CTS DEF 14A Report ended May 9, 2024

Kieran M. O’Sullivan

Chairman, President and Chief Executive Officer

The Board of Directors unanimously recommends a vote FOR each director nominee.

Proposal 1: Election of Directors

Summary of Director Skills,

Qualifications and Experience

Donna M.

Costello

Amy M.

Dodrill

William S.

Johnson

Kieran M.

O’Sullivan

Robert A.

Profusek

Randy L.

Stone

Alfonso G.

Zulueta

Accounting/Audit

Corporate Governance/Ethics

Cybersecurity/Privacy

Executive Experience

Financial Expertise/Literacy

HR/Compensation

Industry/End-Market Experience

International Business

Leadership and Strategy

Legal/Regulatory

Mergers and Acquisitions

Operations

Public Company Board Experience

Risk Management

Strategic Planning/Oversight

Technology

Years Served on the Board

Demographics

Race/Ethnicity

African American

Asian/Pacific Islander

Hispanic/Latino

LGBTQ+

Native American

White/Caucasian

Gender

Male

Female

Proposal 1: Election of Directors

Age:

50

Director since:

2021

Donna M. Costello

Professional Experience:

Ms. Costello served as Chief Financial Officer of C&D Technologies, Inc., a global leader in energy storage solutions and services for the telecommunications, utility, uninterruptible power supply, cable, broadband and renewable energy markets, from 2016 to 2020. She served as Chief Financial Officer (from 2008 to 2016) and Vice President, Controller and Chief Accounting Officer (from 2002 to 2008) of Sequa Corporation, which, through its subsidiary Chromalloy, is a global technology company and a leading solutions provider for aircraft engines and gas turbines. From 1995 to 2002, Ms. Costello held the role of Senior Manager with Arthur Andersen, LLP.

Ms. Costello is a member of the board of directors of Rogers Corporation (NYSE: ROG), a global company focused on specialty materials and components, such as elastomeric materials, specialty silicone and polyurethane materials and pressure sensitive tapes, and currently serves as a member of the Audit Committee. Ms. Costello previously served as a member of the board of directors of Neenah, Inc. (formerly, NYSE: NP) and Horizon Global Corporation (formerly, NASDAQ: HZN).

The Board believes that Ms. Costello’s executive-level experience in a wide range of market segments CTS serves, and her financial expertise having served as a Chief Financial Officer and Chief Accounting Officer of large corporations, make her well qualified to serve as a director.

Committee Assignments:

• Audit (Chair)

• Compensation and Talent

Skills and Experience Highlights:

• Accounting/Audit

• Corporate Governance/Ethics

• Cybersecurity/Privacy

• Experience as a Chief Financial Officer and Chief Accounting Officer

• Financial Expertise/Literacy

• HR/Compensation

• Industry/End-Market Experience

• International Business

• Leadership and Strategy

• Mergers and Acquisitions

• Public Company Board Experience

• Risk Management

• Strategic Planning/Oversight

• Technology

Proposal 1: Election of Directors

Age:

51

Director since:

2024

Amy M. Dodrill

Professional Experience:

Ms. Dodrill served as President, Global Surgical Solutions & Patient Support Systems at Baxter International, Inc., (NYSE: BAX), a company with a portfolio of diagnostic, critical care, kidney care, nutrition, hospital and surgical products, until October 2022. Previously, Ms. Dodrill worked at Hillrom Holdings, Inc., a company specializing in medical device innovation, from October 2012 until December 2021 when it was acquired by Baxter International, Inc. While with Hillrom, Ms. Dodrill held various positions including President, Global Surgical and Vice President and General Manager of the U.S. Surgical Division. Ms. Dodrill also previously served as Vice President and General Manager of Trumpf Medical Surgical Solutions NA.

Ms. Dodrill is a member of the board of directors of Procept BioRobotics (NASDAQ: PRCT), a commercial-stage surgical robotics company focused on developing transformative solutions in urology, and currently serves as a member of the Audit and Compensation Committees.

The Board believes that Ms. Dodrill’s executive-level experience in market segments CTS serves, and her strategy and operations expertise having led multi-billion-dollar businesses, make her well qualified to serve as a director.

Committee Assignments:

•  Nominating, Governance and Sustainability

•  Technology and Transactions

Skills and Experience Highlights:

•  Accounting/Audit

•  Corporate Governance/Ethics

•  Experience as President of global businesses

•  Financial Expertise/Literacy

•  HR/Compensation

•  Industry/End-Market Experience

•  International Business

•  Leadership and Strategy

•  Mergers and Acquisitions

•  Operations

•  Public Company Board Experience

•  Risk Management

•  Strategic Planning/Oversight

•  Technology

Proposal 1: Election of Directors

Age:

67

Director since:

2015

William S. Johnson

Professional Experience:

Mr. Johnson served as Chief Financial Officer of Cabot Microelectronics Corporation (formerly NASDAQ: CCMP) for almost fifteen years, first as Vice President, from April 2003 until April 2013, and then as Executive Vice President, until January 2018. Mr. Johnson served as Senior Advisor to the Chief Executive Officer from January 2018 until January 2019. Cabot Microelectronics, later known as CMC Materials, Inc., and now a wholly owned subsidiary of Entegris, Inc. (NASDAQ: ENTG), is a leading supplier of advanced materials primarily for the semiconductor industry. From August 2000 until March 2003, Mr. Johnson served as Executive Vice President and Chief Financial Officer of Budget Group, Inc., (formerly NYSE: BD), the globally recognized car rental company, now a part of the Avis Budget Group (NASDAQ: CAR). From 1983 to 1999, Mr. Johnson served in various finance and management roles of increasing responsibility with BP Amoco (NYSE: BP), the global oil, gas and chemical company.

Mr. Johnson currently serves as a member of the advisory board of Waldom Electronics, a master distributor of electronic and electrical components.

The Board believes that Mr. Johnson’s experience as a Chief Financial Officer of a publicly traded corporation serving global markets, in addition to his financial expertise in a range of industries, substantial risk management skills and broad international business experience, make him well qualified to serve as a director.

Committee Assignments:

•  Audit

•  Compensation and Talent (Chair)

•  Technology and Transactions

Skills and Experience Highlights:

•  Accounting/Audit

•  Corporate Governance/Ethics

•  Experience as a Chief Financial Officer

•  Financial Expertise/Literacy

•  HR/Compensation

•  Industry/End-Market Experience

•  International Business

•  Leadership and Strategy

•  Mergers and Acquisitions

•  Public Company Board Experience

•  Risk Management

•  Strategic Planning/Oversight

•  Technology

Proposal 1: Election of Directors

Age:

61

Director since:

2013

Kieran M. O’Sullivan

Professional Experience:

Mr. O’Sullivan joined CTS in January 2013 as President and Chief Executive Officer and was appointed Chairman of the Board in May 2014. From 2006 until 2012, Mr. O’Sullivan served in several executive-level roles with Continental A.G., a global business focused on technology solutions and products for the transportation and mobility industries, first serving as Executive Vice President of the Global Infotainment and Connectivity business and later adding responsibility for its NAFTA Interior Division. From 2004 until 2006, Mr. O’Sullivan served as Corporate Vice President of Motorola’s Automotive business.

Since 2015, Mr. O’Sullivan has been a member of the board of directors of LCI Industries (NYSE: LCII), a supplier of engineered components for manufacturers of recreational vehicles, manufactured homes, marine applications and for related aftermarkets, and currently serves as Chair of the Risk Committee and as a member of the Audit and Corporate Governance, Nominating and Sustainability Committees.

The Board believes that Mr. O’Sullivan’s nearly 30 years of leadership experience in operations, strategy, mergers and acquisitions, and general management in the manufacturing, electronics and automotive business segments, make him well qualified to serve as a director.

Committee Assignments:

•  Technology and Transactions (Chair)

Skills and Experience Highlights:

•  Accounting/Audit

•  Corporate Governance/Ethics

•  Cybersecurity/Privacy

•  President and CEO of the Company

•  Financial Expertise/Literacy

•  HR/Compensation

•  Industry/End-Market Experience

•  International Business

•  Leadership and Strategy

•  Mergers and Acquisitions

•  Operations

•  Public Company Board Experience

•  Risk Management

•  Strategic Planning/Oversight

•  Technology

Proposal 1: Election of Directors

Age:

73

Director since:

1998

Robert A. Profusek

Professional Experience:

Mr. Profusek is a partner with Jones Day, a leading global law firm, where he serves as the Chair of the Global Mergers and Acquisitions practice. Since joining Jones Day in 1975, Mr. Profusek has been recognized as one of the world’s leading mergers and acquisitions and corporate governance lawyers. He has worked on hundreds of mergers, acquisitions and buyouts and has advised many boards and director committees on sensitive governance matters.

Since 2005, Mr. Profusek has been a member of the board of directors of Valero Energy Corporation (NYSE: VLO), the largest independent petroleum refiner in the world and the world’s second largest renewable fuels producer, currently serving as Lead Independent Director and as a member of the Human Resources and Compensation and Sustainability and Public Policy Committees. Mr. Profusek is also a member of the board of directors of Kodiak Sciences, Inc., (NASDAQ: KOD), a biopharmaceutical company specializing in therapeutics to treat chronic, high-prevalence ophthalmic diseases, and currently serves as Lead Independent Director, Chair of the Nominating and Governance Committee and as a member of the Compensation Committee. He previously served as a director of two other publicly traded companies that were acquired.

The Board believes that Mr. Profusek’s substantial experience in corporate governance and transactions, as well as serving as a director of several other publicly traded companies, make him well qualified to serve as a director.

Committee Assignments:

•  Compensation and Talent

•  Nominating, Governance and Sustainability (Chair)

Skills and Experience Highlights:

•  Accounting/Audit

•  Corporate Governance/Ethics

•  Cybersecurity/Privacy

•  Executive Experience

•  Financial Expertise/Literacy

•  HR/Compensation

•  Industry/End-Market Experience

•  International Business

•  Leadership and Strategy

•  Legal/Regulatory

•  Mergers and Acquisitions

•  Public Company Board Experience

•  Risk Management

•  Strategic Planning/Oversight

Proposal 1: Election of Directors

Age:

57

Director since:

2023

Randy L. Stone

Professional Experience:

Mr. Stone currently serves as Executive Vice President of Laboratory Solutions for Avantor, Inc. (NYSE: AVTR), a leading global provider of mission-critical products and services to customers in the biopharma and healthcare, education and government and advanced technologies industries. Avantor’s Laboratory Solutions segment is a multi-billion-dollar business that includes a comprehensive portfolio of products, services and digital solutions to enable insights in life sciences research, diagnostic and quality control workflows and supports Avantor’s own research and development initiatives. Mr. Stone joined Avantor in April 2023 as Executive Vice President, Proprietary Research Products and Materials.

Prior to joining Avantor, Mr. Stone served as the President of DuPont’s (NYSE: DD) Mobility and Materials segment, a leading provider of engineered polymers, performance resins and advanced solutions serving the electronics, industrial, consumer and transportation markets, from 2016 until November 2022 when DuPont divested the majority of the business. From 2012 until 2015, Mr. Stone served as a Director of Investor Relations for DuPont, during which time he gained extensive experience interacting with institutional investors and analysts. Prior to that, Mr. Stone served as a DuPont Regional Director in Asia, based in Shanghai, China.

The Board believes that Mr. Stone’s executive-level experience with a global company, his investor relations and corporate development experience and understanding of end markets aligned with the Company’s strategies, make him well qualified to serve as a director.

Committee Assignments:

•  Nominating, Governance and Sustainability

•  Technology and Transactions

Skills and Experience Highlights:

•  Accounting/Audit

•  Corporate Governance/Ethics

•  Experience as President of global businesses

•  Financial Expertise/Literacy

•  HR/Compensation

•  Industry/End-Market Experience

•  International Business

•  Leadership and Strategy

•  Mergers and Acquisitions

•  Operations

•  Public Company Board Experience

•  Risk Management

•  Strategic Planning/Oversight

•  Technology

Proposal 1: Election of Directors

Age:

61

Director since:

2018

Alfonso G. Zulueta

Professional Experience:

Mr. Zulueta spent over three decades in various roles of increasing responsibility with Eli Lilly and Company (NYSE: LLY), a global pharmaceutical company, including as Vice President of Global Marketing, President of Global Oncology and Critical Care Products and, most recently, as President of International responsible for all geographies outside the United States and Canada, from 2017 until his retirement at the end of 2021. Mr. Zulueta also served as a corporate officer and a member of Eli Lilly and Company’s Executive Committee. Mr. Zulueta previously served as a member of the board of the European Federation of Pharmaceutical Industries and Associations and the U.S.-Japan Business Council.

Mr. Zulueta currently serves as Non-Executive Chairman of the board of directors of Interpharma Investments Limited, the holding company of Zuellig Pharma, one of the largest healthcare services groups in Asia. Mr. Zulueta also serves as a director of Glooko, Inc., a provider of connected care software solutions for persons with chronic conditions. Mr. Zulueta previously served as a director of Amarin Corporation (NASDAQ: AMRN), Syneos Health, Inc. (formerly, NASDAQ: SYNH) and Calidi Biotherapeutics, Inc. (NYSE: CLDI).

The Board believes that Mr. Zulueta’s broad global management experience, his exposure to a range of cultures, and his deep experience in medical markets, make him well qualified to serve as a director.

Committee Assignments:

•  Audit

•  Nominating, Governance and Sustainability

Skills and Experience Highlights:

•  Accounting/Audit

•  Corporate Governance/Ethics

•  Experience as President of global businesses

•  Financial Expertise/Literacy

•  HR/Compensation

•  Industry/End-Market Experience

•  International Business

•  Leadership and Strategy

•  Operations

•  Public Company Board Experience

•  Risk Management

•  Strategic Planning/Oversight

✓

The Board of Directors unanimously recommends a vote FOR each director nominee.

Director

Donna M. Costello

Amy M. Dodrill

William S. Johnson

Kieran M. O’Sullivan

C

Robert A. Profusek

Randy L. Stone

Alfonso G. Zulueta

✓

Member C Chair

Audit
Committee

The Audit Committee is a standing committee of the Board. Directors Costello, Johnson and Zulueta are the current members of the Audit Committee and each is financially literate and meets the independence standards applicable to audit committee members under the NYSE Corporate Governance Listing Standards, as well as the CTS Corporation Corporate Governance Guidelines and the Audit Committee Charter. Ms. Costello is the current Chair of the Audit Committee. The Board has determined that Ms. Costello, Mr. Johnson and Mr. Zulueta each qualify as an audit committee financial expert under the criteria set forth in Item 407(d)(5)(ii) of Regulation S-K.

The Audit Committee held nine meetings in 2023. A copy of the Audit Committee Charter can be found in the governance section of the Company’s website at https://investors.ctscorp.com.

The Audit Committee is responsible for appointing the independent auditor, approving engagement fees and non-audit engagements and reviewing the independence and quality of the independent auditor. The Audit Committee reviews audit plans, audit reports, systems of internal accounting controls, audit results and recommendations of the independent auditor and the internal audit department. The Audit Committee also reviews and discusses with management CTS’ financial statements, earnings releases and earnings guidance. In addition, the Audit Committee reviews CTS’ annual enterprise risk assessment as well as the Company’s compliance with public-company regulatory requirements and its Code of Ethics. While our Board has the ultimate oversight responsibility for the risk management process, the Audit Committee is responsible for oversight of our cybersecurity strategy and risks.

committee
members

meetings in
2023

Committees of the Board of Directors

Compensation

and Talent

Committee

The Compensation and Talent Committee is a standing committee of the Board. Directors Costello, Johnson and Profusek are the current members of the Compensation and Talent Committee and each is an independent director as defined by the NYSE Corporate Governance Listing Standards and the CTS Corporation Corporate Governance Guidelines. Mr. Johnson is the current Chair of the Compensation and Talent Committee. The Compensation and Talent Committee held five meetings in 2023. A copy of the Compensation and Talent Committee Charter can be found in the governance section of the Company’s website at https://investors.ctscorp.com.

The Compensation and Talent Committee establishes executive compensation policies and reviews and approves director and executive officer compensation, as further described in the Compensation Discussion and Analysis section of this Proxy Statement. The Chief Executive Officer recommends the form and level of compensation for each executive officer other than himself to the Compensation and Talent Committee. The Compensation and Talent Committee reviews and approves corporate goals and objectives relevant to the executive officers, including the Chief Executive Officer, evaluates the Chief Executive Officer’s performance against those objectives and makes recommendations to the Board regarding the Chief Executive Officer’s compensation.

committee
members

meetings in
2023

Committees of the Board of Directors

Nominating,
Governance
and
Sustainability
Committee

The Nominating, Governance and Sustainability Committee is a standing committee of the Board. Directors Dodrill, Profusek, Stone and Zulueta are the current members of the Nominating, Governance and Sustainability Committee and each is an independent director as defined by the NYSE Corporate Governance Listing Standards and the CTS Corporation Corporate Governance Guidelines. Mr. Profusek is the current Chair of the Nominating, Governance and Sustainability Committee.

The Nominating, Governance and Sustainability Committee held five meetings in 2023. A copy of the Nominating, Governance and Sustainability Committee Charter can be found in the governance section of the Company’s website at https://investors.ctscorp.com.

The Nominating, Governance and Sustainability Committee reviews and makes recommendations to the Board concerning committee assignments and director nominees for election at the Annual Meeting of Shareholders and oversees director recruitment efforts. The Nominating, Governance and Sustainability Committee reviews and makes recommendations to the Board regarding CTS officers for election and succession, including succession planning for the Chief Executive Officer. The Nominating, Governance and Sustainability Committee also updates and refines the CTS Corporation Corporate Governance Guidelines for the approval of the Board and makes recommendations on matters of corporate governance.

committee
members

meetings in
2023

Committees of the Board of Directors

Technology

and
Transactions
Committee

The Technology and Transactions Committee reviews and makes recommendations to management regarding CTS’ technology strategy, new product development programs, innovation strategies and performance in the context of targeted market segments and strategic goals, as well as the Company’s organic development of technology. The Technology and Transactions Committee also reviews, on a preliminary basis, possible acquisitions, divestitures or other transactions identified by management for possible consideration by the Board, assesses existing and future trends and threats in technology that may impact the Company’s strategy and reports activities of the Committee to the Board.

Directors Johnson, Dodrill, O’Sullivan and Stone are the current members of the Technology and Transactions Committee. Mr. O’Sullivan currently serves as the Chair. The Technology and Transactions Committee held three meetings in 2023. A copy of the Technology and Transactions Committee Charter can be found in the governance section of the Company’s website at https://investors.ctscorp.com.

committee
members

3

meetings in
2023

Further Information Concerning the Board of Directors

Preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

Approve meeting agendas and schedules for the Board;

Review key strategic initiatives presented to the Board;

Serve as a liaison between the Chairman and the independent directors. To that end, ensure personal availability for consultation and communication with independent directors and with the Chief Executive Officer, as appropriate;

Call special meetings of the independent directors, as the Lead Independent Director may deem to be appropriate;

Be available, at the request of major shareholders, for consultation and direct communication. Respond directly to shareholder and other stakeholder questions and comments that are directed to the Lead Independent Director or to the independent directors as a group, consulting on such with the Chief Executive Officer or other directors as the Lead Independent Director may deem appropriate;

Act as a sounding board for the Chief Executive Officer and/or independent directors with respect to strategies, plans, organization, relationships, accountabilities and other issues;

Between regularly scheduled Board meetings discuss with the Chief Executive Officer key corporate risks and current issues and plans for presentations on such to the full Board or its committees; and

Lead the directors in appraising the Board’s performance at least annually.

Further Information Concerning the Board of Directors

Chief Executive Officer: 5.5x annual base salary;

Chief Financial Officer: 3x annual base salary;

General Counsel, Corporate Secretary: 3x annual base salary;

Other Executive Officers: 3x annual base salary; and

Directors: 5.5x annual retainer.

Further Information Concerning the Board of Directors

ESG
- 2023 Key Highlights

Publication of our inaugural ESG Report in April 2023, which can be found at https://www.ctscorp.com/esg/.

Enhanced our legacy of community outreach by devoting more than 5,500 hours to community service through CTS CARES – our global program designed to promote charitable giving and community involvement.

Provided our employees with training on a variety of subjects, including ethics and compliance, health and safety, cybersecurity awareness and antiharassment, and over 2,000 hours of training focused on leadership skills and behaviors to help them achieve their career goals.

Supported the electrification of passenger cars by continuing to work towards achieving our goal of deriving 25% of our sales of components for light vehicles from electrified platforms.

Name and Address of Beneficial Owner

BlackRock, Inc.

50 Hudson Yards

New York, New York 10001

The Vanguard Group

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

T. Rowe Price Investment Management, Inc.

101 E. Pratt Street

Baltimore, Maryland 21202

GAMCO Investors, Inc., et al.

One Corporate Center

Rye, New York 10581

EARNEST Partners, LLC

1180 Peachtree Street NE, Suite 2300

Atlanta, Georgia 30309

As reported on Schedule 13G/A filed with the SEC on January 22, 2024.

As reported on Schedule 13G/A filed with the SEC on February 13, 2024.

As reported on Schedule 13G/A filed with the SEC on February 14, 2024.

As reported on the Form 13Fs filed with the SEC on February 13, 2024 and February 14, 2024.

As reported on Schedule 13G/A filed with the SEC on February 13, 2024.

Stock Ownership Information

Name

Ashish Agrawal

Martin Baumeister

Donna M. Costello

Scott L. D’Angelo

Amy M. Dodrill

William S. Johnson

Michael E. Murray ⁽⁵⁾

Kieran M. O’Sullivan

Robert A. Profusek ⁽⁴⁾

Randy L. Stone

Alfonso G. Zulueta

All Current Directors and

Executive Officers as a Group

Represents less than 1% of the outstanding shares of CTS common stock.

Includes restricted stock units (each an “RSU”) that have vested but are distributable upon the director’s separation from service and convert on a one-to-one basis to shares of CTS common stock upon distribution.

No director or executive officer has pledged his or her shares of CTS common stock.

Based on 30,694,099 shares of CTS common stock outstanding as of the Record Date.

Excludes 1,800 shares held by Mr. Profusek’s spouse. Mr. Profusek disclaims any beneficial interest with respect to these shares.

Mr. Murray resigned from CTS effective November 3, 2023.