Didier Hirsch
KnowlesAbout Didier Hirsch
Independent director of Knowles Corporation; age 73; director since December 2014. Former Senior Vice President and Chief Financial Officer of Agilent Technologies with extensive financial, risk, and regulatory experience across technology and semiconductor sectors. Currently serves as Audit Committee Chair and member of the Governance & Nominating Committee; determined independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agilent Technologies, Inc. | Senior Vice President & Chief Financial Officer | 2010–2018 | Led finance, risk management, and public-company reporting |
| Agilent Technologies, Inc. | Interim CFO | 2010 | Transition leadership in finance |
| Agilent Technologies, Inc. | Chief Accounting Officer | 2007–2010 | Oversaw accounting policy and controls |
| Agilent Technologies, Inc. | VP, Corporate Controllership & Tax | 2006–2010 | Corporate controllership and tax leadership |
| Agilent Technologies, Inc. | Vice President & Controller | 2003–2006 | Controller responsibilities |
| Agilent Technologies, Inc. | Vice President & Treasurer | 1999–2003 | Corporate treasury leadership |
| Hewlett-Packard Company | Various financial roles | 1989–1999 | Financial leadership in technology |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sophia Genetics S.A. | Director | Since 2020 | Public company board experience |
| Logitech International S.A. | Director | 2012–2021 | Public company board; technology exposure |
| International Rectifier Corporation | Director | 2012–2015 | Semiconductor board experience |
| Azenta, Inc. | Director | 2024–2025 | Life sciences logistics/biotech board experience |
Board Governance
- Committee assignments: Audit Committee Chair; Governance & Nominating Committee member .
- Independence: Board determined independent; all committees comprised of independent directors .
- Attendance and engagement: Board met 8 times in 2024; each director attended at least 80% of Board and committee meetings; Audit Committee met 4 times; Governance & Nominating met 5 times; all directors attended 2024 annual meeting .
- Board leadership and executive sessions: Independent Chairman (Keith Barnes) presides over quarterly executive sessions without management .
- Audit oversight: Audit Committee members designated “financial experts” and “financially literate”; reviews 10-Q/10-K prior to filing; oversees cybersecurity and compliance risks .
- Related-party safeguards: Formal procedure requiring Governance & Nominating review and approval of any related person transaction >$120,000; no director may participate in a transaction in which they are related .
Fixed Compensation
| Component | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual Director Retainer | $235,000 = $65,000 cash + $170,000 stock | Increased to $255,000 ($65,000 cash + $190,000 stock) beginning 2025 |
| Committee Chair Fees | Audit Chair: $25,000 cash | Applicable to Hirsch (Audit Chair) |
| Committee Member Fees | Governance member: $5,000 cash | Applicable to Hirsch |
| Meeting Fees | None | Not disclosed; retainer model |
| 2024 Cash Fees Earned | $95,000 | Base $65,000 + $25,000 Audit Chair + $5,000 Governance member |
| 2024 Stock Awards (RSUs) | $170,014 | Grant-date fair value under ASC 718 |
| 2024 Total | $265,014 | Sum of cash + stock |
Performance Compensation
| Grant Date | Instrument | Units | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Apr 30, 2024 | RSUs | 10,740 | 170,014 | One-year cliff to Apr 30, 2025 | Annual retainer stock portion; one-for-one share conversion |
| Outstanding as of Dec 31, 2024 | RSUs | 10,740 | — | See above | Director deferral program exists, but footnotes list deferrals for other directors (not Hirsch) |
No performance-conditioned equity disclosed for non-employee directors; equity is time-based RSUs with service vesting .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Sophia Genetics S.A. |
| Prior public boards | Logitech International S.A.; International Rectifier Corporation; Azenta, Inc. |
| Interlocks/conflicts | No related person transactions disclosed; Company requires committee review for any >$120,000 related-party transactions . |
Expertise & Qualifications
- Financial expertise and audit leadership; qualifies as an audit committee financial expert under SEC/NYSE standards; deep risk management experience .
- Industrial technology and semiconductor exposure; public company board experience; global/international background .
- Capital markets/investment banking familiarity noted in board skills matrix; enterprise risk management and strategic planning capabilities .
Equity Ownership
| Category | Amount/Detail |
|---|---|
| Total beneficial ownership | 128,409 shares; less than 1% of outstanding (87,689,673 shares as of Mar 7, 2025) |
| Included in beneficial tally | 10,740 RSUs vesting within 60 days counted; standard SEC methodology |
| Outstanding director RSUs (12/31/2024) | 10,740 units |
| Hedging/pledging | Prohibited for directors; includes bans on short sales, collars, exchange funds, and pledging |
| Ownership guidelines | 3x base annual cash compensation for non-employee directors; all non-employee directors in compliance as of Dec 31, 2024 |
Governance Assessment
- Strengths for investor confidence: Independent status; Audit Chair role; documented financial expertise; strong attendance; compliance with robust stock ownership guidelines; prohibitions on hedging/pledging; structured related-party review; quarterly executive sessions led by independent Chair .
- Compensation alignment: Director pay primarily equity and fixed retainers; no meeting fees; 2024 stock retainer vested on one-year schedule; reasonable committee chair/member cash differentials .
- Shareholder signals: 98% say-on-pay approval in 2024 indicates general investor support for governance and pay practices (applies to NEOs; informative of overall sentiment) .
- Workload/overboarding safeguards: Policy limits other public boards (≤3 for non-employee directors); Audit members limited to ≤2 other audit committees; 2024 compliance maintained .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls; no tax gross-ups; equity awards for directors are time-based (no option repricing) .