Jason Cardew
KnowlesAbout Jason Cardew
Jason Cardew, age 54, is an independent director of Knowles, serving since June 2024. He sits on the Audit Committee and has been designated by the Board as an “audit committee financial expert,” reflecting deep finance and enterprise risk oversight experience. Cardew is the Senior Vice President and Chief Financial Officer of Lear Corporation, where he also oversees Lear’s global information technology function .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lear Corporation | Senior Vice President & CFO | 2019–present | Oversees global financial strategy and IT; extensive OEM market insights |
| Lear Corporation | VP, Finance – Seating & E-Systems | 2018–2019 | Operational/commercial finance leadership |
| Lear Corporation | VP, Finance – Seating | 2012–2018 | Segment finance leadership |
| Lear Corporation | Interim CFO | 2011–2012 | Enterprise finance leadership transition |
| Lear Corporation | VP, Financial Planning & Analysis | 2010–2011 | Corporate FP&A leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lear Corporation | Senior Vice President & CFO | 2019–present | Leads global finance and IT |
Board Governance
- Independence: Yes; all directors except the CEO qualify as independent under NYSE standards .
- Committees: Audit Committee member (not Chair); Audit Committee met 4 times in 2024 .
- Attendance: The Board met 8 times in 2024; each director attended at least 80% of Board and relevant committee meetings .
- Financial expertise: Each Audit Committee member (including Cardew) qualifies as an “audit committee financial expert” and is financially literate under NYSE standards .
| Governance Attribute | Detail |
|---|---|
| Independence Status | Independent |
| Board Tenure | Director since June 2024 (≈1 year at time of proxy) |
| Committee Memberships | Audit Committee (member) |
| Committee Chair Roles | None (Audit Committee Chair: Didier Hirsch) |
| Audit Committee Meetings (2024) | 4 |
| Board Meetings (2024) | 8; ≥80% attendance for each director |
| ESG Oversight | ESG overseen primarily via Governance & Nominating Committee; Board receives annual risk overview |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) |
|---|---|---|
| 2024 | 65,363 | — |
- Director pay program uses cash and stock-based incentives; employee directors receive no additional Board compensation; partial-year service may be prorated .
Performance Compensation
| Year | Stock Awards ($, ASC 718) | Award Type | Grant/ Vesting Details |
|---|---|---|---|
| 2024 | 318,072 | RSUs (non-employee director) | Appointed June 2024; received prorated stock portion as 8,500 RSUs vesting on June 18, 2025 |
| 2025 (not in 2024 value) | n/a | RSUs (onboarding) | On June 18, 2025 received an onboarding grant of 9,759 RSUs with a three-year cliff vesting provision |
- Valuation methodology: Aggregate grant-date fair value under FASB ASC 718; measured at closing price on grant date .
- Stock ownership guidelines for directors are in place; hedging and pledging of Company stock are prohibited .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Status |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
Expertise & Qualifications
- Accomplished public-company CFO with 30+ years at a global manufacturer; brings executive, financial, operational, and OEM market insight .
- Audit committee financial expert; financially literate under NYSE standards .
- Enterprise risk and IT/cyber oversight experience via CFO role (oversees Lear’s IT function) .
- Board skills matrix flags financial expertise, capital markets, enterprise risk, and public company board experience among Board-wide capabilities .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial Ownership (as of Mar 7, 2025) | — shares; less than 1% |
| Outstanding Stock Awards (as of Dec 31, 2024) | 18,259 shares subject to outstanding stock awards |
| Deferral Elections | Deferred receipt of 18,259 shares under Non-Employee Director Deferral Program |
| Shares Pledged | Prohibited by Company policy (hedging and pledging) |
- Beneficial ownership table includes shares vesting within 60 days; Cardew shows “—” at March 7, 2025, indicating no such near-term vesting counted for him at that date .
- Related-person transactions are subject to pre-approval by Governance & Nominating Committee; no director may review a transaction in which they are a related person .
Governance Assessment
-
Positive signals:
- Independent Audit Committee member and designated financial expert; strengthens financial oversight and internal control governance .
- Equity-heavy director compensation ($318,072 RSUs vs. $65,363 cash in 2024) aligns incentives with shareholder outcomes; RSUs with vesting schedules support long-term alignment .
- Strong governance architecture: independent committees; prohibitions on hedging/pledging; stock ownership guidelines; structured related-party review procedures .
- Attendance threshold met (≥80%); Board met 8 times; Audit Committee met 4 times in 2024 .
-
Monitoring items (not red flags):
- Beneficial ownership showed “—” as of March 7, 2025, while deferred RSUs of 18,259 are outstanding; monitor progress toward director ownership guidelines over Cardew’s early tenure .
- External executive role (Lear CFO) increases time demands; related-party transactions are governed by strict procedures; continue monitoring for any transaction reviews or disclosures .
-
RED FLAGS: None observed in proxy for Cardew—no related-party transactions disclosed; policies prohibit hedging/pledging; attendance threshold met .