/advisory (past) |
| Prior: ATMI, Rockwell Collins, Mentor Graphics | Public (historic) | Director | 2006–2014; 2014–2018; 2016–2017 | Prior public board experience |
Board Governance
- Current KN roles: Chair, Governance & Nominating Committee; Member, Compensation Committee .
- Independence: KN Board determined all directors except the CEO (Niew) were independent in 2024; Shavers is classified independent and is a 2025 nominee .
- Attendance and engagement: Board met 8 times in 2024; each director attended ≥80% of Board and committee meetings. Compensation Committee met 5x; Governance & Nominating met 5x; Audit met 4x. All directors in office attended the 2024 Annual Meeting .
- Leadership: KN separates Chair/CEO; the Chair is independent. If the Chair is not independent or absent, the Governance & Nominating Chair (currently Dr. Shavers) presides over executive sessions, underscoring governance leadership .
- Committee remit: G&N oversees board composition, committee structures, CEO succession, and ESG governance; Compensation Committee oversees executive pay, LTIP/AIP awards, and broader human capital policies, using an independent consultant (Compensia) with no other company services .
- Shareholder signals: Say‑on‑pay support at 2024 annual meeting was ~98%, indicating broad investor alignment with compensation oversight (Shavers is a member of the Compensation Committee) .
- Overboarding safeguard: Policy caps non-employee directors at ≤3 additional public boards beyond KN; Audit Committee cap also defined. Shavers’ current public board count (ITT) is within limits .
Fixed Compensation
| Component | Terms/Amounts | Source |
|---|---|---|
| Annual non-employee director retainer (2024) | $235,000 total: $65,000 cash + $170,000 stock (one‑year cliff vest) | |
| Annual non-employee director retainer (2025) | Increased to $255,000: $65,000 cash + $190,000 stock | |
| Committee chair retainers | Audit: $25,000; Compensation: $20,000; Governance & Nominating: $12,500 (cash) | |
| Committee member retainers (non‑chairs) | Audit: $10,000; Compensation: $8,000; Governance & Nominating: $5,000 (cash) |
2024 Director Compensation – Cheryl Shavers
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 85,250 | 170,014 | 255,264 |
Notes:
- 2024 stock portion granted as RSUs; 2024 cycle grant for non-employee directors was 10,740 RSUs vesting on April 30, 2025 (for those serving at the 2024 annual meeting) .
- Program increase in 2025 raises the equity portion, reinforcing equity alignment .
Performance Compensation
- Not applicable. KN does not use performance-conditioned equity for directors; director equity is delivered as time‑vested RSUs (no options repricing; options not used for current grants) .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | ITT Inc. (Director, since 2018) |
| Other current roles | Voyager Space Holdings (Director, since 2021); Advisory Boards: E.W. Scripps Company; Anita Borg Institute |
| Interlocks/conflicts | No related‑person transactions disclosed involving directors; KN policy requires Governance & Nominating pre‑approval for any related‑person transactions over $120,000 . |
Expertise & Qualifications
- Technology commercialization, policy, and semiconductor/IT depth; prior senior federal technology leadership and Intel/Intel Capital operating/investment roles .
- Board skills matrix marks strengths in strategic planning, global/international, industrial technology experience, enterprise risk management, information technology, and public company board experience .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 48,933 shares; <1% of outstanding | Includes 10,740 RSUs vesting within 60 days |
| Outstanding stock awards (as of Dec 31, 2024) | 10,740 RSUs | Outstanding director RSUs table |
| Pledged/hedged shares | Prohibited by policy (no hedging, short sales, or pledging by directors) | Policy prohibition |
| Director ownership guideline | 3x base annual cash retainer; compliance required within 5 years | All non‑employee directors were in compliance as of Dec 31, 2024 |
Governance Assessment
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Strengths supporting investor confidence:
- Independent G&N Chair role with succession planning, ESG oversight, and board evaluation responsibilities; Shavers presides over executive sessions when needed, enhancing independent oversight .
- Clear independence, strong attendance, active committee work, and robust anti‑hedging/pledging and clawback policies .
- Compensation oversight features independent consultant with no conflicts; say‑on‑pay approval ~98% in 2024 .
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Potential watch items:
- Director pay increased in 2025 from $235k to $255k, primarily via higher equity retainer. While consistent with market competition and alignment, investors may monitor fee growth versus performance and complexity .
- As G&N Chair, Shavers’ oversight of related‑party transactions is pivotal; no such transactions are disclosed in the proxy, and policy requires pre‑approval, which is a mitigating control .
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Bottom line: Shavers’ technology and policy background, committee leadership, and adherence to independence/ownership policies indicate solid governance alignment. No red flags in attendance, related‑party exposure, or equity pledging appear in the latest proxy .