Ye Jane Li
KnowlesAbout Ye Jane Li
Independent director of Knowles Corporation; age 57; director since February 2018 (7 years as of 2025). Background spans senior operating roles in telecom/semiconductors and strategic advisory to private equity; current skillset includes financial expertise, engineering/technology, and global market exposure relevant to KN’s audit oversight and Asia strategy. Committees: Audit; independence affirmed under NYSE/SEC standards; Board noted all directors except the CEO are independent in 2024–2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diversis Capital, LLC | Strategic Advisor | 2013–present | PE advisory; tech portfolio exposure |
| Huawei Enterprise USA, Inc. | Chief Operating Officer | 2012–2015 | Enterprise IT go-to-market/operations |
| Huawei Symantec USA, Inc. | General Manager | 2010–2012 | Security/storage JV leadership |
| The Gores Group | Consultant | 2009 | Tech-sector private equity diligence |
| Fujitsu Compound Semiconductor / Eudyna Devices (JV w/ Sumitomo Electric) | EVP & General Manager | 2004–2009 | Optoelectronics/compound semi leadership |
| NeoPhotonics; Novalux; Corning | Executive/management roles | Prior to 2004 | Photonics/components operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Semtech Corporation | Director; Chair of the Board (since 2024); Chairs Governance Committee | Director since 2016 | Governance leadership; chair role indicates deep board process engagement |
| PDF Solutions, Inc. | Director | Since 2021 | Semiconductor analytics/software board oversight |
| ServicePower | Director | Since 2017 | Field service software board role |
| CTS Corporation | Director (prior) | 2020–2023 | Prior industrial tech board experience |
Board Governance
- Independence: Yes; Board determined all directors (except CEO) are independent under NYSE/SEC and KN standards .
- Committee assignments: Audit Committee member; Audit Committee is fully independent; all members designated “audit committee financial experts”; Audit met 4 times in 2024 .
- Attendance: Board met 8 times in 2024; each director attended at least 80% of Board and committee meetings; all directors attended the 2024 Annual Meeting; Board holds executive sessions quarterly without management .
- Time commitments policy: Non-employee directors may serve on no more than three other public boards; Audit members may serve on ≤2 other public company audit committees; in 2024 no Audit member exceeded this threshold .
- Governance policies: Prohibitions on hedging/pledging/short sales; director stock ownership guideline of 3x base cash retainer with five-year compliance window; all non-employee directors were in compliance as of 12/31/2024 .
| Governance Metric | Data |
|---|---|
| Independence status | Independent |
| KN committees | Audit |
| Board meetings held (2024) | 8 |
| Director attendance threshold | ≥80% for each director (2024) |
| Annual meeting attendance (2024) | All directors attended |
| Audit Committee meetings (2024) | 4 |
| Executive sessions | At least quarterly, chaired by independent Chair |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $75,000 | Consistent with $65,000 base cash retainer + $10,000 Audit Committee member retainer |
| Stock Awards (grant date fair value) | $170,014 | 10,740 RSUs granted 4/30/2024; one-for-one vest on 4/30/2025 (subject to service) |
| Total (2024) | $245,014 | Director compensation table |
| Program Structure (set Oct 2024) | Cash | Equity | Detail |
|---|---|---|---|
| Annual retainer (2024 → 2025) | $65,000 | $170,000 → $190,000 | 2025 total $255,000 (cash $65k; stock $190k); one-year cliff vesting on annual RSUs |
| Committee member retainers | Audit $10,000; Compensation $8,000; Governance $5,000 | — | Additional to base retainer |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Governance $12,500 | — | Cash; Board Chair +$70,000 cash |
| New director onboarding grant (2024 appointees) | — | $170,000 RSUs | Three-year cliff vesting; no longer part of ongoing program |
Performance Compensation
| Element | Metrics | Vesting/Terms |
|---|---|---|
| Director equity grants (RSUs) | None (time-based only) | Annual RSUs vest 1-year cliff; 10,740 RSUs granted 4/30/2024 vest 4/30/2025; converts one-for-one into common shares |
KN indicates it does not currently grant stock options to employees; director equity disclosed as RSUs with time-based vesting; no director PSUs or performance metrics disclosed .
Other Directorships & Interlocks
| Company | Overlap/Interlock Consideration |
|---|---|
| Semtech Corporation (Chair) | Semiconductor supplier ecosystem; governance leadership enhances board process expertise at KN; no KN-related party transactions disclosed; KN has formal review procedures for any related-person transactions >$120,000 |
| PDF Solutions, Inc. | Semiconductor analytics; informational advantages; time-commitment monitored by KN policy; Audit members not overboarded per 2024 check |
| ServicePower | Software; not directly overlapping KN’s core segments; included for completeness |
| CTS Corporation (prior) | Prior industrial tech exposure |
Expertise & Qualifications
- Senior executive experience across telecom systems, semiconductors, and enterprise IT; provides Asian market insight critical to KN supply chain and sales channels .
- Financial and risk oversight capabilities recognized via Audit Committee seat; Audit Committee members designated as “financial experts” .
- Governance leadership as Semtech Board Chair and Governance Committee Chair; strengthens board process and director evaluation practices .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 61,138 | As of 3/7/2025; includes RSUs vesting within 60 days if applicable |
| Outstanding director RSUs (12/31/2024) | 10,740 | Subject to vesting per director program |
| Shares outstanding (reference) | 87,689,673 | To compute ownership percentage |
| Ownership % of shares outstanding | ~0.07% | Computed from 61,138 / 87,689,673; underlying data per above |
- Director stock ownership guideline: 3x base annual cash compensation; all non-employee directors in compliance as of 12/31/2024 .
- Hedging/pledging prohibited for directors; enhances alignment and reduces risk of forced selling .
Governance Assessment
- Strengths: Independent director with Audit Committee role and “financial expert” designation; robust attendance; quarterly executive sessions; strong policies (no hedging/pledging; director ownership guidelines; clawback for performance-based pay) support investor alignment .
- Compensation alignment: Director pay mix is majority equity by design (stock RSUs), with transparent cash/committee retainers; modest program increase in 2025 maintains equity emphasis .
- Shareholder signals: 98% say-on-pay approval in 2024 indicates broad investor support for KN’s compensation/governance framework .
- Potential risks to monitor: Multiple concurrent board roles (Semtech Chair; PDFS; ServicePower) and private equity advisory (Diversis) require ongoing time-commitment and conflict screening; KN policy limits other boards and audit committee memberships and mandates review/approval of any related-person transactions .
RED FLAGS
- None disclosed regarding related-party transactions or pledging/hedging; KN policy expressly prohibits hedging/pledging and sets formal related-person transaction approval procedures .