Robert Perna
KnowlesAbout Robert Perna
Robert J. Perna is Senior Vice President, General Counsel & Secretary of Knowles Corporation, serving in this role since May 2019; he is 61 years old as of February 13, 2025 . Under his tenure, Knowles reported 2024 revenue of $553.5M (+21% y/y) and Adjusted EBIT of $107.9M (+22% y/y), with Adjusted EBIT margin of 19.5% and net cash from operations of $130.1M; 2024 adjusted free cash flow was $93.8M . Long-term incentives are tied to three-year relative TSR against the Russell 2000, with the 2022 PSU cycle paying at 100% of target (53rd percentile, capped due to negative TSR), evidencing performance accountability . He is in compliance with executive stock ownership guidelines (2x base salary) and is subject to policies prohibiting hedging and pledging .
Past Roles
Skipped—no prior-role details disclosed in the 2024–2025 filings for Mr. Perna .
External Roles
Skipped—no external directorships or committee roles disclosed for Mr. Perna in the cited filings .
Fixed Compensation
Multi-year cash compensation and perquisites:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $448,077 | $450,000 | $450,000 |
| Target Annual Incentive (% of Salary) | n/a; Target $270,000 | 70%; $315,000 | 70%; $315,000 |
| Actual Annual Bonus Paid ($) | $54,000 | $189,000 | $216,720 |
| All Other Compensation ($) | $19,545 | $20,795 | $21,545 |
Performance Compensation
Annual Incentive Plan (AIP) design
- Weighting: 80% financial, 20% individual strategic objectives .
- Financial metrics and weights within BU component: Adjusted EBIT Margin (35%), Revenue (35%), Free Cash Flow Margin (30); BU weights for 2024: MSA 29.167%, PD 29.167%, CD 29.167%, CMM 12.50% .
- Corporate financial component payout calculation yielded 56.0% for 2024 .
| Component | Weight | Metric | Target/Payout mechanics | 2024 Result |
|---|---|---|---|---|
| Financial | 80% | Adjusted EBIT Margin (35%), Revenue (35%), Free Cash Flow Margin (30) | Threshold 25%, Target 100%, Max 200%; corporate payout capped at 50% of target if company-wide adjusted EBIT below a threshold | Corporate financial payout 56.0% |
| Individual | 20% | Defined per NEO | Rating-driven 0–200% scale; Mr. Perna goals: corporate development (10%), legal department operating goals (5%), business unit strategic & ESG initiatives (5%) | Payout 120% for individual component |
2024 AIP payout – Mr. Perna
| Metric | Value |
|---|---|
| Target Annual Incentive ($) | $315,000 |
| Financial Component Payout ($) | $141,120 |
| Individual Component Payout ($) | $75,600 |
| Total Payout ($) | $216,720 |
| Total Payout (% of Target) | 68.8% |
Long-Term Incentive Plan (LTIP) structure and grants
- PSU metric: 3-year relative TSR vs. Russell 2000; payout schedule: 0% below 25th percentile, 25% at 25th, 100% at 50th, 225% at 75th+, capped at 100% if absolute TSR negative; one-year holding period after settlement; 5x grant-date price cap on value .
- Knowles does not currently grant stock options to employees for new awards; LTIP delivered via PSUs and RSUs .
2024 LTI grants to Mr. Perna:
| Grant Type | Grant Date | Shares (#) | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|
| RSUs | 2/20/2024 | 20,896 | $350,008 | 3 equal annual installments starting 2/20/2025 |
| PSUs (2024–2027 cycle) | 2/20/2024 | Target 20,896; Threshold 5,224; Max 47,016 | $503,385 | Vest based on 3-year r-TSR; settle 2/1/2027 (subject to employment/performance) |
PSU payout history for Mr. Perna:
| Metric | 2021 PSUs | 2022 PSUs |
|---|---|---|
| PSUs Granted (#) | 16,990 | 16,556 |
| Payout % | 86.7% | 100.0% (capped due to negative TSR) |
| Payout Shares (#) | 14,730 | 16,556 |
Equity Ownership & Alignment
| Ownership item | Detail |
|---|---|
| Beneficial ownership | 117,503 shares; less than 1% of outstanding |
| Options exercisable within 60 days | 56,130 shares |
| Vested RSUs deferred | 27,425 shares deferred until separation |
| Earned PSUs deferred | 24,727 shares deferred until separation |
| Stock ownership guidelines | 2x base salary for non-CEO executive officers; Mr. Perna in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors/executives; short sales also prohibited |
Outstanding awards and vesting schedules (as of 12/31/2024):
| Award Type | Shares (#) | Market/Payout Value ($) | Vesting/Notes |
|---|---|---|---|
| RSUs (Award footnote 2) | 5,519 | $109,994 | Remaining vested 2/7/2025 |
| RSUs (Award footnote 3) | 12,223 | $243,604 | Half vested 2/6/2025; remaining half scheduled 2/6/2026 |
| RSUs (Award footnote 4) | 20,896 | $416,457 | Vest in three annual installments starting 2/20/2025 |
| PSUs (2022 cycle, footnote 5) | 16,556 (shown at max) | $742,412 | Certified at 100% and settled 2/1/2025; one-year holding period applies |
| PSUs (2023 cycle, footnote 6) | 18,334 (shown at max) | $822,142 | Vest 2/1/2026, 0–225% based on r-TSR |
| PSUs (2024 cycle, footnote 7) | 20,896 (shown at max) | $937,029 | Vest 2/1/2027, 0–225% based on r-TSR |
Recent equity activity:
| Activity | Shares (#) | Value ($) |
|---|---|---|
| 2024 stock awards vested | 32,024 | $528,970 |
| 2024 option exercises | — | — |
Employment Terms
Program features:
- No individual employment contracts; severance governed by Executive Severance Plan and Senior Executive Change-In-Control Severance Plan .
- CIC severance requires double-trigger; cash severance equals 2.0x (base salary + target bonus) at higher of termination/CIC date; “best net” treatment for excise taxes; no tax gross-ups .
- Equity treatment: retirement allows continued vesting per original schedule; death/disability accelerate (PSUs pro-rata); CIC double-trigger accelerates vesting .
- COBRA continuation: 12 months under involuntary termination; CIC double-trigger pays lump sum equal to 12 months of COBRA costs .
- Clawback policy: up to 36 months recovery for restatements or specified misconduct; SEC/NYSE-compliant .
Estimated aggregate payments for Mr. Perna (as of 12/31/2024):
| Item | Involuntary Not For Cause ($) | Retirement ($) | Death/Disability ($) | CIC – Involuntary Termination (Double-Trigger) ($) |
|---|---|---|---|---|
| Cash severance | $765,000 | — | — | $1,530,000 |
| Unvested RSUs | — | $770,055 | $770,055 | $770,055 |
| Unvested PSUs | — | $781,854 | $351,067 | $781,854 |
| Health & welfare (COBRA) | $16,154 | — | — | $16,154 |
| Total | $781,154 | $1,551,909 | $1,121,122 | $3,098,063 |
Performance & Track Record
- Company performance context for pay: 2024 revenue $553.5M (+21% y/y), Adjusted EBIT $107.9M (+22% y/y), Adjusted EBIT margin 19.5%, net cash from operations $130.1M; adjusted free cash flow $93.8M (+40% y/y) .
- AIP payouts reflected below-target corporate performance (financial component 56%), with individual component recognizing execution (120% for Mr. Perna’s objectives) .
- PSU outcomes align to relative TSR: 2021 PSU paid at 86.7%; 2022 PSU paid at 100% but capped due to negative absolute TSR, reinforcing downside protections .
Compensation Committee & Peer Benchmarking
- Independent compensation consultant (Compensia) advises on CEO pay, peer group, incentive design .
- 2024 compensation peer group used for benchmarking (e.g., CTS, Semtech, Viavi, Rogers, etc.); Committee targets peer group median for reference in pay decisions .
- Say-on-pay support: ~98% approval in 2024 for 2023 NEO pay; ~97% in 2022 for prior year .
Equity Ownership & Governance Policies
- Stock ownership guidelines: CEO 4x salary; other executives 2x; Mr. Perna compliant as of 12/31/2024 .
- Insider trading policy permits Rule 10b5-1 plans; prohibits hedging/short sales/pledging; enforces robust governance .
Investment Implications
- Alignment: Heavy equity mix (RSUs/PSUs) tied to multi-year r-TSR, capped for negative TSR and subject to one-year holding post-settlement, indicates strong pay-for-performance and shareholder alignment; Mr. Perna’s deferred shares further reduce near-term selling pressure .
- Retention risk: No employment contract but severance and CIC plans provide meaningful protection (2.0x cash under CIC double-trigger), likely mitigating retention risk amid strategic transitions (Cornell Dubilier integration, CMM divestiture) .
- Trading signals: Watch equity settlement/vesting windows—PSUs vest 2/1/2026 and 2/1/2027; RSUs vest on 2/20 annually and remaining 2/6/2026—these dates can coincide with potential Form 4 activity, though Perna’s deferrals and anti-hedging/pledging policy temper selling pressure .
- Governance support: High say-on-pay approvals and independent compensation oversight lower governance risk; peer-median targeting reduces pay inflation concerns while maintaining competitiveness .