Keith Barnes
KnowlesAbout Keith Barnes
Keith Barnes (age 73) is an independent director of Knowles Corporation, serving since February 2014, and was elected Chairman of the Board in February 2025. He chairs the Compensation Committee and is a member of the Governance & Nominating Committee, bringing CEO-level operating experience in electronics and semiconductor test, as well as extensive public board service and capital markets expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verigy Ltd./Verigy Pte. Ltd. | Chief Executive Officer; Chairman of the Board | CEO 2006–2010; Chairman 2008–2011 | Led public company; IPO/financings; M&A/spin-offs |
| Electroglas, Inc. | Chairman & Chief Executive Officer | 2003–2006 | Turnaround/operator experience in semiconductor equipment |
| Integrated Measurement Systems, Inc. | Chief Executive Officer; Chairman & CEO | CEO 1995–2001; Chairman & CEO 1998–2001 | Public company leadership; capital markets |
| Cadence Design Systems, Inc. | Division President | Prior to 1995 | Electronic design/software leadership |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Viavi Solutions Inc. | Director; Chair of Compensation Committee | Since 2011 | Active comp chair; ongoing public board service |
| Rogers Corporation | Director; Chair of Compensation Committee | 2015–2024 | Served through 2024 |
| Mentor Graphics Corporation | Director | 2012–2017 | Company acquired by Siemens |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; Barnes is independent .
- Board leadership: Independent Chairman structure; Barnes elected Chairman Feb 2025 and presides over executive sessions .
- Committees: Compensation Committee Chair; Governance & Nominating Committee member .
- Attendance and engagement: Board met eight times in 2024; each director attended at least 80% of Board and committee meetings while a member. All directors attended the 2024 Annual Meeting .
- Governance practices include: majority voting with resignation policy, prohibition on hedging/pledging, director stock ownership guidelines, regular evaluations .
| Item | Status/Details |
|---|---|
| Independence | Independent director |
| Board Role | Chairman of the Board (elected Feb 2025) |
| Committees | Compensation (Chair); Governance & Nominating (Member) |
| Attendance (2024) | ≥80% of meetings; attended 2024 Annual Meeting |
| Executive Sessions | Presides as independent Chair |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 65,000 | Standard cash portion for non-employee directors |
| Compensation Committee Chair retainer | 20,000 | Cash; Chair premium |
| Governance & Nominating Committee member retainer | 5,000 | Cash; membership retainer |
| Total cash fees earned (2024) | 90,000 | As reported for Barnes |
| Chair of the Board retainer (policy, 2025+) | 70,000 | Cash; applies beginning in 2025 |
Program change: Non-employee director total retainer increased from $235,000 ($65k cash/$170k stock) to $255,000 ($65k cash/$190k stock) beginning in 2025 .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Apr 30, 2024 | RSUs (annual grant) | 10,740 | 170,014 | One-year cliff; vest Apr 30, 2025 |
Note: Director equity is time-based (no performance metric overlay). Directors elected in 2024 received one-time onboarding RSU grants with three-year cliff vesting; not applicable to Barnes in 2024 .
Other Directorships & Interlocks
| Relationship Type | Company | Potential Interlock/Conflict Consideration |
|---|---|---|
| Public board (current) | Viavi Solutions Inc. | Test & measurement; limited overlap with Knowles’ medtech/specialty audio/industrial components; Barnes is comp chair—monitor time commitments (Knowles policy limits addressed) |
| Public boards (prior) | Rogers Corporation; Mentor Graphics | Materials; EDA/software—no disclosed related-party transactions with Knowles |
Expertise & Qualifications
- Skills matrix flags: Strategic planning, global experience, industrial technology industry experience, financial expertise, sales/marketing/brand, engineering, investment banking/capital markets, enterprise risk management, public company board .
- Track record: CEO of three public electronics companies; led IPOs, secondaries, debt financings; spinoffs, M&A .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 86,192 shares | Less than 1% of outstanding; includes 10,740 RSUs vesting within 60 days; includes 29,217 deferred shares (receipt deferred) |
| Ownership as % of shares outstanding | <1% | 87,689,673 shares outstanding |
| Outstanding stock awards (12/31/2024) | 39,957 shares | Unvested/deferrable director stock awards |
| Deferred director shares | 29,217 shares | Under Non-employee Director Deferral Program |
| Hedging/Pledging | Prohibited | Applies to directors; mitigates alignment risk |
| Director ownership guideline | 3x base annual cash compensation | All non-employee directors were in compliance as of 12/31/2024 |
Governance Assessment
Key positives for investor confidence:
- Independent Chairman and Compensation Committee Chair with deep operating and capital markets experience; presides over executive sessions—enhances board independence and oversight .
- Robust pay governance: independent consultant (Compensia), double-trigger CIC equity, clawback policy per SEC/NYSE, prohibition on hedging/pledging, stock ownership guidelines; strong say-on-pay support (~98% approval at 2024 meeting) .
- Engagement and attendance: Board-level ≥80% attendance; full director presence at 2024 Annual Meeting; ongoing shareholder engagement program .
Potential watch items:
- Time commitments: Barnes serves as comp chair at Viavi while chairing Knowles’ Compensation Committee and serving as Knowles’ independent Chairman; Knowles’ policy limits outside boards and Audit Committee loads, and the company reports compliance—continue to monitor workload and cross-committee demands .
- Compensation structure: Director cash/equity mix is standard; 2025 increase to equity retainer raises alignment but modestly increases guaranteed pay—monitor alignment vs performance and any use of discretionary adjustments at the exec level under his committee’s oversight .
- Related-party exposure: Company discloses a formal review policy and reports no related person transactions requiring disclosure—continue to monitor given Barnes’ broad network .
No red flags identified in the proxy regarding related-party transactions, hedging/pledging, option repricing, tax gross-ups, or low say-on-pay outcomes under Barnes’ Compensation Committee leadership .