DEF 14A of CTS Corp, Mar 28, 2025

DEF 14A of CTS Corp

Filed Mar 28, 2025 · FY20240001193125-25-066333

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Nominee | Age** | Director Since | Independent | Other Public Boards | Committee Memberships | | | | | | | | | | A | C&T | NG&S | T&T | | Donna M. Costello | 51 | 2021 | ✓ | 1 | Chair | ✓ | | | | Amy M. Dodrill | 52 | 2024 | ✓ | 1 | | | ✓ | ✓ | | William S. Johnson | 68 | 2015 | ✓ | — | ✓ | Chair | | ✓ | | Kieran M. O’Sullivan* | 62 | 2013 | | 1 | | | | Chair | | Robert A. Profusek+ | 74 | 1998 | ✓ | 2 | | ✓ | Chair | | | Randy L. Stone | 58 | 2023 | ✓ | — | | | ✓ | ✓ | | Alfonso G. Zulueta | 62 | 2018 | ✓ | 1 | ✓ | | ✓ | |

  3. Director Nominees

    | A | Audit | | C&T | Compensation and Talent | | NG&S | Nominating, Governance and Sustainability | | T&T | Technology and Transactions | | + | Lead Independent Director | | * | Chairman of the Board | | ** | As of December 31, 2024 |

  4. Director Nominees

    | CTS 2025 Proxy Statement | 3 |

  5. Director Nominees

    Proposal 1: Election of Directors

  6. Board Composition

    Board Composition CTS has benefitted from having a Board of Directors with a wide range of backgrounds who possess the experience necessary to provide the appropriate governance oversight and strategic direction for the Company. Detailed information on each director nominee is provided below. All directors are elected annually and serve one-year terms, or until their successors are elected and qualified. CTS’ Corporate Governance Guidelines require a director to submit an offer of resignation effective as of the next annual meeting of shareholders after reaching the age of 75 (the “Retirement Age Policy”). Mr. Profusek turned 75 years of age on January 14, 2025 and, in accordance with the Retirement Age Policy, he submitted an offer of resignation to be effective as of CTS’ Annual Meeting of Shareholders on May 8, 2025. In light of Mr. Profusek’s extensive experience and past contributions to CTS’ Board of Directors, the Nominating, Governance and Sustainability Committee recommended to the Board of Directors that an exception be made to the Retirement Age Policy permitting Mr. Profusek to be renominated for election as a director for another term. The Board of Directors approved the exception at its meeting on February 6, 2025.

  7. Board Composition

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

  8. Board Composition

    | 4 | CTS 2025 Proxy Statement |

  9. Board Skills, Qualifications, Experience and Demographics

    Board Skills, Qualifications, Experience and Demographics

  10. Board Skills, Qualifications, Experience and Demographics

    | 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 | 4 | 1 | 10 | 12 | 27 | 2 | 7 | | Demographics | | | | | | | | | Race/Ethnicity | | | | | | | | | African American | | | | | | | | | Asian/Pacific Islander | | | | | | | ✓ | | Hispanic/Latino | | | | | | | ✓ | | LGBTQ+ | | | | | | | | | Native American | | | | | | | | | White/Caucasian | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Gender | | | | | | | | | Male | | | ✓ | ✓ | ✓ | ✓ | ✓ | | Female | ✓ | ✓ | | | | | |

  11. Board Skills, Qualifications, Experience and Demographics

    | CTS 2025 Proxy Statement | 5 |

  12. Board Skills, Qualifications, Experience and Demographics

    Nominees for the Board of Directors. Each director nominee named below is currently a director of CTS. The ages shown are as of December 31, 2024. Each director nominee has agreed to serve as a director if elected. If one or more of the nominees becomes unavailable for election, the remaining members of the Board will, in their sole discretion and pursuant to authority granted by the CTS Bylaws, nominate and vote for a replacement director or reduce the authorized number of directors.

  13. Board Skills, Qualifications, Experience and Demographics

    | Age: 51 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 |

  14. Board Skills, Qualifications, Experience and Demographics

    | 6 | CTS 2025 Proxy Statement |

  15. Board Skills, Qualifications, Experience and Demographics

    | Age: 52 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 |

  16. Board Skills, Qualifications, Experience and Demographics

    | CTS 2025 Proxy Statement | 7 |

  17. Board Skills, Qualifications, Experience and Demographics

    | Age: 68 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 Corporation, 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 |

  18. Board Skills, Qualifications, Experience and Demographics

    | 8 | CTS 2025 Proxy Statement |

  19. Board Skills, Qualifications, Experience and Demographics

    | Age: 62 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 |

  20. Board Skills, Qualifications, Experience and Demographics

    | CTS 2025 Proxy Statement | 9 |

  21. Board Skills, Qualifications, Experience and Demographics

    | Age: 74 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 Committee. 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 Corporate 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 |

  22. Board Skills, Qualifications, Experience and Demographics

    | 10 | CTS 2025 Proxy Statement |

  23. Board Skills, Qualifications, Experience and Demographics

    | Age: 58 Director since: 2023 | Randy L. Stone Professional Experience: Mr. Stone served 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, until July 2024. 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 |

  24. Board Skills, Qualifications, Experience and Demographics

    | CTS 2025 Proxy Statement | 11 |

  25. Board Skills, Qualifications, Experience and Demographics

    | Age: 62 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 Lupin Limited (NSE: LUPIN), a pharmaceutical company that develops and commercializes a wide range of products in the cardiovascular, anti-diabetics, and respiratory segments, and is a member of the Audit and Strategy Committees. Mr. Zulueta previously served as a director of Glooko, Inc., 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 |

  26. Board Skills, Qualifications, Experience and Demographics

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

  27. Board Skills, Qualifications, Experience and Demographics

    | 12 | CTS 2025 Proxy Statement |

  28. Board Skills, Qualifications, Experience and Demographics

    Committees of the Board of Directors

  29. Compensation Objectives

    | • | Offer competitive compensation; |

  30. Competitive Market Pay Information

    Competitive Market Pay Information CTS initially designed its executive compensation program to be competitive with similarly situated companies with whom we compete for executive talent. The Compensation and Talent Committee initially references total compensation at the fiftieth percentile of the compensation for similar positions at similarly situated companies. For purposes of 2024 compensation decisions, this analysis was based on market comparator group company and survey data provided by Exequity, LLP, the Compensation and Talent Committee’s independent compensation consultant. While the Compensation and Talent Committee considers this comparative compensation information to gain a general understanding of current median pay practices in our markets, this consideration provides only an initial, general guideline for CTS’ compensation decisions, rather than a fixed rule or final determining factor. By initially referencing median compensation levels for its named executive officers, CTS believes it strikes the right balance between motivating named executive officers with market competitive factors and providing the compensation necessary to recruit and retain top executive talent. Individual compensation opportunities vary based on other factors, such as tenure with CTS, individual performance and level of leadership responsibility with CTS.

  31. What We Pay and Why

    | Elements of Total Compensation | Purpose | | • Base Salary • Retirement Benefits • Health and Welfare Benefits • Limited Perquisites | • Fixed cash and other customary compensation to attract and retain high-quality executive talent. | | • Annual Performance-Based Cash Incentives | • At-risk, variable incentive compensation to promote the achievement of specific financial and operational performance objectives. | | • Performance-Based Equity Awards | • At-risk, variable incentive compensation to promote the achievement of specific goals. • Align executives’ interests with shareholder interests. | | • Service-Based Equity Awards | • Fixed equity awards for long-term retention of executive talent. • Align executives’ interests with shareholder interests. |

  32. How 2024 Named Executive Officer Compensation was Determined

    How 2024 Named Executive Officer Compensation was Determined Mr. O’Sullivan recommended a total 2024 compensation package to the Compensation and Talent Committee for each of Messrs. Agrawal, D’Angelo and Baumeister considering, among other factors, their individual performance and responsibilities, and market comparator group company and survey data provided by Exequity, with particular reference to total compensation opportunities at the fiftieth percentile of similarly situated executives generally based upon the comparator group of companies identified in the section below describing the 2024-2026 Performance Restricted Stock Unit Plan. Where appropriate, the comparator group information is size adjusted to account for significant variations in the size of comparator companies versus the Company. Mr. O’Sullivan considered similar factors when developing an initial compensation package for Mr. Trivedi and recommending the package to the Compensation and Talent Committee for approval. At its February 2024 meeting, the Compensation and Talent Committee reviewed the data provided by Exequity and considered the recommendations of Mr. O’Sullivan, ultimately approving total compensation packages for Messrs. Agrawal, D’Angelo and Baumeister. The Compensation and Talent Committee also reviewed information provided by Exequity based on the same comparator group of companies as described above to assess and recommend a total compensation package for Mr. O’Sullivan to the Board, which was discussed and approved by the Board in independent session at its February 2024 meeting. The Compensation and Talent Committee reviewed similar information when considering and approving the recommendation of Mr. O’Sullivan for an initial compensation package for Mr. Trivedi. In addition, the Compensation and Talent Committee reviewed certain market salary information and considered the recommendation of Mr. O’Sullivan in approving a salary increase for Mr. D’Angelo in conjunction with his promotion to the role of Chief Legal and Administrative Officer in July 2024.

  33. Key Elements of 2024 Named Executive Officer Compensation

    calculated using the net sales as reported in the Company’s audited financial statements for the 2024 fiscal year, which, for purposes of the MIP, may be adjusted for unusual conditions, factors or events as determined by the Compensation and Talent Committee. Controllable working capital as a percentage of annual sales was derived by dividing accounts receivable plus inventory minus accounts payable by annualized quarterly sales, adjusted to exclude temporary inventory and safety stock accumulated during plant or supplier transitions in excess of $1 million, in each case for the applicable area of CTS’ business or, if applicable, at the Company level. The ESG Modifier was calculated by comparing the percentage of females in leadership roles in the Company as of December 31, 2023, to the same measure as of December 31, 2024, to determine the year-over-year increase or decrease (as the case may be). For purposes of calculating the MIP, the results of the acquisition of SyQwest, LLC were excluded, which resulted in adjustments to the Adjusted EPS, sales and controllable working capital as a percentage of annual sales results. In February 2024, the Compensation and Talent Committee also established Supplemental MIP Goals for Mr. Baumeister for purposes of the 2024 MIP. Mr. Baumeister’s Supplemental MIP Goals were based on adjusted operating earnings, total booked business, controllable working capital as a percentage of annual sales, in each case for the sensors and mechatronics area of the business, and the ESG Modifier. Mr. Trivedi’s Supplemental MIP Goals were the same as Mr. Baumeister’s, except his plan included sales instead of total booked business (for the same weighted amount) and, except for the ESG Modifier, were based on the advanced materials and solutions area of the business. Adjusted operating earnings was selected as a metric because it reflects the profit generated by the applicable area of CTS’ business. Total booked business was chosen as a metric for Mr. Baumeister because it helps to ensure the sensors and mechatronics area of CTS’ business is focused on maintaining a strong pipeline of orders from existing and new customers. Sales was chosen as a metric for Mr. Trivedi because it placed an emphasis on the annual sales growth goals for the advanced materials and solutions area of CTS’ business. Controllable working capital as a percentage of annual sales was chosen as a metric because it is an objective measure of the efficiency with which the applicable area of CTS’ business manages its short-term capital needs. Adjusted operating earnings was calculated by using net sales and subtracting the cost of goods sold and other operating expenses including selling, general and administrative and research and development expenses that have been adjusted for certain items which CTS has determined are not normal, recurring cash operating expenses necessary to operate its business such as restructuring and restructuring-related charges, acquisition-related costs, environmental charges and inventory fair value step-up charges, among others. Total booked business is a measure of the expected future revenue from the remaining life of long-term agreements with transportation customers which is calculated by adding new business awards earned during the calendar year and subtracting current period sales and market and/or program-related adjustments against the ending balance from the prior calendar year. For purposes of Mr. Trivedi’s Supplemental MIP Goals, sales were calculated using the net sales for the advanced materials and solutions area of CTS’ business for the 2024 fiscal year. Controllable working capital as a percentage of annual sales was calculated as described above. The Compensation and Talent Committee is permitted to adjust the metrics to account for unusual conditions, factors or events. As noted above, for purposes of calculating the MIP, the results of the acquisition of SyQwest, LLC were excluded, which resulted in adjustments to the Adjusted EPS, sales and controllable working capital as a percentage of annual sales results. The targets for the adjusted operating earnings, total booked business, sales and controllable working capital as a percentage of annual sales metrics (as applicable), which were approved by the Compensation and Talent Committee for purposes of the Supplemental MIP Goals, were designed to incentivize Messrs. Baumeister and Trivedi to achieve the goals applicable to their area of the business in 2024. In setting the applicable target levels, management and the Compensation and Talent Committee generally considered how achievement of the performance goals could be impacted by the efforts of Messrs. Baumeister and Trivedi and events expected to occur in 2024, with threshold goals established at levels that were believed to be reasonably likely to be attained, target goals requiring considerable and increasing business achievement and effort on the part of Messrs. Baumeister and Trivedi to achieve and achievement of the maximum goals considered to be a stretch outcome. The specific threshold, target and maximum levels for these metrics are not disclosed in this Proxy Statement as we believe that disclosure of such goals even after the applicable performance period has ended would cause us competitive harm. Determination of Actual MIP Awards. Actual MIP award payments are based on a formula and can vary from zero to 200% of the target award opportunity based on achievement of the quantitative performance goals. If actual performance fails to meet the minimum or required threshold for a quantitative goal, the payout under the MIP for that goal is zero. On the upside, payout increases linearly up to 200% as performance exceeds the threshold performance goals. If actual performance equals the minimum or required threshold for a quantitative goal, the payout under the MIP for that goal is 50% of the target award opportunity, and if actual performance equals the target quantitative goal, the payout under the MIP for that goal is 100% of the

  34. Key Elements of 2024 Named Executive Officer Compensation

    target award opportunity. The maximum payout under the MIP is 200% even if the Company’s performance exceeds the maximum level of performance. The Company uses straight line mathematical interpolation to calculate results between the minimum threshold and target and target and the maximum level. One consequence of this cliff threshold and payout performance formula is that a named executive officer’s risk of receiving no award is greater than the named executive officer’s opportunity to obtain an award that is substantially above target. Another consequence is that payouts above target represent a fraction of the expected return to the Company from “better than plan” performance. Since payments are capped, a named executive officer cannot increase MIP awards beyond a fixed amount, counterbalancing the incentive to pursue outsized short-term rewards at the expense of the long-term health of the Company. While actual awards will vary above and below target from year to year, CTS expects that over a period of several years, payouts under the MIP will generally average about 100% of target. In each of the past five years (i.e., 2020-2024), payouts under the MIP for named executive officers on Company MIP Goals averaged 85% of target, and payouts based on the goals applicable to Messrs. Baumeister and Trivedi collectively averaged 66% of target. How 2024 MIP Awards Were Calculated. For Messrs. O’Sullivan, Agrawal and D’Angelo, performance measurements were weighted 60% for the Adjusted EPS goal, 30% for the sales goal and 10% for the controllable working capital as a percentage of annual sales goal. In addition, the annual award could be adjusted by +/- 10% based on the ESG Modifier. The target award opportunities, which were based on base salary and unchanged from the prior year for Messrs. O’Sullivan and Agrawal, were 100% and 65% respectively. Mr. D’Angelo’s target award opportunity was increased from 55% to 60% in conjunction with his promotion to the role of Vice President, Chief Legal and Administrative Officer and Corporate Secretary. For purposes of the 2024 MIP, base salary is generally the named executive officer’s annual base salary level in effect on the last day of the calendar year. These target award opportunities were derived in part from the data obtained from the Exequity report and in part by the Compensation and Talent Committee’s judgment on the internal equity of the positions, their relative value to CTS and the desire to maintain a consistent annual target award incentive for named executive officers of CTS. Mr. Baumeister’s MIP was comprised of two main components—the Company MIP Goals and the Supplemental MIP Goals. The Company MIP Goals were the same (both the performance goals and metrics) as those noted above for Messrs. O’Sullivan, Agrawal and D’Angelo, and weighted at 20%. The Supplemental MIP Goals were weighted 50% for the adjusted operating earnings goal, 30% for the total booked business goal and 20% for the controllable working capital as a percentage of annual sales goal. In addition, Mr. Baumeister’s annual award could be adjusted by +/- 10% based on the ESG Modifier. Each Supplemental MIP Goal was calculated based on the results of the sensors and mechatronics area of CTS’ business with the exception of the ESG Modifier (and weighted in the aggregate at 80%). The target award opportunity for Mr. Baumeister, which was based on his base salary, was 55%. Mr. Trivedi’s Supplemental MIP Goals were weighted the same as Mr. Baumeister’s, except that his Supplemental MIP Goals included sales (instead of total booked business) weighted at 30%, and, except for the ESG Modifier, in each case were calculated based on the results of the advanced materials and solutions area of CTS’ business (and weighted in the aggregate at 80%). The target award opportunity for Mr. Trivedi, which was based on his base salary, was 55%. For 2024, regarding the Company MIP Goals, the minimum threshold for Adjusted EPS was $2.03, the target was $2.22 and the maximum was $2.45. The minimum threshold for Company sales was $523 million, the target was $550 million and the maximum was $589 million. The minimum threshold for controllable working capital as a percentage of annual sales was 17.9%, the target was 17% and the maximum was 14.5%. For the ESG Modifier, if results were less than 27%, it would reduce the MIP award by 10%, and if the results were greater than 30%, it would increase the MIP award by 10%. Actual results are shown in the table below.

  35. Key Elements of 2024 Named Executive Officer Compensation

    | | 2024 Management Incentive Plan Performance Goals at Target | | | | | | | 2024 Management Incentive Plan Performance Results(1) | | | | | | | | Named Executive Officer | 2024 End of Year Base Salary Rate ($) | 2024 Annual Target Award (% of Base Salary) | Adjusted EPS ($) | Sales (Ms) ($) | Controlla ble Working Capital (%) | ESG Modifi er (%) | MIP Awards at Target ($) | Adjusted EPS ($) | Sales (Ms) ($) | Controlla ble Working Capital (%) | ESG Modifier (%) | Annual Supplemental MIP Incentive Earned (%) | 2024 Annual Incentive Earned (%) | 2024 Annual Incentive Paid ($) | | Kieran M. O’Sullivan | 832,000 | 100 | $2.22 | $550 | 17% | >30% | 832,000 | $2.15 | $501 | 17.8 | 31% | — | 64.9% | $540,380 | | Ashish Agrawal | 434,800 | 65 | $2.22 | $550 | 17% | >30% | 282,620 | $2.15 | $501 | 17.8 | 31% | — | 64.9% | $183,562 | | Scott L. D’Angelo | 415,000 | 60(2) | $2.22 | $550 | 17% | >30% | 227,445(2) | $2.15 | $501 | 17.8 | 31% | — | 64.9% | $147,725 | | Martin Baumeister | 373,724 | 55 | $2.22 | $550 | 17% | >30% | 205,546 | $2.15 | $501 | 17.8 | 31% | 0% | 20.9%(3) | $43,144 | | Pratik Trivedi | 375,000 | 55(4) | $2.22 | $550 | 17% | >30% | 139,191(4) | $2.15 | $501 | 17.8 | 31% | 14.7% | 32.7%(5) | $45,564 |

  36. Key Elements of 2024 Named Executive Officer Compensation

    | (1) For purposes of calculating the MIP, the results of the acquisition of SyQwest, LLC were excluded, which resulted in adjustments to the Adjusted EPS, sales and controllable working capital as a percentage of annual sales results. |

  37. Key Elements of 2024 Named Executive Officer Compensation

    | (3) Based on the actual performance of the sensors and mechatronics area of CTS’ business, Mr. Baumeister’s achievement of his Supplemental MIP Goals was 0%. Mr. Baumeister’s achievement of his overall MIP was 20.9%. Thus, a 20.9% performance factor was used to calculate Mr. Baumeister’s MIP award. |

  38. Key Elements of 2024 Named Executive Officer Compensation

    | (5) Based on the actual performance of the advanced materials and solutions area of CTS’ business, Mr. Trivedi’s achievement of his Supplemental MIP Goals was 14.7%. Mr. Trivedi’s achievement of his overall MIP was 32.7%. Mr. Trivedi’s MIP award was prorated to reflect his April 29, 2024 start date with the Company. |

  39. Key Elements of 2024 Named Executive Officer Compensation

    Following the grant of the 2022-2024 Performance Restricted Stock Unit Plan awards, Haynes International, Inc. and Coherent Corp. (formerly, II-IV, Inc.) were removed from the comparator group due, in each case, to their acquisition by or merger with other companies. Participants must remain continuously employed by CTS through the end of the three-year performance period to receive an award payout, subject to limited exceptions. The Compensation and Talent Committee can, in its discretion, adjust a participant’s payout of an award after consideration of other factors, including overall CTS performance and the individual participant’s contribution to CTS’ performance. The Compensation and Talent Committee can also adjust a payout of an award in its discretion to prevent the enlargement or dilution of the award because of extraordinary events or circumstances as determined by the Compensation and Talent Committee; however, no such adjustments were made by the Compensation and Talent Committee when calculating and approving the payouts under the 2022-2024 Performance Restricted Stock Unit Plan. The Company achieved the following results against the performance metrics of the 2022-2024 Performance Restricted Stock Unit Plan during the three-year performance period:

  40. Key Elements of 2024 Named Executive Officer Compensation

    | Results of 2022-2024 Performance Restricted Stock Unit Plan | | | | | | | | | 2022-2024 Performance RSU Plan Metrics | 50% | 100% | 150% | 200% | Actual | Performance% | Weighted Payout as a % of Target | | Three-Year Sales Growth | 13% | 16% | 20% | 25% | 0.6% | 0% | 0% | | Three-Year Relative Total Shareholder Return | 30% | 50% | 70% | 90% | 92% | 200% | 70% | | Three-Year Operating Cash Flow (in Millions) | $190 | $250 | $275 | $300 | $309 | 200% | 60% | | Total Weighted Payout as a % of Target | | | | | | | 130% |

  41. Key Elements of 2024 Named Executive Officer Compensation

    The target RSU award opportunities for Messrs. O’Sullivan, Agrawal, D’Angelo and Baumeister were 34,314, 11,015, 7,145 and 4,466 respectively. As a result of the Company’s three-year performance based on the metrics noted above, Messrs. O’Sullivan, Agrawal, D’Angelo and Baumeister received the following awards of shares under the 2022-2024 Performance Restricted Stock Unit Plan:

  42. Key Elements of 2024 Named Executive Officer Compensation

    | Awards under the 2022-2024 Performance Restricted Stock Unit Plan | | | | | Named Executive Officer | Award at Target | Actual Results as % of Target | Payout (#)(1) | | Kieran M. O’Sullivan | 34,314 | 130% | 44,608 | | Ashish Agrawal | 11,015 | 130% | 14,320 | | Scott L. D’Angelo | 7,145 | 130% | 9,289 | | Martin Baumeister | 4,466 | 130% | 5,806 |

  43. Key Elements of 2024 Named Executive Officer Compensation

    | (1) Awards under the 2022-2024 Performance Restricted Stock Unit Plan were paid in 2025. |

  44. Key Elements of 2024 Named Executive Officer Compensation

    Mr. Trivedi commenced employment with the Company on April 29, 2024, and therefore was not eligible to receive a payout under the 2022-2024 Performance Restricted Stock Unit Plan. Other Three-year Performance Restricted Stock Unit Plans. In each of February 2023 and 2024, the Compensation and Talent Committee established a new three-year performance-based equity compensation program for the 2023-2025 and 2024-2026 periods respectively. Both plans include performance metrics for three-year sales growth (weighted at 60%) and three-year operating cash flow (weighted at 40%), with different goals for each, and utilize RTSR as a modifier that increases (if

  45. Key Elements of 2024 Named Executive Officer Compensation

    Grants made to named executive officers under each year’s plan are reported as compensation in our Summary Compensation Table at grant date fair value computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 for the year the grant is made. We do not disclose the specific, forward-looking goals that we established for the 2023-2025 and 2024-2026 Performance Restricted Stock Unit Plans in this Proxy Statement because (1) these goals relate to executive compensation to be earned and/or paid in current or future years and do not affect a fair understanding of the named executive officers’ compensation for 2024 and (2) we believe that disclosure of such goals while the applicable performance period is ongoing would cause us competitive harm. However, we intend to disclose such goals in future proxy statements once the applicable performance periods have ended as part of our discussion and analysis about the amounts earned by the named executive officers under these awards. In setting the applicable target levels, the Compensation and Talent Committee considered how achievement of the performance goals could be impacted by events expected to occur in the coming years. We believe that the threshold goals have been established at levels that should be reasonably likely to attain, and that the target goals will require considerable and increasing collective effort on the part of our employees, including our named executive officers, to achieve. Achievement of the maximum goals under such plans is considered to be a stretch given current and expected future market conditions. The target RSU award opportunities under the 2023-2025 Performance Restricted Stock Unit Plan are: Mr. O’Sullivan, 32,877, Mr. Agrawal, 8,397, Mr. D’Angelo, 6,234 and Mr. Baumeister, 3,426. The target RSU award opportunities under the 2024-2026 Performance Restricted Stock Unit Plan are: Mr. O’Sullivan, 38,019, Mr. Agrawal, 8,796, Mr. D’Angelo, 6,813, Mr. Baumeister, 3,666 and Mr. Trivedi, 2,949. Focus 2025 Performance Restricted Stock Unit Plan. In February 2020, the Compensation and Talent Committee established the CTS Corporation Focus 2025 Performance Restricted Stock Unit Plan (the “Focus 2025 RSU Plan”). Depending upon CTS’ achievement of cumulative revenues of $750 million measured over any trailing four-quarter period during a five-year performance period (through December 31, 2024), certain executives within the Company as well as participating named executive officers were eligible to earn zero to 200% of a target RSU award opportunity established for the applicable position. The Compensation and Talent Committee selected a five-year performance measurement period to align with the Company’s five-year strategic plan established at that same time and to encourage sustained performance beneficial to shareholders over that same period. Messrs. O’Sullivan, Agrawal, D’Angelo and Trivedi were not eligible to participate in the Focus 2025 RSU Plan. Mr. Baumeister was eligible to earn a target award opportunity of 4,500 RSUs; however, the Company did not achieve the revenue target described above and therefore neither Mr. Baumeister nor any other eligible executive received a payout under the Focus 2025 RSU Plan. Service-Based Equity Compensation. CTS believes that stock ownership and equity-based compensation are valuable tools for motivating employees to improve, and rewarding them for improvements in, CTS’ long-term performance. The table below reflects the service-based RSUs awarded to Messrs. O’Sullivan, Agrawal, D’Angelo, Baumeister and Trivedi in 2024. The Compensation and Talent Committee granted the awards to Messrs. Agrawal, D’Angelo, Baumeister and Trivedi based on the recommendation of Mr. O’Sullivan. In making his recommendation, Mr. O’Sullivan analyzed the third-party market information provided by Exequity and subjectively considered retention and performance factors. Mr. O’Sullivan’s 2024 RSU award was recommended by the Compensation and Talent Committee and approved by the entire Board (other than Mr. O’Sullivan, who abstained in discussions and votes related to his own awards). Mr. O’Sullivan’s 2024 grant was determined based on a review of

  46. Key Elements of 2024 Named Executive Officer Compensation

    competitive market conditions, retention considerations and performance factors. Each service-based RSU award is settled on a one-for-one basis with shares of CTS common stock upon vesting. Grants of equity awards made in 2024 are reported in the 2024 Summary Compensation Table and the 2024 Grants of Plan-Based Awards Table.

  47. Key Elements of 2024 Named Executive Officer Compensation

    | 2024 Service-Based RSU Awards | | | | Named Executive Officer | 3-Year Vesting Schedule | 2-Year Cliff Vesting Schedule | | Kieran M. O’Sullivan | 25,344 | — | | Ashish Agrawal | 5,862 | 5,853 | | Scott L. D’Angelo | 4,542 | 5,853 | | Martin Baumeister | 2,445 | 5,853 | | Pratik Trivedi | 2,124 | 3,932 |

  48. Agreements and Other Arrangements with Named Executive Officers

    Agreements and Other Arrangements with Named Executive Officers Executive Severance Policy. See the section of this Proxy Statement titled “Potential Payments Upon Termination or Change-in-Control” below for information about CTS’ Executive Severance Policy. Change-In-Control Severance Agreements. CTS has entered into change-in-control severance agreements with Messrs. O’Sullivan, Agrawal and D’Angelo, the purpose of which is to help CTS retain those named executive officers and encourage them to focus on corporate interests during times of change and uncertainty. For more on the change-in-control severance agreements, please see the section of this Proxy Statement titled “Potential Payments Upon Termination or Change-in-Control” below.

  49. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  50. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Kieran M. O’Sullivan Chairman, President and Chief Executive Officer | 2024 | 823,385 | — | 2,800,011 | 540,380 | 24,750 | 4,188,526 | | | 2023 | 775,385 | — | 2,400,021 | — | 24,000 | 3,199,406 | | | 2022 | 788,693 | — | 1,924,573 | 1,440,000 | 22,750 | 4,176,016 | | Ashish Agrawal Vice President and Chief Financial Officer | 2024 | 430,301 | — | 875,897 | 183,562 | 22,558 | 1,512,318 | | | 2023 | 400,887 | — | 612,981 | — | 21,936 | 1,035,804 | | | 2022 | 397,019 | — | 613,018 | 470,340 | 20,757 | 1,501,134 | | Scott L. D’Angelo Vice President, Chief Legal and Administrative Officer and Corporate Secretary | 2024 | 390,958 | — | 734,954 | 147,725 | 20,250 | 1,293,887 | | | 2023 | 349,538 | — | 455,038 | — | 20,500 | 825,076 | | | 2022 | 339,620 | — | 399,990 | 337,840 | 19,250 | 1,096,700 | | Martin Baumeister Senior Vice President | 2024 | 368,064 | — | 510,982 | 43,144 | 17,250 | 939,440 | | | 2023 | 338,957 | — | 250,054 | 104,403 | 16,500 | 709,914 | | Pratik Trivedi(5) Senior Vice President | 2024 | 245,192 | — | 458,084 | 45,564 | 37,495 | 786,335 |

  51. 2024 Summary Compensation Table

    | (1) Salary shown for 2024 reflects regular base salary earnings for 2024, which amount varies from the base salary rate(s) referenced elsewhere in this Proxy Statement. In particular, on June 19, 2024, based on a recommendation by Mr. O’Sullivan, the Compensation and Talent Committee approved an increase in Mr. D’Angelo’s base salary rate from $376,200 to $415,000, effective July 1, 2024, in conjunction with his promotion to the role of Vice President, Chief Legal and Administrative Officer and Corporate Secretary. |

  52. 2024 Summary Compensation Table

    | (2) The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 of stock awards granted during the year. For a discussion of the assumptions made in the valuation, refer to Note 1 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024 in our Annual Report on Form 10-K filed with the SEC on February 26, 2025. Amounts reflected consist of service-based RSUs and performance-based RSUs. For the performance-based awards reported in this column, such amounts are based on the probable outcome of the relevant performance conditions as of the grant date and therefore are at target. Assuming that the highest level of performance is achieved for these awards, the aggregate grant date fair value of all such awards for 2024 would be: Mr. O’Sullivan, $4,480,071, Mr. Agrawal, $1,251,446, Mr. D’Angelo, $1,025,937, Mr. Baumeister, $667,557 and Mr. Trivedi, $608,100. |

  53. 2024 Summary Compensation Table

    | (3) Amounts represent payments earned under the MIP in respect of that year’s performance and paid in the subsequent year. |

  54. 2024 Summary Compensation Table

    | (4) Amounts in this column for 2024 reflect values for financial planning and tax preparation services and executive physicals for Messrs. O’Sullivan, Agrawal and D’Angelo (in each case to the extent such benefits were used in 2024), as well as CTS contributions under the 401(k) Plan of $17,250 to each of Messrs. O’Sullivan, Agrawal, D’Angelo, and Baumeister and $16,236 to Mr. Trivedi. The amount for Mr. Trivedi also includes relocation expense reimbursements in the amount of $21,259. |

  55. 2024 Summary Compensation Table

    | (5) Mr. Trivedi joined the Company on April 29, 2024. |

  56. 2024 Summary Compensation Table

    | CTS 2025 Proxy Statement | 39 |

  57. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  58. 2024 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Kieran M. O’Sullivan | | | | | | | | | | | 2024 Management Incentive Plan | — | 41,600 | 832,000 | 1,664,000 | — | — | — | — | — | | 2024-2026 Performance Restricted Stock Unit Plan(1) | 2/8/2024 | — | — | — | 7,604 | 38,019 | 76,038 | — | 1,680,060 | | 2024 Service-based Restricted Stock Unit Plan(2) | 2/8/2024 | — | — | — | — | — | — | 25,344 | 1,119,951 | | Ashish Agrawal | | | | | | | | | | | 2024 Management Incentive Plan | — | 14,131 | 282,620 | 565,240 | — | — | — | — | — | | 2024-2026 Performance Restricted Stock Unit Plan(1) | 2/7/2024 | — | — | — | 1,759 | 8,796 | 17,592 | — | 375,549 | | 2024 Service-based Restricted Stock Unit Plan (2) | 2/7/2024 | — | — | — | — | — | — | 11,715 | 500,348 | | Scott L. D’Angelo | | | | | | | | | | | 2024 Management Incentive Plan | — | 11,372 | 227,445 | 454,890 | — | — | — | — | — | | 2024-2026 Performance Restricted Stock Unit Plan(1) | 2/7/2024 | — | — | — | 1,363 | 6,813 | 13,626 | — | 290,984 | | 2024 Service-based Restricted Stock Unit Plan(2) | 2/7/2024 | — | — | — | — | — | — | 10,395 | 443,970 | | Martin Baumeister | | | | | | | | | | | 2024 Management Incentive Plan | — | 2,055 | 205,546 | 411,092 | — | — | — | — | — | | 2024-2026 Performance Restricted Stock Unit Plan(1) | 2/7/2024 | — | — | — | 733 | 3,666 | 7,332 | — | 156,575 | | 2024 Service-based Restricted Stock Unit Plan(2) | 2/7/2024 | — | — | — | — | — | — | 8,298 | 354,407 | | Pratik Trivedi(3) | | | | | | | | | | | 2024 Management Incentive Plan | — | 1,392 | 139,191 | 278,382 | — | — | — | — | — | | 2024-2026 Performance Restricted Stock Unit Plan(1) | 5/8/2024 | — | — | — | 590 | 2,949 | 5,898 | — | 150,016 | | 2024 Service-based Restricted Stock Unit Plan(2) | 5/8/2024 | — | — | — | — | — | — | 6,056 | 308,068 |

  59. 2024 Grants of Plan-Based Awards

    | (1) In February 2024, the Compensation and Talent Committee established terms applicable to performance-based equity compensation awards for the performance period covering fiscal years 2024-2026 under the CTS Corporation 2018 Equity and Incentive Compensation Plan. Generally, shares for achievement of the performance goals (to the extent earned) will be paid out in 2027 following approval by the Compensation and Talent Committee. |

  60. 2024 Grants of Plan-Based Awards

    | 40 | CTS 2025 Proxy Statement |

  61. 2024 Grants of Plan-Based Awards

    | (2) Service-based RSUs under the 2018 Equity and Incentive Compensation Plan generally vest 1/3 annually on the anniversary of the grant date. However, in 2024, Messrs. Agrawal, D’Angelo, Baumeister and Trivedi also received grants of service-based RSUs that fully vest on the second anniversary of the grant date. The table titled “2024 Service-Based RSU Awards” identifies the number of RSUs included in each grant. |

  62. 2024 Grants of Plan-Based Awards

    | (3) Mr. Trivedi joined the Company on April 29, 2024, and therefore his award opportunities are prorated to align with his start date. |

  63. 2024 Grants of Plan-Based Awards

    | (4) The amounts reported in this column represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 of stock awards granted during the year. Amounts reflected consist of service-based RSUs and performance-based RSUs. For the performance-based awards reported in this column, such amounts are based on the probable outcome of the relevant performance conditions as of the grant date and therefore are at target. |

  64. 2024 Grants of Plan-Based Awards

    Compensation Arrangements. CTS did not have employment agreements with any named executive officers for 2024. In an effort to formalize and standardize CTS’ severance practices for other officers and key employees, CTS enacted an Executive Severance Policy in 2009, and CTS maintains change-in-control severance agreements with Messrs. O’Sullivan, Agrawal and D’Angelo. For more on the executive change-in-control severance agreements and the Executive Severance Policy, please see the section of this Proxy Statement titled “Potential Payments upon Termination or Change-in-Control” below. Mr. O’Sullivan’s annual base salary was determined by the Board based on recommendations by the Compensation and Talent Committee. Mr. O’Sullivan does not receive any compensation for his service as a director. Annual base salary for Messrs. Agrawal, D’Angelo, Baumeister and Trivedi was determined by the Compensation and Talent Committee.

  65. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  66. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Kieran M. O’Sullivan | 47,616(3) | 2,510,792 | 53,997 | 2,847,262 | | Ashish Agrawal | 17,858(4) | 941,652 | 12,877 | 679,004 | | Scott L. D’Angelo | 14,752(5) | 777,873 | 9,264 | 488,491 | | Martin Baumeister | 10,812(6) | 570,117 | 5,331 | 281,104 | | Pratik Trivedi | 6,056(7) | 319,333 | 2,949 | 155,501 |

  67. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) Any award issued under a three-year performance program generally will vest as of the last day of the applicable performance period (subject to the other requirements of the plan) and payout of the award is subject to approval of the Compensation and Talent Committee and certification of the Company’s financial results for the last year of the measurement period. Awards issued under a three-year performance program are reported in this column at threshold, target or the maximum level, as applicable, depending upon the performance of the applicable three-year performance program as of December 31, 2024. Mr. O’Sullivan’s awards are comprised of 15,978 potential units under the 2023-2025 Performance Restricted Stock Unit Plan and 38,019 potential units under the 2024-2026 Performance Restricted Stock Unit Plan. Mr. Agrawal’s awards are comprised of 4,081 potential units under the 2023-2025 Performance Restricted Stock Unit Plan and 8,796 potential units under the 2024-2026 Performance Restricted Stock Unit Plan. Mr. D’Angelo’s awards are comprised of 3,030 potential units under the 2023-2025 Performance Restricted Stock Unit Plan and 6,234 potential units under the 2024-2026 Performance Restricted Stock Unit Plan. Mr. Baumeister’s awards are comprised of 1,665 potential |

  68. Outstanding Equity Awards at 2024 Fiscal Year-End

    | CTS 2025 Proxy Statement | 41 |

  69. Outstanding Equity Awards at 2024 Fiscal Year-End

    | units under the 2023-2025 Performance Restricted Stock Unit Plan and 3,666 potential units under the 2024-2026 Performance Restricted Stock Unit Plan. Mr. Trivedi’s awards are comprised of 2,949 potential units under the 2024-2026 Performance Restricted Stock Unit Plan. |

  70. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) Calculation of amounts reflected in this column are based on the closing share price of CTS common stock on December 31, 2024 of $52.73 per share. |

  71. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) Mr. O’Sullivan’s 47,616 service-based RSUs have vested or will vest as follows: 8,448 on February 8, 2025, 7,306 on February 9, 2025, 7,660 on February 10, 2025, 8,448 on February 8, 2026, 7,306 on February 9, 2026 and 8,448 on February 8, 2027. |

  72. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) Mr. Agrawal’s 17,858 service-based RSUs have vested or will vest as follows: 1,954 on February 7, 2025, 1,866 on February 9, 2025, 2,411 on February 10, 2025, 7,807 on February 7, 2026, 1,866 on February 9, 2026 and 1,954 on February 7, 2027. |

  73. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) Mr. D’Angelo’s 14,752 service-based RSUs have vested or will vest as follows: 1,514 on February 7, 2025, 1,385 on February 9, 2025, 1,587 on February 10, 2025, 7,367 on February 7, 2026, 1,385 on February 9, 2026 and 1,514 on February 7, 2027. |

  74. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) Mr. Baumeister’s 10,812 service-based RSUs have vested or will vest as follows: 815 on February 7, 2025, 761 on February 9, 2025, 992 on February 10, 2025, 6,668 on February 7, 2026, 761 on February 9, 2026 and 815 on February 7, 2027. |

  75. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) Mr. Trivedi’s 6,056 service-based RSUs have vested or will vest as follows: 708 on May 8, 2025, 4,640 on May 8, 2026 and 708 on May 8, 2027. |

  76. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  77. 2024 Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Kieran M. O’Sullivan | 85,869 | $3,829,150 | | Ashish Agrawal | 26,651 | $1,158,229 | | Scott L. D’Angelo | 10,715 | $469,067 | | Martin Baumeister | 11,246 | $488,604 | | Pratik Trivedi(3) | — | — |

  78. 2024 Option Exercises and Stock Vested

    | (1) Vested stock awards included in this table include the earned awards under the 2022-2024 Performance Restricted Stock Unit Plan, as those awards were considered vested as of December 31, 2024 subject to Compensation and Talent Committee determination of the final level of payout for such awards and the certification of 2024 fiscal year results by CTS’ independent auditor. These awards may not be reflected in other descriptions of earned 2024 compensation because the award payouts are not made until the first quarter of the subsequent year. |

  79. 2024 Option Exercises and Stock Vested

    | (2) Gross value prior to withholding. |

  80. 2024 Option Exercises and Stock Vested

    | (3) Mr. Trivedi joined the Company, effective April 29, 2024, and had no vesting or exercise events in 2024. |

  81. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Change-in-Control Severance Agreements. CTS has entered into change-in-control severance agreements with Messrs. O’Sullivan, Agrawal and D’Angelo. Under these agreements, a change-in-control is defined generally as: (1) the acquisition by any person of 25% or more of CTS’ voting stock, subject to certain exceptions; (2) the incumbent board members ceasing to constitute a majority of the Board, unless their successors are approved in the manner set forth in the change-of-control severance agreements; (3) a reorganization, merger, consolidation, or sale of all or substantially all of CTS’ assets, subject to certain exceptions; or (4) the approval by the shareholders of a complete liquidation or dissolution of CTS, subject to certain exceptions. A named executive officer who has entered into a change-in-control severance agreement is entitled to severance compensation if, within three years after a change-in-control, the named executive officer terminates his or her employment following the occurrence of certain events (which we refer to as “good reason” events) or his or her employment is terminated

  82. Potential Payments Upon Termination or Change-in-Control

    | 42 | CTS 2025 Proxy Statement |

  83. Potential Payments Upon Termination or Change-in-Control

    by CTS or its successor for any reason other than cause, disability (as defined in the change-in-control severance agreements) or death. Good reason is defined generally as: (1) the failure to maintain the named executive officer in his or her office or position or an equivalent or better office or position; (2) a significant adverse change in the nature or scope of the named executive officer’s authorities, powers, functions, responsibilities or duties; (3) a reduction in the aggregate of the named executive officer’s base and incentive pay or certain adverse changes in employee benefits; (4) the named executive officer’s good faith determination that, as a result of a change in circumstances following the change-in-control, he or she is unable to carry out, or is substantially hindered in, or has suffered a substantial reduction in the authorities, powers, functions, responsibilities or duties he or she had prior to the change-in-control; (5) a successor entity’s failure to assume all obligations of CTS under the change-in-control severance agreement; (6) CTS or its successor moves the named executive officer’s principal work location by more than 35 miles or requires him or her to travel at least 20% more; (7) CTS or its successor commits any material breach of the change-in-control severance agreement; or (8) CTS’ common stock ceases to be publicly traded or listed on the New York Stock Exchange. Cause is defined generally as: (a) being convicted of a crime involving fraud, embezzlement or theft in connection with work duties or responsibilities; (b) intentionally and wrongfully damaging CTS property; (c) intentionally and wrongfully disclosing CTS’ confidential information; or (d) intentionally and wrongfully competing with CTS without CTS’ consent, subject to certain exceptions. If the change-in-control severance agreement is triggered, the severance compensation to which the named executive officer is entitled includes: (1) a lump sum payment equal to two times the sum of the greater of the executive’s base salary at the time of the change-in-control or his average base salary over the three years prior to termination, plus the greater of his average cash incentive pay over the three years prior to the change-in-control and his target cash incentive pay for the year in which the change-in-control occurred; (2) continued availability of medical and dental benefits for 24 months following termination at the executive’s expense, with CTS reimbursing the executive for the portion of the premium in excess of the active employee share for such coverage (or certain economically comparable benefits), provided that the obligation to provide these benefits will be reduced to the extent medical and dental benefits are provided by another employer; (3) reimbursement of up to $30,000 for outplacement services; and (4) only in the case of Mr. O’Sullivan, in consideration of the non-compete provision contained in his change-in-control severance agreement, a lump sum payment equal to one times the sum of the greater of his base salary at the time of the change-in-control or his average base salary over the three years prior to termination plus the greater of his average cash incentive pay over the three years prior to the change-in-control and his target cash incentive pay for the year in which the change-in-control occurred. In addition, if any payments made to the named executive officer would be subject to excise tax under the “golden parachute” rules of Sections 280G and 4999 of the Internal Revenue Code, those payments will be reduced so that no portion will exceed the “excess parachute payment” threshold that would trigger the excise tax. Payment of severance compensation under the change-in-control severance agreements will be reduced to the extent of any corresponding payments under any other agreement. To the extent that a named executive officer receives severance benefits under the change-in-control severance agreement, the named executive officer may not, without the consent of CTS, for a period of one year following his termination date, participate in the management of any business which engages in substantial and direct competition with CTS or its successor, as further described in the change-in-control severance agreements. In addition, for the period beginning on the date of separation from service and ending on the fourth anniversary of the applicable change-in-control, the named executive officer may not solicit any corporate employee to leave employment with CTS or any of its subsidiaries, may not hire or engage any person who was employed with CTS or any of its subsidiaries and may not assist any organization with whom the named executive officer is associated in taking such actions. The named executive officer is generally entitled to be reimbursed by CTS for legal fees incurred to enforce his rights under the change-in-control severance agreement. Equity Awards. The award agreements governing outstanding equity awards granted to our named executive officers provide that, in the event of a change-in-control, outstanding service-based RSUs and performance-based RSUs will vest in full if either (1) the successor or surviving company does not assume, substitute or continue the awards in the manner described in the award agreements or (2) within 24 months after the change-in-control, the named executive officer’s employment is terminated by CTS (or its successor) without cause (as defined in the named executive officer’s change-in-control severance agreement) or the named executive officer terminates employment for good reason (generally as described above with respect to the change-in-control severance agreements). For performance-based RSUs, vesting in such circumstances would be based on the greater of target performance and actual performance measured through the date of the change-in-control as determined by the Compensation and Talent Committee.

  84. Potential Payments Upon Termination or Change-in-Control

    | CTS 2025 Proxy Statement | 43 |

  85. Change-in-Control Severance Table

    | Named Executive Officer | Severance: Based on Base Salary & Incentive Pay ($) | Welfare Benefits Equivalent ($) | Perquisites: Outplacement ($) | Accelerated Vesting & Lapse of Restriction On Equity Awards ($) | 280G Reduction ($) | Total ($) | | Kieran M. O’Sullivan | 5,300,400 | 54,350 | 30,000 | 8,058,567 | — | 13,443,318 | | Ashish Agrawal | 1,482,290 | 51,055 | 30,000 | 2,428,955 | — | 3,992,300 | | Scott L. D’Angelo | 1,284,890 | 54,350 | 30,000 | 1,842,650 | (224,955) | 2,986,934 | | Martin Baumeister | 868,899 | 27,175 | 15,000 | 1,416,907 | — | 2,327,982 | | Pratik Trivedi | 771,287 | 8,894 | 15,000 | 474,834 | — | 1,270,014 |

  86. CEO Pay Ratio

    CEO Pay Ratio For the 2024 fiscal year, the ratio of the annual total compensation of Mr. O’Sullivan, our Chief Executive Officer (“CEO Compensation”), to the median of the annual total compensation of all of our employees other than our Chief Executive Officer (“Median Annual Compensation”) was approximately 293 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. In this summary, we refer to the employee who received such Median Annual Compensation as the “Median Employee”. In accordance with Item 402(u) of Regulation S-K, in calculating our CEO pay ratio for 2024, the date used to identify the Median Employee was December 31, 2024 (the “Determination Date”).

  87. CEO Pay Ratio

    | 46 | CTS 2025 Proxy Statement |

  88. CEO Pay Ratio

    As discussed above, Mr. O’Sullivan served as our Chief Executive Officer during the entire 2024 fiscal year. CEO Compensation for purposes of this disclosure is $4,188,526 which is the total compensation reported for Mr. O’Sullivan in the Fiscal 2024 Summary Compensation Table included in this Proxy Statement. For purposes of this disclosure, Median Annual Compensation was $14,311 in 2024, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2024 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K. In determining the U.S. Dollar value of the Median Annual Compensation for the Median Employee, we have used an average annual exchange rate for 2024. To identify the Median Employee, we first determined our employee population as of the Determination Date. We had 3,684 employees, representing all full-time, part-time, seasonal and temporary employees of the Company and its consolidated subsidiaries as of the Determination Date of which 469 were based in the United States. We excluded a total of 31 employees, representing .8% of the total, based in small offices in Singapore (11), Japan (7), Switzerland (6), the United Kingdom (4) and Germany (3), yielding a total number of 3,653 employees. We then measured recurring cash compensation (for example, base salary or wages, overtime and shift differential pay) for the twelve-month period ending on the Determination Date, and annualized each result for permanent employees, while avoiding creating full-time equivalencies. We did not make any cost-of-living adjustments in calculating compensation for the Median Employee. As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, CTS sets named executive officer pay based on a number of factors including a competitive market analysis, individual performance and responsibility and targets a significant proportion of executive compensation as performance-based. The pay ratio and Median Annual Compensation disclosed above reflect that a substantial percentage of CTS’ employees are engaged in manufacturing in “best cost” countries and CTS pays a competitive wage in those locations aimed at attracting and retaining qualified employees using local benchmarks. The pay ratio between disparate locations and functions is not considered a relevant factor and does not inform individual compensation decisions. The pay ratio may vary significantly over time, as a large percentage of the Chief Executive Officer’s compensation is performance-based while our Median Employee’s compensation is primarily based on an hourly wage and does not reflect company performance. The assumptions used in the calculation of our estimated pay ratio are specific to our Company and our employee population; therefore, our pay ratio may not be comparable to the pay ratios of other companies, including the companies in our compensation comparator group.

  89. CEO Pay Ratio

    | CTS 2025 Proxy Statement | 47 |

  90. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure

  91. Pay Versus Performance

    Pay Versus Performance In accordance with SEC rules, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (the “Other NEOs”) and certain Company performance for each of the fisc a l years listed below. The Compensation and Talent Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  92. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 1 ($) | Compensation Actually Paid to PEO 1,2,3 ($) | Average Summary Compensation Table Total for Other NEOs 1 ($) | Average Compensation Actually Paid to Other NEOs 1,2,3 ($) | Value of Initial Fixed $100 Investment based on: 4 | | Net Income ($ Millions) | Adjusted Diluted EPS 5 ($) | | | | | | | Total Shareholder Return (“TSR”) ($) | Peer Group TSR ($) | | | | 2024 | 4,188,526 | 4,844,807 | 1,132,995 | 1,272,861 | 179.76 | 199.61 | 58.1 | 2.17 | | 2023 | 3,199,406 | 3,252,016 | 780,611 | 545,509 | 148.63 | 151.67 | 60.5 | 2.22 | | 2022 | 4,176,016 | 6,735,773 | 1,027,985 | 1,482,635 | 133.47 | 122.19 | 59.6 | 2.46 | | 2021 | 3,944,440 | 5,734,073 | 1,108,408 | 1,440,330 | 123.80 | 148.92 | (41.9) | 1.93 | | 2020 | 2,500,797 | 2,383,328 | 800,401 | 140,234 | 115.20 | 123.08 | 34.7 | 1.12 |

  93. Pay Versus Performance

    | 1. | Kieran O’Sullivan was our PEO for each year presented. The individuals comprising the Other NEOs for each year presented are listed below. |

  94. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Ashish Agrawal | Ashish Agrawal | Ashish Agrawal | Ashish Agrawal | Ashish Agrawal | | Luis Machado | Scott D’Angelo | Scott D’Angelo | Scott D’Angelo | Scott D’Angelo | | | | Martin Baumeister | Martin Baumeister | Martin Baumeister | | | | Michael Murray | Michael Murray | Pratik Trivedi |

  95. Pay Versus Performance

    | 2. | The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and may not necessarily reflect compensation actually earned, realized, or received by the Company’s PEO and the Other NEOs. These amounts instead reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  96. Pay Versus Performance

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. Please note that, while similar adjustment information was provided in the Company’s 2024 proxy statement for 2023 and 2023 proxy statement for 2020, 2021, 2022, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because it is not material to our stockholders’ understanding of the information reported in the Pay Versus Performance table above for 2024 or the relationship disclosures provided below. |

  97. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 4,188,526 | (2,800,011) | 3,456,292 | 4,844,807 |

  98. Pay Versus Performance

    | 48 | CTS 2025 Proxy Statement |

  99. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Other NEOs ($) | Average Exclusion of Stock Awards for Other NEOs ($) | Average Inclusion of Equity Values for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($) | | 2024 | 1,132,995 | (644,979) | 784,845 | 1,272,861 |

  100. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables :

  101. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | 3,529,697 | (245,142) | 171,737 | — | 3,456,292 |

  102. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Other NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Other NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Other NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Other NEOs ($) | Total - Average Inclusion of Equity Values for Other NEOs ($) | | 2024 | 798,399 | (37,860) | 24,306 | — | 784,845 |

  103. Pay Versus Performance

    | 4. | The Peer Group TSR set forth in this table utilizes the Dow Jones Electrical Components & Equipment Industry Group (“DJUSEC”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the DJUSEC, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  104. Pay Versus Performance

    | 5. | We determined adjusted fully diluted net earnings per share (“Adjusted Diluted EPS”) to be the most important financial performance measure used to link Company performance for 2024 to Compensation Actually Paid to our PEO and Other NEOs in 2024. More information on Adjusted Diluted EPS can be found at page 29 of the Compensation Discussion and Analysis section and in the Appendix to this Proxy Statement. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  105. Pay Versus Performance

    | CTS 2025 Proxy Statement | 49 |

  106. Pay Versus Performance

    Description of Relationship Between PEO and Average Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”), and Between Company TSR and Peer Group TSR The following chart sets forth the relationship between (1) each of Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Other NEOs, and (2) the Company’s cumulative TSR over the five most recently completed fiscal years, and also compares our cumulative TSR over the five most recently completed fiscal years to that of the DJUSEC over the same period.

  107. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income 1 The following chart sets forth the relationship between (1) each of Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Other NEOs, and (2) our GAAP Net Income during the five most recently completed fiscal years.

  108. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

    | 1 | The Company’s negative Net Income in 2021 was driven by non-cash charges of $96.6 million, net of taxes relating to the termination of the Company’s U.S. pension plan. |

  109. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

    | 50 | CTS 2025 Proxy Statement |

  110. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted Diluted EPS

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted Diluted EPS The following chart sets forth the relationship between (1) each of Compensation Actually Paid to our PEO and the average of Compensation Actually Paid to our Other NEOs, and (2) our Adjusted Diluted EPS during the five most recently completed fiscal years.

  111. 2024 Director Compensation

    2024 Director Compensation

  112. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | | Donna M. Costello | 90,000 | 140,952 | 230,952 | | Amy M. Dodrill | 62,636 | 269,103(2) | 331,739 | | William S. Johnson | 90,000 | 140,952 | 230,952 | | Randy L Stone | 70,000 | 140,952 | 210,952 | | Robert A. Profusek | 105,000 | 140,952 | 245,952 | | Alfonso G. Zulueta | 70,000 | 140,952 | 210,952 |

  113. 2024 Director Compensation

    | (1) On November 7, 2024, 2,400 RSUs were granted to each then-serving non-management director based on a stock-based compensation target of $140,000 per non-management director. The number of RSUs granted was calculated by dividing the $140,000 stock-based compensation target by the $58.73 closing price of CTS’ common stock on the date of the grant and rounding the result to the next hundred. Further, see footnote two below for information about the grant of RSUs made to Ms. Dodrill on February 8, 2024. The dollar amounts reported in this column represent the grant date fair value of such awards as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, equal to the number of units granted multiplied by the $58.73 closing price of CTS’ common stock on the date of the grant. These grants generally vest on the first anniversary of the grant date and will be distributed upon vesting absent a deferral election by the director. Aside from the 2,400 RSUs held by each non-management director, and the 2,900 RSUs held by Ms. Dodrill (described in footnote two below), the non-management directors had no option awards or other unvested awards outstanding at 2024 fiscal year-end. Ms. Dodrill’s cash compensation was prorated based on her appointment on February 8, 2024. |

  114. 2024 Director Compensation

    | (2) The amount reflected in this column for Ms. Dodrill includes two grants of RSUs. On February 8, 2024, in conjunction with her appointment to the Board, Ms. Dodrill was granted 2,900 RSUs based on a stock-based compensation target of $140,000 per non-management director, the amount of which was prorated to $125,464 to coincide with the timing of her appointment to the Board. The number of RSUs granted was calculated by dividing the $125,464 stock-based compensation target by the $44.19 closing price of CTS’ common stock on the date of the grant and rounding the result to the next hundred. The dollar amount reported in this column for Ms. Dodrill’s February 8, 2024 RSU grant represents the grant date fair value of such award as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, equal to the number of units awarded multiplied by the $44.19 closing price of CTS’ common stock on the date of the grant. The amount reflected in this column for Ms. Dodrill also includes the 2,400 RSUs awarded to all board members as described in footnote one above. |

  115. 2024 Director Compensation

    Director Compensation. Employee directors receive no compensation for serving on the Board or Committees of the Board. Compensation for non-management directors is determined by the Board based on recommendations by the Compensation and Talent Committee. The Compensation and Talent Committee periodically consults with their independent compensation consultant in order to recommend compensation levels for non-management directors to the Board. In doing so, the Compensation and Talent Committee designs its non-management director compensation program to be competitive with similarly situated companies with whom we compete for non-management director talent, and the Compensation and Talent Committee references in particular total compensation at the fiftieth percentile of the compensation for non-management directors at similarly situated companies. For purposes of 2024 compensation decisions, this analysis was based on market survey data provided by Exequity, the Compensation and Talent Committee’s independent compensation consultant. CTS reimburses directors for reasonable travel expenses related to their performance of services and for director education programs. Director compensation is divided into two components: a cash component and a stock-based component.

  116. 2024 Director Compensation

    | 52 | CTS 2025 Proxy Statement |

  117. 2024 Director Compensation

    Each non-management director is entitled to receive a base annual cash retainer at the rate of $70,000 in cash for 2024 service (which amount is unchanged from 2023). In addition to the base annual retainer, for 2024 service, the Lead Independent Director retainer is $20,000 per year, the Audit Committee Chair and Compensation and Talent Committee Chair retainer is $20,000 per year each, and the Nominating, Governance and Sustainability Committee and Technology and Transactions Committee Chair retainer is $15,000 per year each (which amounts are again unchanged from 2023). The Board has established an annual stock-based compensation target for each non-management director that may be amended from time to time. The annual stock-based compensation for the November 2023 grant was targeted at $140,000 per non-management director, and the November 2024 grant was targeted at $140,000 (unchanged from the prior year) per non-management director, with the number of shares rounded to the next hundred. Since 2005, the stock-based compensation target compensation has been paid with grants of RSUs. The RSUs generally vest after one year. The grants provide directors with the opportunity to defer distribution of some or all of the RSUs until separation from service with the Board, a date certain or a series of dates according to a schedule. Non-management directors do not receive dividends or other earnings on deferred RSUs. CTS does not currently have a retirement plan for non-management directors. In 1990, CTS adopted the Stock Retirement Plan for Non-Employee Directors. Under that plan, a deferred common stock unit account was established for each non-management director. Through January 2004, 800 common stock units and additional units representing dividends on CTS common stock paid were credited annually to each non-management director’s account. When a director retires from the Board, he or she receives one share of CTS common stock for each deferred common stock unit credited to his or her account. On December 1, 2004, the Board amended the plan to terminate the crediting of additional units to the deferred common stock unit accounts. If applicable, the number of deferred common stock units credited to a director’s account is shown in the Directors’ and Officers’ Stock Ownership table.

  118. 2024 Director Compensation

    | CTS 2025 Proxy Statement | 53 |

  119. 2024 Director Compensation

    Proposal 3: Ratification of Appointment of Grant Thornton LLP as Independent Auditor for 2025 Grant Thornton LLP has served as CTS’ independent auditor since June 2005 and has been appointed by the Audit Committee to continue as CTS’ independent auditor for 2025. In the event that ratification of the appointment of Grant Thornton LLP as independent auditor for 2025 is not approved by the shareholders at the Annual Meeting, the Board will review the Audit Committee’s future selection of independent auditors. During the Annual Meeting, representatives of Grant Thornton LLP will be available to respond to appropriate questions and will be afforded an opportunity to make such statements as they desire.

  120. 2024 Director Compensation

    | ✓ | The Board of Directors unanimously recommends a vote FOR ratification of the appointment of Grant Thornton LLP as independent auditor for 2025. |

  121. 2024 Director Compensation

    | 54 | CTS 2025 Proxy Statement |

  122. 2024 Director Compensation

    Report of the Audit Committee The Audit Committee acts pursuant to its written charter adopted by the Board, a copy of which can be found in the governance section of the Company’s website at https://investors.ctscorp.com. All members of the Audit Committee are financially literate and independent as defined in the NYSE Corporate Governance Listing Standards. The Audit Committee has reviewed and discussed with CTS management and Grant Thornton LLP, CTS’ independent auditor, the audited consolidated financial statements of the Company for 2024; has discussed with the independent auditor the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; has received from the independent auditor the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence; and has discussed with the independent auditor its independence. Based on the review and discussions described above, the Audit Committee recommended to the Board that the audited financial statements be included in CTS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for filing with the SEC. CTS Corporation 2024 Audit Committee

  123. 2024 Director Compensation

    | Donna M. Costello, Chair | | William S. Johnson Alfonso G. Zulueta |