Raymond Cabrera

About Raymond Cabrera

Raymond D. Cabrera, age 58, is Senior Vice President & Chief Human Resources Officer at Knowles (since February 2014) and has served in human resources leadership roles at the company since 1997, including VP HR & Chief Administrative Officer and VP HR at Knowles and VP HR at Dover Communication Technologies before the 2014 spin-off . His incentive pay is tied to company and unit performance through an annual plan weighted to Adjusted EBIT margin, Revenue, and Free Cash Flow margin, and long-term PSUs tied solely to 3-year relative TSR versus the Russell 2000; the 2022 PSUs paid at 100% despite a 53rd percentile relative TSR because absolute TSR was negative, reflecting downside protection in weak markets . Stockholder alignment indicators are strong: no hedging/short sales/pledging by executives, robust clawback, ownership guidelines of 2x salary for non-CEO executives (Cabrera in compliance as of 12/31/2024), and a 98% Say-on-Pay approval at the 2024 meeting .

Past Roles

External Roles

• No public company board roles or external directorships for Mr. Cabrera are disclosed in the executive officer biographies (10-K, Proxy) .

Fixed Compensation

Multi-year compensation summary (selected items):

Base salary and AIP targets:

Performance Compensation

2024 Annual Incentive Plan (AIP) structure and metrics:

2024 AIP payout for Cabrera:

PSUs – performance design and outcomes:

• Design: 3-year relative TSR vs Russell 2000; payout 0% below 25th percentile, 25% at 25th, 100% at 50th, 225% at 75th+; if absolute TSR is negative, cap at 100%; 1-year post-settlement holding; max value capped at 5x target shares × grant-date close .
• 2022 grant outcome (performance period completed Feb 1, 2025): Relative TSR at 53rd percentile, paid 100% of target; Cabrera earned 14,191 PSUs .

2024 LTIP grants (mix 50% RSUs / 50% PSUs for non-CEO NEOs):

LTIP target value adjustment in 2024: Cabrera’s LTIP target increased from $600,000 (2023) to $700,000 (2024), maintaining 50/50 PSU/RSU mix .

Equity Ownership & Alignment

Beneficial ownership and guidelines:

Outstanding equity awards (as of 12/31/2024) – Cabrera:

Vesting schedule implications (near-term supply):

• RSU tranches vest annually around early February (e.g., 02/06 and 02/20), and PSU settlements occur on or about 02/01 following each 3-year period, potentially creating periodic selling windows for tax/portfolio reasons .

Insider Transactions (Form 4 indicators)

Note: Links cite public aggregators referencing SEC Form 4 filings; SEC archive link for 2025 filing: http://www.sec.gov/Archives/edgar/data/1587523/000158752325000058/xslF345X01/edgardoc.xml .

Employment Terms

Severance and Change-in-Control (CIC) programs (company-wide design):

• Severance Plan: For involuntary termination without cause (non-CIC), 12 months’ base salary continuation plus pro rata target annual incentive for the year; 12 months company-paid COBRA .
• CIC Severance Plan: Double-trigger only; lump sum equal to 2.0× (base salary + target bonus) using higher of termination or CIC-date levels; 12 months COBRA cash; no excise tax gross-ups; “best-net” approach with cutback to avoid excise tax if beneficial .
• Equity Treatment: RSUs/PSUs continue vesting upon “Retirement” (age ≥62 and ≥5 years’ service) or accelerate upon death/disability; in CIC double-trigger, unvested equity accelerates; forfeiture for for-cause/voluntary terminations .

Cabrera—estimated payments if terminated on 12/31/2024 (illustrative):

Other terms:

• Separation Agreement and Release required to receive severance; includes confidentiality, non-disparagement, and IP protection covenants .
• Company states it does not have employment contracts with executives .

Compensation Structure Analysis

• Shift toward equity and performance: For non-CEO NEOs like Cabrera, 2024 TDC emphasizes at-risk, equity-based compensation; on average, 74% of other NEO TDC is variable and 55% equity-based, aligning with shareholder value creation .
• LTIP competitiveness: Cabrera’s LTIP target increased from $600k to $700k in 2024 to align with peer median; mix remains 50% PSUs / 50% RSUs, maintaining performance linkage via 3-year r-TSR .
• Annual incentives below target in 2024: Cabrera’s 2024 AIP paid 68.8% of target, reflecting financial/operational outcomes and individual goals “Between Target and Exceeded” on the 20% individual component .
• Governance safeguards: Prohibitions on hedging/pledging, robust clawback, double-trigger CIC, and no tax gross-ups reduce misalignment risk and “pay for failure” optics .

Director/Shareholder Signals

• Say-on-Pay: ~98% approval at the 2024 annual meeting (assessing 2023 compensation), suggesting strong investor support for program design .

Investment Implications

• Alignment: Strong governance and pay design align incentives with TSR and cash flow/return metrics, lowering agency risk; Cabrera meets ownership guidelines, with policy prohibitions on hedging/pledging reinforcing alignment .
• Vesting/cash flow timing: RSU and PSU vestings cluster in early February each year (RSU tranches and PSU settlements), which can create episodic insider selling for tax/liquidity—recent Form 4 sales (Feb 2024; May 2025) indicate normal cadence-driven activity rather than large discretionary liquidation .
• Retention/COC economics: Standardized severance (12 months + pro rata bonus) and double-trigger 2.0× COC protect continuity without excessive payouts; no employment contracts increases flexibility but puts weight on equity vesting and market competitiveness for retention .
• Performance linkage: 2022 PSU payout at 100% with negative absolute TSR highlights plan balance—rewards relative outperformance while capping upside in down markets; ongoing PSU cycles (2023, 2024) will be sensitive to small-cap TSR versus Russell 2000 through 2026–2027 .