Daniel Giesecke
KnowlesAbout Daniel Giesecke
Senior Vice President & Chief Operating Officer of Knowles Corporation since February 2014; age 57 as of February 13, 2025 . Career progression spans operations, supply chain, and advanced manufacturing engineering roles at Knowles since 1995, and Vice President, Global Operations at Dover Communication Technologies prior to the 2014 spin-off . 2024 pay outcomes reflect challenging execution year: Annual Incentive paid at 68.8% of target, with the corporate financial component at 56.0% and individual objectives rated “Between Target and Exceeded” (120%) . Long-term PSUs use 3-year relative TSR vs Russell 2000; the 2022 PSU cycle paid 100% of target at the 53rd percentile, capped due to negative TSR, underscoring shareholder-aligned design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Knowles Corporation | Senior Vice President & Chief Operating Officer | Since Feb 2014 | COO role overseeing global operations post spin-off |
| Dover Communication Technologies | Vice President, Global Operations | Jan 2012–Feb 2014 | Led global operations ahead of Knowles spin-off |
| Knowles Electronics | VP, Advanced Manufacturing Engineering | Feb 2009–Jan 2012 | Led advanced manufacturing engineering initiatives |
| Knowles Electronics | Sr. Director, Advanced Manufacturing Engineering | Jan 2008–Feb 2009 | Advanced manufacturing leadership |
| Knowles Electronics | Director, Engineering Operations | Nov 2003–Jan 2008 | Engineering operations leadership |
| Knowles Electronics | Operations, supply chain, and engineering positions | 1995–2003 | Progressive operating roles |
External Roles
No external board or public company roles disclosed for Mr. Giesecke in recent filings .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 445,193 | 450,000 | 450,000 |
| All Other Compensation ($) | 17,036 | 18,286 | 19,036 |
| Perquisites Breakdown (2024) | 401(k) Match $17,250; Exec Life Insurance $1,786; Physical Exam $0; Total $19,036 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Annual Incentive – Financial | Adjusted EBIT Margin (35%), Revenue (35%), FCF Margin (30%); BU weights: MSA 29.167%, PD 29.167%, CD 29.167%, CMM 12.50% | 80% | Corporate financial component performance vs goals | Corporate financial component = 56.0% | $141,120 (=$315,000×80%×56.0%) | Cash paid Feb 2025 |
| Annual Incentive – Individual | Strategic objectives: Corporate development (6%), Factory optimization (7%), Free cash flow (7%) | 20% | Rating scale: 0–200% | “Between Target and Exceeded” = 120% | $75,600 (=$315,000×20%×120%) | Cash paid Feb 2025 |
| PSUs (2022 grant) | 3-year relative TSR vs Russell 2000; payout 0–225%; capped at 100% if TSR negative | LTIP portion (See LTIP mix) | Granted 18,921 PSUs | TSR percentile 53rd; TSR negative cap | 100% of target; 18,921 shares paid | Vested Feb 1, 2025; 1-year holding period |
| PSUs (2024 grant) | 3-year relative TSR vs Russell 2000; payout 25%/100%/225% at threshold/target/max; capped if TSR negative | 50% of LTIP for NEOs (non-CEO) | Target 26,866 PSUs (Threshold 6,717; Max 60,449) | In performance (2024–2027) | N/A | Pays after 3 years; 1-year holding period; max value capped at 5× target×grant price |
| RSUs (2024 grant) | Time-based | 50% of LTIP for NEOs (non-CEO) | 26,866 RSUs; Grant date 2/20/2024; $450,006 grant-date fair value | N/A | N/A | Vests in 3 equal annual installments on each grant anniversary, subject to service |
2024 total target compensation mix for Mr. Giesecke: Base $450,000; Target AIP $315,000; LTIP $900,000; Total $1,665,000 . Company does not currently grant new stock options; LTIP is delivered via PSUs and RSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 186,816 shares (as of March 7, 2025) |
| % of Shares Outstanding | ~0.21% (186,816 ÷ 87,689,673 outstanding) |
| Options (Exercisable) | 61,658 shares; strikes $16.07 (exp. 02/19/2026) and $16.77 (exp. 02/09/2027) |
| Estimated In-the-Money Value (12/31/2024 price $19.93) | ≈$216k = (19.93–16.07)×30,145 + (19.93–16.77)×31,513 |
| Unvested RSUs | 47,142 shares; market value $939,540 at $19.93 |
| Unearned PSUs (in progress) | 66,740 shares; market/payout value $2,992,789 at $19.93 |
| Ownership Guidelines | 2× base salary for NEOs; CEO 4×; robust clawback policy |
| Hedging/Pledging | Prohibited for executives/directors; short sales also prohibited |
Vesting cadence indicative of potential supply: 6,307 RSUs vested on 02/07/2025; 50% of a 13,969-RSU award vested on 02/06/2025 (remaining 50% on 02/06/2026); 2024 RSUs vest ratably over 3 years starting 02/20/2025; PSUs pay after 3-year period with a 1-year holding requirement .
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Employment Contracts | Company does not have employment contracts for NEOs |
| Severance (Involuntary, not for cause) | 12 months’ salary continuation + pro rata target bonus; est. cash severance $765,000 (as of 12/31/2024) |
| Change-in-Control (Double Trigger) | 2.0× (salary + target bonus) lump sum; est. cash $1,530,000 (as of 12/31/2024) |
| Equity Treatment (CIC) | Double-trigger vesting for equity awards |
| Estimated Equity Values (12/31/2024, illustrative) | RSUs $939,540; PSUs $953,033 (Retirement), $418,315 (Death/Disability), $953,033 (CIC) |
| Health & Welfare Continuation | ~$21,864 in severance scenarios (as of 12/31/2024) |
| Clawback | Robust incentive clawback policy |
| Tax Gross-Ups | Not provided upon change-in-control |
| Non-Compete / Non-Solicit | Not specifically disclosed in filings; separation agreements include confidentiality, non-disparagement, IP protection |
Multi-Year Compensation (Reported)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 445,193 | 450,000 | 450,000 |
| Stock Awards ($) | 966,106 | 1,023,345 | 1,097,207 |
| Non-Equity Incentive Plan ($) | 63,000 | 189,000 | 216,720 |
| All Other Compensation ($) | 17,036 | 18,286 | 19,036 |
| Total ($) | 1,491,335 | 1,680,631 | 1,782,963 |
Compensation Structure Highlights
- Annual Incentive Plan metrics balance margin, growth, and cash conversion: Adjusted EBIT margin (35%), revenue (35%), and free cash flow margin (30%) applied across BU weights (MSA 29.167%, PD 29.167%, CD 29.167%, CMM 12.50%). Corporate financial payout capped at 50% if adjusted EBIT is below a threshold .
- 2024 AIP payouts for non-CEO NEOs were 68.8% of target; Mr. Giesecke’s financial component $141,120 and individual component $75,600 (total $216,720) .
- LTIP mix for NEOs (other than CEO) remains 50% PSUs / 50% RSUs; Mr. Giesecke’s 2024 LTIP target increased to $900,000 (from $800,000) to align with peer median .
- Governance guardrails: double-trigger equity vesting on CIC; prohibition on hedging/pledging; no tax gross-ups; no employment contracts; multi-year vesting periods .
Performance Compensation – Award Details (2024 Grants)
| Award Type | Grant Date | Shares / Units | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| RSUs | 02/20/2024 | 26,866 | 450,006 | 3 equal annual installments on each anniversary, subject to service |
| PSUs (r-TSR) | 02/20/2024 | Threshold 6,717; Target 26,866; Max 60,449 | 647,202 | 3-year r-TSR vs Russell 2000; payout 25/100/225%; capped if TSR negative; 1-year post-settlement holding; max value cap at 5× target×grant price |
| AIP | FY 2024 | Target $315,000; Threshold $15,750; Max $630,000 | N/A | Corporate financial payout 56.0%; individual 120%; total payout 68.8% of target |
Equity Ownership & Outstanding Awards (as of 12/31/2024 unless noted)
| Category | Count / Value |
|---|---|
| Beneficial ownership (03/07/2025) | 186,816 shares; <1% of outstanding (87,689,673) |
| Options – Exercisable | 30,145 @ $16.07 exp 02/19/2026; 31,513 @ $16.77 exp 02/09/2027 |
| RSUs – Unvested | 6,307 (vested 02/07/2025); 13,969 (½ vested 02/06/2025; ½ 02/06/2026); 26,866 (start vesting 02/20/2025) |
| PSUs – In progress | 18,921 (2022 cycle; paid 02/01/2025 at 100%); 20,953 (2023 cycle); 26,866 (2024 cycle) |
| Market values (at $19.93) | RSUs $939,540; PSUs $2,992,789 |
| Ownership policy | 2× salary for NEOs; hedging/pledging prohibited; clawback in place |
Employment Terms – Potential Payments (Illustrative as of 12/31/2024)
| Scenario | Cash Severance | Unvested RSUs | Unvested PSUs | Health Benefits | Total |
|---|---|---|---|---|---|
| Involuntary Not For Cause | $765,000 (12 months salary + full-year target bonus pro rata) | — | — | $21,864 | $786,864 |
| Retirement | — | $939,540 | $953,033 | — | $1,892,573 |
| Death or Disability | — | $939,540 | $418,315 | — | $1,357,855 |
| Change-in-Control (Double Trigger) | $1,530,000 (2× salary+target bonus) | $939,540 | $953,033 | $21,864 | $3,444,437 |
Notes: Company has no employment contracts; equity and benefit plans have specific termination provisions; separation agreements include confidentiality, non-disparagement, IP covenants, with forfeiture risk if not executed/complied .
Investment Implications
- Alignment: High equity-at-risk mix (PSUs/RSUs) with r-TSR as sole PSU metric since 2020; 2022 PSU payout capped at target despite >50th percentile TSR due to negative absolute TSR—strong shareholder value discipline . Hedging/pledging bans and ownership guidelines enhance alignment .
- Near-term supply dynamics: Multiple RSU tranches vesting in 2025–2026 (including ~½ of a 13,969-RSU award and annual vesting from the 26,866 RSUs granted in 2024) may contribute to incremental selling pressure around vest dates absent 10b5-1 plans .
- Pay-for-performance signals: 2024 AIP paid at 68.8% of target with financial component at 56%, reflecting mixed operational outcomes; individual objectives rated above target (120%) emphasize factory optimization and FCF execution focus .
- Retention and transaction risk: Double-trigger CIC benefits (2× cash; equity vesting) create incentives to remain through change events; severance multiples are moderate vs typical market practice, reducing windfall risk while providing baseline protection .
- Governance quality: No tax gross-ups, no employment contracts, multi-year vesting, independent consultant, and clawback policy; say-on-pay support ~98% in 2024 indicates shareholder endorsement of program design .