Daniel Crowley
KnowlesAbout Daniel Crowley
Daniel J. Crowley (age 62) is an independent director of Knowles Corporation, serving since July 2022; he sits on the Compensation Committee. He is Chairman, President and CEO of Triumph Group, Inc. (CEO since 2016; Chairman since 2020), with prior senior leadership roles at Raytheon Company and Lockheed Martin Aeronautics. His background brings extensive leadership, strategic, operational efficiency, and product development expertise with deep exposure to aerospace and defense markets.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Triumph Group, Inc. | Chairman; President & CEO | Chairman since 2020; CEO since 2016 | Leads global aerospace and defense systems operations; board director since 2016 |
| Raytheon Company | Corporate VP; President, Integrated Defense Systems; President, Network Centric Systems | IDS 2013–2015; NCS 2010–2013 | Led major defense business units with strategic and operational responsibilities |
| Lockheed Martin Aeronautics | Chief Operating Officer; prior roles across space/electronics/aeronautics | Not dated (prior to Raytheon) | Senior operating leadership across multiple sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Triumph Group, Inc. | Chairman; Director | Chairman since 2020; Director since 2016 | Current external public company directorship; aerospace/defense focus |
Board Governance
- Independence: Crowley is independent under NYSE and Company standards. All directors except the CEO were determined independent in 2024.
- Committee assignment: Compensation Committee member; the committee met five times in 2024.
- Attendance: In 2024 the Board met eight times; each director attended at least 80% of Board and committee meetings held while a member. All directors in office attended the 2024 Annual Meeting.
- Chair roles: Not a committee chair. Current Board chair is Keith Barnes (independent).
- Key governance policies:
- Prohibition on hedging, pledging, and short sales by directors and officers.
- Director stock ownership guideline: ≥3x base annual cash retainer; all non‑employee directors were in compliance as of Dec 31, 2024.
- Related‑party transactions over $120,000 require advance review/approval; company generally does not engage in such transactions.
- Compensation consultant (Compensia) engaged by Compensation Committee; reported no conflicts of interest.
Fixed Compensation
| Component | 2024 Structure | 2025 Structure | Crowley 2024 Actual |
|---|---|---|---|
| Annual retainer (cash) | $65,000 cash | $65,000 cash | $72,750 cash fees |
| Annual retainer (equity) | $170,000 RSUs; one‑year cliff vest | $190,000 RSUs; one‑year cliff vest | $170,014 stock awards |
| Committee member fees | Compensation Committee member: $8,000 cash | Same | Included in cash total |
| Committee chair fees | N/A (not a chair) | N/A | N/A |
Notes:
- New directors in 2024 received an additional one‑time onboarding stock grant with 3‑year cliff vest; not applicable to Crowley (joined 2022).
- Non‑employee directors received 10,740 RSUs on April 30, 2024, vesting April 30, 2025.
Performance Compensation
| Program Element | Metric/Design | Weight/Curve | 2024 Outcomes (context for Comp Committee oversight) |
|---|---|---|---|
| Annual Incentive Plan (AIP) – corporate executives | Adjusted EBIT Margin | 35% weight | Used across units; corporate financial component payout 56.0% of target |
| Annual Incentive Plan (AIP) – corporate executives | Revenue | 35% weight | Used across units; see above |
| Annual Incentive Plan (AIP) – corporate executives | Free Cash Flow Margin | 30% weight | Used across units; see above |
| LTIP – PSUs | 3‑year relative TSR vs Russell 2000 | 25th pct=25%; 50th=100%; 75th+=225% (capped at 100% if TSR negative; 1‑year holding post‑settlement) | 2022 PSU cycle (ended Feb 1, 2025) paid 100% at ~53rd percentile due to negative TSR cap |
- Compensation program governance: double‑trigger vesting on change‑in‑control; no tax gross‑ups; clawback policy up to 36 months for performance‑based pay; annual say‑on‑pay; independent consultant (Compensia).
Other Directorships & Interlocks
| Company | Sector | Relationship to KN | Potential Interlock/Conflict |
|---|---|---|---|
| Triumph Group, Inc. | Aerospace & Defense | External directorship and executive role | No related‑party transactions disclosed; related‑party transactions >$120k subject to Governance & Nominating Committee approval |
Expertise & Qualifications
- Credentials: Accomplished CEO; extensive leadership, strategic planning, operational efficiency, and product development experience across large, global industrial/defense manufacturers; deep insights into defense markets.
- Board skills matrix: Company highlights strategic planning, global/international, industrial technology industry experience, and public board experience across nominees (including Crowley).
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 40,928 shares; <1% | Includes 10,740 RSUs vesting within 60 days; and 38,928 deferred shares under Director Deferral Program |
| Outstanding director stock awards (Dec 31, 2024) | 38,928 shares | Deferred receipt elected under the Non‑employee Director Deferral Program |
| Ownership guideline compliance | In compliance | All non‑employee directors were in compliance with 3x cash retainer guideline as of Dec 31, 2024 |
| Hedging/pledging | Prohibited | Company policy prohibits hedging/pledging by directors |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Awarded | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-05-01 | 2025-04-29 | Award (RSUs/Common) | 11,890 | $15.98 | 52,818 | |
| 2024-05-02 | 2024-04-30 | Award (RSUs/Common) | 10,740 | $15.83 | 40,928 |
Governance Assessment
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Strengths:
- Independent director on Compensation Committee; robust governance infrastructure (independence standards; separate Chair/CEO; executive sessions).
- Strong pay governance: double‑trigger CIC; clawback; no hedging/pledging; independent consultant; high say‑on‑pay support (≈98% in 2024).
- Ownership alignment: recurring equity retainer; significant deferral of director shares; compliance with stock ownership guidelines.
- Engagement: Board/committee meeting cadence; minimum 80% attendance across directors.
-
Potential conflicts and monitoring points:
- External role as Triumph Group Chairman/CEO: while no related‑party transactions are disclosed, continued monitoring is warranted for any business dealings, supply/customer relationships, or competitive overlap; company has pre‑approval procedures for related‑party transactions.
-
Red flags: None disclosed related to attendance shortfalls, hedging/pledging, tax gross‑ups, or related‑party transactions.
Overall signal: Governance practices and director alignment appear supportive of investor confidence; Crowley’s compensation committee role, independence, and equity deferral/ownership alignment, coupled with robust policies and strong say‑on‑pay outcomes, indicate low governance risk at present.