DEF 14A of CTS Corp, Apr 2, 2026

DEF 14A of CTS Corp

Filed Apr 2, 2026 · FY20250001193125-26-140010

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 | 52 | 2021 | | 1 | Chair | | | | | Amy M. Dodrill | 53 | 2024 | | 1 | | | | | | William S. Johnson | 69 | 2015 | | — | | Chair | | | | Kimberly B. MacKay | 60 | 2025 | | — | | | | | | Kieran M. O’Sullivan* | 63 | 2013 | | 1 | | | | | | Robert A. Profusek+ | 75 | 1998 | | 2 | | | Chair | | | Randy L. Stone | 59 | 2023 | | 1 | | | | Chair | | Alfonso G. Zulueta | 63 | 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, 2025 |

  4. Director Nominees

    Board Composition Kimberly B. MacKay was appointed to the Board in November 2025 following a search process overseen by the Board’s Nominating, Governance and Sustainability Committee with the assistance of an independent search firm. Information about Ms. MacKay’s experience and qualifications can be found in this Proxy Statement. 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.

  5. Director Nominees

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

  6. Board Skills, Qualifications, Experience and Demographics

    Board Skills, Qualifications, Experience and Demographics

  7. Board Skills, Qualifications, Experience and Demographics

    | Summary of Director Skills, Qualifications and Experience | Donna M. Costello | Amy M. Dodrill | William S. Johnson | Kimberly B. MacKay | 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 | 5 | 2 | 11 | 1 | 13 | 28 | 3 | 8 | | Demographics | | | | | | | | | | Race/Ethnicity | | | | | | | | | | African American | | | | | | | | | | Asian/Pacific Islander | | | | | | | | | | Hispanic/Latino | | | | | | | | | | LGBTQ+ | | | | | | | | | | Native American | | | | | | | | | | White/Caucasian | | | | | | | | | | Gender | | | | | | | | | | Male | | | | | | | | | | Female | | | | | | | | |

  8. Board Skills, Qualifications, Experience and Demographics

    | | 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 | | Age: 52 Director since: 2021 | |

  9. 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, 2025. 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.

  10. Board Skills, Qualifications, Experience and Demographics

    | | 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 | | Age: 53 Director since: 2024 | |

  11. Board Skills, Qualifications, Experience and Demographics

    | | 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 | | Age: 68 Director since: 2015 | |

  12. Board Skills, Qualifications, Experience and Demographics

    | | Kimberly B. MacKay Professional Experience: Ms. MacKay served as Senior Vice President, General Counsel and Corporate Secretary of West Pharmaceutical Services, Inc. (NYSE: WST), a leading provider of innovative, high-quality injectable solutions and services from 2020 to 2025. At West Pharmaceuticals, Ms. MacKay led the legal, compliance, data privacy, regulatory, sustainability, enterprise risk, business continuity, real estate and facilities services, and safety functions. Prior to joining West Pharmaceuticals, she served as the Senior Vice President, General Counsel and Corporate Secretary of The Segal Group, a privately held firm specializing in employee benefits and investment consulting, from 2019 to 2020. From 2003 to 2019, Ms. MacKay served in roles of increasing responsibility at Novartis (NYSE: NVS), including Head, U.S. Legal for Novartis Business Services, Deputy Compliance Officer for Novartis Pharmaceuticals Corporation and Lead Counsel for a large business unit. Prior to Novartis, Ms. MacKay practiced securities law at two large public companies and a law firm. Ms. MacKay currently serves as Vice-Chair of the board of the Community Foundation of New Jersey, a non-profit supporting critical needs across New Jersey, and a member of the Compliance, Audit and Risk Committee for BAYADA Home Health Care, a national health care provider. The Board believes that Ms. MacKay’s experience as General Counsel and Corporate Secretary of a publicly traded company, coupled with her extensive risk management and regulatory compliance expertise from navigating highly regulated industries, makes her well-qualified to serve as a director. Committee Assignments: • Nominating, Governance and Sustainability • Technology and Transactions Skills and Experience Highlights: • Corporate Governance/Ethics • Executive Experience • Financial Expertise/Literacy • International Business • Leadership and Strategy • Legal/Regulatory • Risk Management • Strategic Planning/Oversight | | Age: 60 Director since: 2025 | |

  13. Board Skills, Qualifications, Experience and Demographics

    | | 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 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 | | Age: 63 Director since: 2013 | |

  14. Board Skills, Qualifications, Experience and Demographics

    | | Robert A. Profusek Professional Experience: Mr. Profusek is a partner with Jones Day, a global law firm, where he serves as Global Chair of M&A. Joining Jones Day in 1975, Mr. Profusek has been recognized as one of the world’s leading M&A and corporate governance lawyers. He has worked on hundreds of mergers, acquisitions and restructurings and has advised many boards and director committees on sensitive corporate governance matters. Mr. Profusek has served as an independent director of five public companies, presently serves as 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 its Lead Independent Director, Chair of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee. He served as a member of the Board of Directors of Valero Energy from 2005 to 2025 and its Lead Independent Director from 2015 to 2025. Mr. Profusek was included in the Wall Street Journal’s inaugural listing of the “Top 250 Corporate Directors” last year. 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 • International Business • Leadership and Strategy • Legal/Regulatory • Mergers and Acquisitions • Public Company Board Experience • Risk Management • Strategic Planning/Oversight | | Age: 75 Director since: 1998 | |

  15. Board Skills, Qualifications, Experience and Demographics

    | | 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. Mr. Stone presently serves as a member of the board of directors of Ansell Corporation (ASX: ANN), a leading Australian-based global manufacturer of personal protective equipment (PPE), specializing in advanced, high-performance gloves, protective clothing, and safety solutions for healthcare and industrial sectors. 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 (Chair) 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 | | Age: 59 Director since: 2023 | |

  16. Board Skills, Qualifications, Experience and Demographics

    | | Alfonso G. Zulueta Professional Experience: Mr. Zulueta currently serves as CEO of CZ Ventures LLC, which invests in early-stage startups and established practices throughout a range of fields. Mr. Zulueta spent more than 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 | | Age: 63 Director since: 2018 | |

  17. Board Skills, Qualifications, Experience and Demographics

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

  18. Board Skills, Qualifications, Experience and Demographics

    | Audit Committee | | The Audit Committee is a standing committee of the Board. Directors Costello, Johnson and Zulueta are the current members of the Audit Committee and each is financially literate and meets the independence standards applicable to audit committee members under the NYSE Corporate Governance Listing Standards, as well as the CTS Corporation Corporate Governance Guidelines and the Audit Committee Charter. Ms. Costello is the current Chair of the Audit Committee. The Board has determined that Ms. Costello and Mr. Johnson each qualify as an audit committee financial expert under the criteria set forth in Item 407(d)(5)(ii) of Regulation S-K. The Audit Committee held eight meetings in 2025. A copy of the Audit Committee Charter can be found in the governance section of the Company’s website at https://investors.ctscorp.com. The Audit Committee is responsible for appointing the independent auditor, approving engagement fees and non-audit engagements and reviewing the independence and quality of the independent auditor. The Audit Committee reviews audit plans, audit reports, systems of internal accounting controls, audit results and recommendations of the independent auditor and the internal audit department. The Audit Committee also reviews and discusses with management CTS’ financial statements, earnings releases and earnings guidance. In addition, the Audit Committee reviews CTS’ annual enterprise risk assessment as well as the Company’s compliance with public-company regulatory requirements and its Code of Ethics. While our Board has the ultimate oversight responsibility for the risk management process, the Audit Committee is responsible for oversight of our cybersecurity strategy and risks. | | 3 | committee members | | | 8 | meetings in 2025 | |

  19. 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 referenced total compensation at the fiftieth percentile of the compensation for similar positions at similarly situated companies. For purposes of 2025 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. The following comparator group of companies was used for 2025 named executive officer compensation:

  20. Competitive Market Pay Information

    | Badger Meter, Inc. | GenTex Corporation | Mercury Systems, Inc. | | Bel Fuse Inc. | Gentherm, Inc. | Methode Electronics, Inc. | | Diodes Incorporated | Kimball Electronics, Inc. | PAR Technology Corp. | | Dorman Products, Inc. | Knowles Corporation | Silicon Laboratories Inc. | | ESCO Technologies, Inc. | LittleFuse, Inc. | Stoneridge, Inc. | | Fabrinet | Materion Corp. | Vishay Precision Group, Inc. | | FARO Technologies | | |

  21. Competitive Market Pay Information

    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. Where appropriate, the comparator group information is size adjusted to account for significant variations in the size of comparator companies versus the Company.

  22. 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. |

  23. How 2025 Named Executive Officer Compensation was Determined

    How 2025 Named Executive Officer Compensation was Determined Mr. O’Sullivan recommended a total 2025 compensation package to the Compensation and Talent Committee for each of Messrs. Agrawal, Trivedi and D’Angelo 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 2025-2027 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. Pacioni and recommending the package to the Compensation and Talent Committee for approval when he joined CTS on June 23, 2025. At its February 2025 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, Trivedi and D’Angelo. 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 2025 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. Pacioni when he joined the company on June 23, 2025.

  24. Key Elements of 2025 Named Executive Officer Compensation

    The targets for the adjusted operating earnings, sales and controllable working capital as a percentage of annual sales which were approved by the Compensation and Talent Committee for purposes of the Supplemental MIP Goals, were designed to incentivize Mr. Trivedi to achieve the goals applicable to his area of the business in 2025. 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 Mr. Trivedi and events expected to occur in 2025, 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 Mr. 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 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 three years (2023-2025), payouts under the MIP for named executive officers on Company MIP Goals averaged 114% of target, and payouts based on the goals applicable to Mr. Trivedi (2023-2025) averaged 74% of target. How 2025 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. The target award opportunities, which were based on base salary and unchanged from the prior year for Messrs. O’Sullivan, Agrawal and D’Angelo were 100%, 65% and 60% respectively. Mr. Pacioni’s target award opportunity was 55%, and was newly established for him when he joined CTS. For purposes of the 2025 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. Trivedi’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, Pacioni and D’Angelo, and weighted at 20%. The Supplemental MIP Goals were weighted 50% for the adjusted operating earnings goal, 30% for the goal and 20% for the controllable working capital as a percentage of annual sales goal. Each Supplemental MIP Goal was 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 2025, regarding the Company MIP Goals, the minimum threshold for Adjusted EPS was $2.06, the target was $2.29 and the maximum was $2.56. 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 17.20%, the target was 19% and the maximum was 16.2%. Actual results are shown in the table below.

  25. Key Elements of 2025 Named Executive Officer Compensation

    | | 2025 Management Incentive Plan Performance Goals at Target | | | | | | 2025 Management Incentive Plan Performance Results(1) | | | | | | | Named Executive Officer | 2025 End of Year Base Salary Rate ($) | 2025 Annual Target Award (% of Base Salary) | Adjusted EPS ($) | Sales (Ms) ($) | Controllable Working Capital (%) | MIP Awards at Target ($) | Adjusted EPS ($) | Sales (Ms) ($) | Controllable Working Capital (%) | Annual Supplemental MIP Incentive Earned (%) | 2025 Annual Incentive Earned (%) | 2025 Annual Incentive Paid ($) | | Kieran M. O’ Sullivan | 865,280 | 100% | $2.29 | $550 | 19% | 865,280 | $2.26 | $541.3 | 17.2 | — | 112.8% | $975,780 | | Ashish Agrawal | 456,500 | 65% | $2.29 | $550 | 19% | 296,725 | $2.26 | $541.3 | 17.2 | — | 112.8% | $334,650 | | Pratik Trivedi | 393,750 | 55% | $2.29 | $550 | 19% | 216,563(2) | $2.26 | $541.3 | 17.2 | 120.3% | 118.8% | $258,479 | | Mark Pacioni(3) | 375,000 | 55% | $2.29 | $550 | 19% | 206,250 | $2.26 | $541.3 | 17.2 | — | 112.8% | $122,348 | | Scott L. D’ Angelo(4) | 415,000 | 60% | $2.29 | $550 | 19% | 249,000 | $2.26 | $541.3 | 17.2 | — | 112.8% | $0 |

  26. Key Elements of 2025 Named Executive Officer Compensation

    | Results of 2023-2025 Performance Restricted Stock Unit Plan | | | | | | | | | 2023-2025 Performance RSU Plan Metrics | 50% | 100% | 150% | 200% | Actual | Performance% | Weighted Payout as a % of Target | | Three-Year Sales Growth | 10% | 15% | 18% | 21% | 0% | 0% | 0% | | Three-Year Operating Cash Flow (in Millions) | $225 | $275 | $300 | $325 | $289 | 128% | 51.3% | | Three-Year Relative Total Shareholder Modifier | — | — | — | — | 44% | 0% | 0% | | Total Weighted Payout as a % of Target | | | | | | | 51.3% |

  27. Key Elements of 2025 Named Executive Officer Compensation

    The target RSU award opportunities for Messrs. O’Sullivan, Agrawal and D’Angelo were 34,314, 11,015, and 4,466 respectively. As a result of the Company’s three-year performance based on the metrics noted above, Messrs. O’Sullivan and Agrawal received the following awards of shares under the 2023-2025 Performance Restricted Stock Unit Plan:

  28. Key Elements of 2025 Named Executive Officer Compensation

    | Awards under the 2023-2025 Performance Restricted Stock Unit Plan | | | | | Named Executive Officer | Award at Target | Actual Results as % of Target | Payout (#)(1) | | Kieran M. O’Sullivan | 34,314 | 51.3% | 16,873 | | Ashish Agrawal | 11,015 | 51.3% | 4,310 | | Scott L. D’Angelo(2) | — | — | — |

  29. Key Elements of 2025 Named Executive Officer Compensation

    (1) Awards under the 2023-2025 Performance Restricted Stock Unit Plan were paid in 2026. (2) Mr. D’Angelo resigned from CTS effective April 4, 2025 and was not eligible for a payout. Messrs. Trivedi and Pacioni commenced employment with the Company on April 29, 2024 and June 23, 2025, respectively, and therefore were not eligible to receive a payout under the 2023-2025 Performance Restricted Stock Unit Plan. Other Three-year Performance Restricted Stock Unit Plans. In each of February 2024 and 2025, the Compensation and Talent Committee established a new three-year performance-based equity compensation program for the 2024-2026 and 2025-2027 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 performance is above the 75th percentile) or decreases (if performance is below the 25th percentile) results by 20% depending on performance (in all cases payout is capped at 200%). 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 2024-2026 and 2025-2027 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 2026 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 2024-2026 Performance Restricted Stock Unit Plan are: Mr. O’Sullivan, 38,019, Mr. Agrawal, 8,793, Mr. Trivedi, 2,949, and Mr. D’Angelo, 6,813. The target RSU award opportunities under the 2025-2027 Performance Restricted Stock Unit Plan are: Mr. O’Sullivan, 36,570, Mr. Agrawal, 8,445, Mr. Trivedi, 3,753, Mr. Pacioni, 7,000, and Mr. D’Angelo, 7,318. Mr. D’Angelo resigned from the Company effective April 4, 2025 and as a result he forfeited each award. 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, Trivedi, Pacioni and D’Angelo in 2025. The Compensation and Talent Committee granted the awards to Messrs. Agrawal, Trivedi, Pacioni and D’Angelo 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 2025 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 2025 grant was determined based on a review of 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 2025 are reported in the 2025 Summary Compensation Table and the 2025 Grants of Plan-Based Awards Table.

  30. Key Elements of 2025 Named Executive Officer Compensation

    Defined Contribution Plan. Substantially all U.S.-based CTS employees are eligible to participate in the CTS Corporation Retirement Savings Plan, referred to as the CTS 401(k) Plan. Effective as of January 1, 2022, CTS amended the 401(k) Plan to provide each eligible employee with a 6% contribution each pay period and additional potential contributions, regardless of whether the employee is contributing to the 401(k) Plan, subject to limitations under the Internal Revenue Code. All the named executive officers participate in the 401(k) Plan. Other Compensation. CTS provides a limited set of perquisites and other compensation to attract, retain and motivate eligible named executive officers. For 2025, Messrs. O’Sullivan, Agrawal, Trivedi, Pacioni and D’Angelo were eligible to receive reimbursements for tax preparation services, financial planning services and an annual executive physical. The reimbursements for tax preparation services and financial planning services are capped at $2,500 and $5,000, respectively. The reimbursement for executive physicals is capped at $2,000 for each of Messrs. O’Sullivan, Agrawal, Trivedi, Pacioni and D’Angelo and their respective spouses. The footnotes to the 2025 Summary Compensation Table delineate the various perquisites named executive officers received for 2025. Mr. Trivedi received $13,520 to reimburse him for certain relocation costs in 2025 including airfare, short-term housing and moving expenses in conjunction with his move to commence employment with the Company. Mr. D’Angelo was no longer eligible to receive perquisites and other compensation upon his resignation effective April 4, 2025. Health and Welfare Benefits. Named executive officers are also eligible to participate in a standard set of health and welfare benefits, including medical insurance, dental insurance, vision insurance, life insurance, accidental death and dismemberment insurance, disability insurance, dependent life insurance, an employee assistance plan and health care and dependent care reimbursement accounts. The same terms of participation that apply to salaried employees generally govern the participation of named executive officers in these benefits. 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, Trivedi and Pacioni, 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.

  31. 2025 Accounting Restatement and Application of Clawback Policy

    2025 Accounting Restatement and Application of Clawback Policy Correction in Financial Statements. On July 29, 2024, CTS acquired 100% of the outstanding membership interests of SyQwest, LLC (“SyQwest”), a leading designer and manufacturer of a broad set of sonar and acoustic sensing solutions primarily for naval applications. In connection with the preparation of our financial statements for the first quarter of 2025, CTS identified immaterial prior-period errors in the consolidated financial statements related to the acquisition of SyQwest as well as the foreign currency impact on certain long-term debt payments. The errors were due to errors with the calculation of revenue and cost of goods sold both prior to and subsequent to the acquisition date. CTS assessed the materiality of these errors on prior-period consolidated financial statements and concluded that these error corrections were material to the first quarter of 2025, but were not material to any previously presented consolidated financial statements. Accordingly, CTS corrected the previously reported immaterial errors for the year ended December 31, 2024 in its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026 through what is commonly called a "little r" restatement (the “Accounting Restatement”). For purposes of the Accounting Restatement, April 14, 2025 is the date on which CTS concluded that it was required to prepare the Accounting Restatement. Application of Clawback Policy. The Accounting Restatement required a recovery analysis regarding incentive-based compensation received by the Company’s current and former Section 16 officers (“Covered Officers”) during 2023 and 2024 pursuant to the Clawback Policy (as well as Section 303A.14 of the NYSE Listed Company Manual, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act. The Clawback Policy applies to certain erroneously awarded incentive-based compensation (as described in the Clawback Policy) received based on the purported attainment of financial performance measures during the three completed fiscal years immediately preceding the date as of which the Company is required to prepare the Accounting Restatement and received on or after October 2, 2023 (the effective date of the Clawback Policy). Incentive-based compensation received prior to October 2, 2023 is not subject to recovery under the Clawback Policy. For purposes of the Clawback Policy, incentive-based compensation is “received” in the fiscal year during which the financial reporting measure specified for the incentive-based compensation is attained, even if the payment or grant of the incentive-based compensation occurs after the end of that year. Implications for MIP Award Payouts. Numerous financial performance measures were used to determine payouts under the MIP awards for 2022, 2023 and 2024. Payouts under the 2022 MIP awards were not subject to recovery under the Clawback Policy, however, because such payouts were received prior to October 2, 2023 (the effective date of the Clawback Policy). Applicable financial performance measures under the MIP included: (1) for 2023, adjusted earnings per share and CTS’ annual sales (as well as (A) adjusted operating earnings and controllable working capital as a percentage of annual sales for the sensors and mechatronics area of CTS’ business and (B) operating earnings, sales and controllable working capital as a percentage of annual sales for the advanced materials and solutions area of CTS’ business); and (2) for 2024, adjusted earnings per share, CTS’ annual sales and controllable working capital as a percentage of annual sales (as well as (A) adjusted operating earnings, total booked business and controllable working capital as a percentage of annual sales for the sensors and mechatronics area of CTS’ business, and (B) adjusted operating earnings, sales and controllable working capital as a percentage of annual sales for the advanced materials and solutions area of CTS’ business). The Compensation and Talent Committee determined that none of the financial performance measures (or any other applicable performance measures) in effect for the MIP awards for 2023 and 2024 included any impact from or were affected by SyQwest or its financial statements. As a result, none of the MIP awards for 2022, 2023 or 2024 is subject to potential recovery under the Clawback Policy regarding the Accounting Restatement. Implications for Performance-Based Equity Compensation Program (“LTI Program”) Payouts. Numerous financial performance measures were used to determine payouts under the applicable LTI Program awards for 2022, 2023 and 2024. Payouts under the 2020-2022 Performance-Restricted Stock Unit Plan were not subject to recovery under the Clawback Policy, however, because such payouts were received prior to October 2, 2023 (the effective date of the Clawback Policy). Applicable financial performance measures under the LTI Program awards included: (1) for 2023 (under the 2021-2023 Performance Restricted Stock Unit Plan), sales growth (weighted 40%), operating cash flow (weighted 35%) and relative total shareholder return (weighted 25%); and (2) for 2024, (A) under the 2022-2024 Performance Restricted Stock Unit Plan, sales growth (weighted 35%), operating cash flow (weighted 30%) and relative total shareholder return (weighted 35%); and (B) under the Focus 2025 Performance Restricted Stock Unit Plan, revenue (weighted 100%). The Compensation and Talent Committee determined that none of the financial performance measures (or any other applicable performance measures) in effect for the 2021-2023 Performance Restricted Stock Unit Plan included any impact from or were affected by SyQwest or its financial statements. Finally, there were no payouts under the Focus 2025 Performance Restricted Stock Unit Plan. As a result, none of the LTI Program awards for 2022 or 2023, or under the Focus 2025 Performance Restricted Stock Unit Plan, are subject to potential recovery under the Clawback Policy regarding the Accounting Restatement. Relative TSR Measure Under 2022-2024 Performance Restricted Stock Unit Plan. The Company’s Chief Executive Officer and Chief Financial Officer analyzed and determined a reasonable estimate of the impact of the Accounting Restatement on the 2022-2024 Performance Restricted Stock Unit Plan payouts to help inform the Compensation and Talent Committee whether there was any erroneously awarded compensation under the 2022-2024 Performance Restricted Stock Unit Plan awards and payouts. These officers analyzed the misstated and corrected financial information and determined that none of such award payouts are subject to potential recovery under the Clawback Policy regarding the Accounting Restatement. The Company’s analysis was not intended to be an exhaustive analysis of the applicable stock price movements, but to conform to the Dodd-Frank Act clawback requirement that the amount of recoverable compensation (if any) must be based on a reasonable estimate of the effect of the Accounting Restatement on the total shareholder return upon which the incentive-based compensation in question was received. Accordingly, the Company concluded that the Accounting Restatement would not trigger a clawback of the 2022-2024 Performance Restricted Stock Unit Plan awards, as the Company’s relative TSR achievement and resulting payouts remain unchanged under corrected financial statements. Based on its review and evaluation of the Company’s analysis, the Compensation and Talent Committee determined there was no erroneously awarded compensation to Covered Officers under the 2022-2024 Performance Restricted Stock Unit Plan awards (or under any other applicable LTI Program awards) as a result of the Accounting Restatement.

  32. Compensation Committee Report

    | 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 | 2025 | 856,320 | — | 2,900,049 | 975,780 | 26,750 | 4,758,899 | | Chairman, President and | 2024 | 823,385 | — | 2,800,011 | 540,380 | 24,750 | 4,188,526 | | Chief Executive Officer | 2023 | 775,385 | — | 2,400,021 | — | 24,000 | 3,199,406 | | Ashish Agrawal | 2025 | 450,690 | — | 675,085 | 334,650 | 26,000 | 1,486,425 | | Vice President and | 2024 | 430,301 | — | 875,897 | 183,562 | 22,558 | 1,512,318 | | Chief Financial Officer | 2023 | 400,887 | — | 612,981 | — | 21,936 | 1,035,804 | | Pratik Trivedi | 2025 | 388,702 | — | 299,990 | 258,479 | 35,270 | 982,441 | | Senior Vice President, Chief Operating Officer | 2024 | 245,192 | — | 458,084 | 45,564 | 37,495 | 786,335 | | Mark Pacioni(5) | 2025 | 187,500 | — | 478,500 | 122,348 | 11,250 | 799,598 | | Vice President, Chief Legal and | | | | | | | | | Administrative Officer and Corporate Secretary | | | | | | | | | Scott L. D’Angelo(6) | 2025 | 136,287 | — | 585,112 | — | 16,046 | 737,445 | | Former Vice President, Chief Legal and | 2024 | 390,958 | — | 734,954 | 147,725 | 20,250 | 1,293,887 | | Administrative Officer and Corporate Secretary | 2023 | 349,538 | — | 455,038 | — | 20,500 | 825,076 |

  33. 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 and Agrawal and will enter into similar change-in-control agreements with Messrs. Trivedi and Pacioni. 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 “double-triggger” 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 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 “double-triggger” 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.

  34. Change-in-Control Severance Table

    | Named Executive Officer(1) | Severance: Based on Base Salary & Incentive Pay ($) | Welfare Benefits Equivalent ($) | Perquisites: Outplacement ($) | Accelerated Vesting & Lapse of Restriction On Equity Awards ($) | Total ($) | | Kieran M. O’Sullivan | 5,400,240 | 54,350 | 30,000 | 7,258,393 | 12,742,983 | | Ashish Agrawal | 1,525,777 | 51,054 | 30,000 | 1,838,823 | 3,445,654 | | Pratik Trivedi | 1,220,626 | 17,788 | 30,000 | 660,874 | 1,929,288 | | Mark Pacioni | 1,162,500 | — | 30,000 | 497,292 | 1,689,792 |

  35. 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 fiscal 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.

  36. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment based on:4 | | | | | Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1,2,3 ($) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs1,2,3 ($) | Total Shareholder Return (“TSR”) ($) | Peer Group TSR ($) | Net Income ($ Millions) | Adjusted Diluted EPS5 ($) | | 2025 | 4,758,899 | 2,566,610 | 1,001,477 | 372,549 | 127.35 | 236.57 | 63.64 | 2.14 | | 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 |

  37. 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.

  38. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Ashish Agrawal | Ashish Agrawal | Ashish Agrawal | Ashish Agrawal | Ashish Agrawal | | Scott D’Angelo | Scott D’Angelo | Scott D’Angelo | Scott D’Angelo | Pratik Trivedi | | | Martin Baumeister | Martin Baumeister | Martin Baumeister | Mark Pacioni | | | Michael Murray | Michael Murray | Pratik Trivedi | Scott D’Angelo |

  39. 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. 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 2025 proxy statement for 2024, 2024 proxy statement for 2023, and 2023 proxy statement for 2021 and 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 2025 or the relationship disclosures provided below.

  40. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 4,758,899 | (2,900,049) | 707,760 | 2,566,610 |

  41. 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 ($) | Average Compensation Actually Paid to Other NEOs ($) | | 2025 | 1,001,477 | (509,672) | (119,257) | 372,549 |

  42. 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:

  43. 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 ($) | | 2025 | 2,542,497 | (1,535,150) | 299,587 | — | 707,760 |

  44. 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 ($) | | 2025 | 332,888 | (137,848) | (39,296) | (275,000) | (119,257) |

  45. 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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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. 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 2025 to Compensation Actually Paid to our PEO and Other NEOs in 2025. More information on Adjusted Diluted EPS can be found in 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. 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. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income1 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. 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. 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. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Other NEOs for 2024 to Company performance. The measures in this table are not ranked.

  46. Pay Versus Performance

    | Adjusted Diluted EPS CTS Annual Sales CTS Three-Year Sales Growth CTS Three-Year Operating Cash Flow Adjusted Operating Earnings Three-Year Relative Total Shareholder Return Controllable Working Capital as a Percentage of Annual Sales |

  47. Pay Versus Performance

    # # #

  48. 2025 Director Compensation

    2025 Director Compensation

  49. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Donna M. Costello | 90,000 | 151,410 | 241,410 | | Amy M. Dodrill | 70,000 | 151,410 | 221,410 | | William S. Johnson | 90,000 | 151,410 | 241,410 | | Kimberly Banks MacKay | 10,842(2) | 151,410 | 162,252 | | Robert A. Profusek | 105,000 | 151,410 | 256,410 | | Randy L Stone | 79,725 | 151,410 | 231,135 | | Alfonso G. Zulueta | 70,000 | 151,410 | 221,410 |

  50. 2025 Director Compensation

    (1) On November 6, 2025, 3,500 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 $43.26 closing price of CTS’ common stock on the date of the grant and rounding the result to the next hundred. 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 $43.26 closing price of CTS’ common stock on the date of the grant. These grants 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 3,500 RSUs held by each non-management director, the non-management directors had no option awards or other unvested awards outstanding at 2025 fiscal year-end. (2) Ms. MacKay’s cash compensation was prorated based on her appointment on November 6, 2025. 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 2025 compensation decisions, this analysis was based on market survey data provided by Exequity, the Compensation and Talent Committee’s independent compensation consultant. CTS reimburses non-management 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. Each non-management director is entitled to receive a base annual cash retainer at the rate of $70,000 in cash for 2025 service (which amount is unchanged from 2024). In addition to the base annual retainer, for 2025 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 2024). 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 2024 grant was targeted at $140,000 per non-management director, and the November 2025 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 non-management 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.

  51. 2025 Director Compensation

    | ✓ | The Board of Directors unanimously recommends a vote FOR ratification of the appointment of Grant Thornton LLP as independent auditor for 2026. |

  52. 2025 Director Compensation

    Proposal 3: Ratification of Appointment of Grant Thornton LLP as Independent Auditor for 2026 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 2026. In the event that ratification of the appointment of Grant Thornton LLP as independent auditor for 2026 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. 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 2025; 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, 2025, for filing with the SEC. CTS Corporation 2025 Audit Committee

  53. 2025 Director Compensation

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

  54. 2025 Director Compensation

    Independent Auditor Grant Thornton LLP has served as CTS’ independent auditor since 2005. Grant Thornton LLP representatives plan to attend the Annual Meeting, make a statement if they desire to do so, and will be available to respond to appropriate questions from shareholders. The following table presents fees for professional audit and other services provided by Grant Thornton LLP to CTS for the years ended December 31, 2025 and December 31, 2024.

  55. 2025 Director Compensation

    | Year | Audit Fees | Audit-Related Fees | Tax Fees1 | All Other Fees2 | | 2025 | $1,463,121 | — | $47,835 | $22,713 | | 2024 | $1,284,659 | — | $50,727 | $24,409 |

  56. 2025 Director Compensation

    (1) Tax compliance fees related to certain of CTS’ subsidiaries. (2) Environmental agreed upon procedures and foreign social security contribution review. The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditor. The Audit Committee annually reviews audit and non-audit services proposed to be rendered by Grant Thornton LLP during the fiscal year. The Audit Committee has delegated authority to (1) the Audit Committee Chair to grant pre-approval of services by the independent auditor, provided that the Chair reports on any such pre-approval decisions at the next scheduled meeting of the Audit Committee, and (2) the Company to grant pre-approval of services by the independent auditor in an aggregate amount not to exceed $50,000 in one year, provided that the Company reports any such pre-approval decisions at the next scheduled meeting of the Audit Committee. All of the services rendered by Grant Thornton LLP were approved by the Audit Committee or were rendered pursuant to the de minimis exception established under the rules of the SEC. 2025 Annual Report on Form 10-K Upon receipt of the written request of a shareholder owning shares of CTS common stock on the Record Date addressed to the Corporate Secretary of CTS Corporation, 4925 Indiana Avenue, Lisle, Illinois 60532, CTS will provide to such shareholder, without charge, a copy of its 2025 Annual Report on Form 10-K, including the financial statements and financial statement schedule. You may also call investor relations at (630) 577-8800, email at shareholder.services@ctscorp.com, or obtain the report from the CTS website at https://investors.ctscorp.com. Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders to be held on May 14, 2026. This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available free of charge on our website at https://investors.ctscorp.com.

  57. 2025 Director Compensation

    | By Order of the Board of Directors, | | | | Mark Pacioni | | Corporate Secretary |

  58. 2025 Director Compensation

    Lisle, Illinois April 2, 2026 Frequently Asked Questions About the 2026 Annual Meeting of Shareholders and Voting The following is important information in a question and answer format regarding the Annual Meeting and voting.

  59. 2025 Director Compensation

    | Q: | Upon what may I vote? | | A:(1) | Election of director nominees to serve on the Board; | | (2) | Approval, on an advisory basis, of the compensation of CTS’ named executive officers; and | | (3) | Ratification of the appointment of Grant Thornton LLP as CTS’ independent auditor for 2026. | | Q: | How does the Board recommend that I vote? | | A: | The Board recommends that you vote: | | (1) | FOR each of the director nominees identified in this Proxy Statement; | | (2) | FOR approval, on an advisory basis, of the compensation of CTS’ named executive officers; and | | (3) | FOR ratification of the appointment of Grant Thornton LLP as CTS’ independent auditor for 2026. | | Q: | How will voting on any other business be conducted? | | A: | We are not aware of any other business to be brought before the shareholders at the Annual Meeting. However, if any other business is properly presented for shareholder consideration, your signed proxy card gives authority to Kieran M. O’Sullivan, Chairman, President and Chief Executive Officer and Mark R. Pacioni, Vice President, Chief Legal and Administrative Officer and Corporate Secretary, to vote on those matters at their discretion. | | Q: | How many votes are needed for approval of each proposal presented in this Proxy Statement? | | A: | Assuming that at least a majority of the shares of CTS common stock are represented at the Annual Meeting, either in person or by proxy: |

  60. 2025 Director Compensation

    | (1) | A director nominee will be elected as a director if he or she receives the affirmative vote of a majority of the votes cast in the election. An incumbent director nominee who does not receive the affirmative vote of a majority of the votes cast in the election is required promptly to tender his or her resignation to the Board, which resignation will be subject to the Board’s acceptance or rejection. Only votes cast will have an impact on the election of directors. Abstentions and broker non-votes are not treated as votes cast and, therefore, will have no impact on the election of directors; | | (2) | An affirmative vote of a majority of votes cast is necessary to approve, on an advisory basis, the compensation of CTS’ named executive officers, although such vote will not be binding on CTS. Abstentions and broker non-votes will have no impact on the outcome of this proposal; and | | (3) | The Audit Committee’s appointment of Grant Thornton LLP as CTS’ independent auditor for 2026 will be ratified if a majority of the votes cast support the appointment. Your broker or other nominee will be able to vote your shares with respect to this proposal without your instructions because the proposal to ratify the appointment of Grant Thornton LLP is considered “routine.” Abstentions will have no impact on the outcome of this proposal. | | Q: | Who is entitled to vote? | | A: | Shareholders of record at the close of business on March 20, 2026, which is referred to in this Proxy Statement as the Record Date, are entitled to vote at the Annual Meeting. As of the close of business on the Record Date, there were 28,649,987 shares of CTS common stock issued and outstanding. Every shareholder is entitled to one vote for each share of CTS common stock held on the Record Date. | | Q: | How do I vote? | | A: | Please follow the instructions on your Notice of Internet Availability of Proxy Materials to vote online or by telephone up until 11:59 p.m. Eastern Time on May 13, 2026. Of course, you may always vote in person at the meeting. You may revoke your proxy at any time before it is exercised by giving us written notice, sent to our principal executive offices, by submitting a duly executed proxy card to us bearing a later date or by giving notice to us at the Annual Meeting. | | Q: | Who is entitled to attend the Annual Meeting? | | A: | Attendance at the Annual Meeting will be limited to our shareholders as of the Record Date and to pre-approved guests of CTS. All shareholder guests must be pre-approved by CTS and will be limited to spouses, persons required for medical assistance and properly authorized representatives of our shareholders as of the Record Date. Additionally, if you are not the record holder of your shares, to attend the Annual Meeting you must first obtain a legal proxy form from your broker or other organization that holds your shares. Please contact your broker or organization for instructions regarding obtaining a legal proxy. If you do obtain a legal proxy and plan to attend the Annual Meeting, you will be required to present a valid form of identification. |

  61. 2025 Director Compensation

    | Below is a map reflecting the location of CTS’ Annual Meeting, which will be held at the Hotel Arista, located at 2139 City Gate Lane, Cyprus Room, 12th floor, Naperville, Illinois 60563. |

  62. 2025 Director Compensation

    | Q: | Who solicits proxies on behalf of the Board and how much will this proxy solicitation cost? | | A: | Broadridge, Inc. distributes proxy materials on CTS’ behalf and is compensated by CTS for mailing and distribution expenses. Proxies may also be solicited by executive officers of CTS, for which no additional compensation is paid. | | Q: | How can I receive paper or email copies of the proxy materials? | | A: | Shareholders wishing to receive paper or email copies of the proxy materials for the Annual Meeting and for future annual meetings of shareholders may request to receive proxy materials in printed form by mail, or electronically by email, by sending written requests to our principal executive offices located at CTS Corporation, Corporate Secretary, 4925 Indiana Avenue, Lisle, Illinois 60532, by calling (630) 577-8800 and leaving a message for our Corporate Secretary, by sending an email to shareholder.services@ctscorp.com in each case by April 30, 2026, or by following the directions on your proxy card. | | Q: | Will I receive more than one copy of the proxy materials if multiple shareholders share my address? | | A: | Unless we have received contrary instructions from one or more of the shareholders sharing your address, we will send only one set of proxy materials to your address. You may request a separate copy of proxy materials be sent to your address by sending a written request to our principal executive offices located at CTS Corporation, Corporate Secretary, 4925 Indiana Avenue, Lisle, Illinois 60532, by calling (630) 577-8800 and leaving a message for our Corporate Secretary, by sending an email to shareholder.services@ctscorp.com in each case by April 30, 2026, or by following the directions on your proxy card. Shareholders sharing an address who now receive multiple copies of the proxy materials may request delivery of a single set by calling us at the above number or writing to us at the above address. | | Q: | How may a shareholder nominate a candidate for election to the Board? | | A: | Director nominees for the 2027 Annual Meeting of Shareholders may be nominated by shareholders by sending a written notice to the corporate office to the attention of the Corporate Secretary for CTS. Pursuant to the CTS Bylaws, all nominations must be received no earlier than December 30, 2026 and no later than February 13, 2027. The notice of nomination is required to contain certain representations and information about the nominee, which are described in CTS’ Bylaws. Copies of the Bylaws may be obtained free of charge from CTS’ Corporate Secretary, or the governance section of the Company’s website at https://investors.ctscorp.com. | | | In addition to satisfying the requirements under our Bylaws set forth in the paragraph above and in the question-and-answer immediately below, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. | | Q: | When are shareholder proposals for the 2027 Annual Meeting of Shareholders due? | | A: | CTS’ advance notice Bylaw provisions require that in order to be presented at the 2027 Annual Meeting of Shareholders, any shareholder proposal, including the nomination of a candidate for director, must be in writing and mailed to the corporate office to the attention of the Corporate Secretary for CTS, and must be received no earlier than December 30, 2026 and no later than February 13, 2027. Certain information is required to be included with shareholder proposals, which is described in CTS’ Bylaws. Copies of the Bylaws may be obtained free of charge from CTS’ Corporate Secretary, or the governance section of the Company’s website at https://investors.ctscorp.com. To be included in our proxy materials relating to the 2027 Annual Meeting of Shareholders, shareholder proposals must be received by us on or before December 3, 2026 (or, if the date of the 2027 Annual Meeting of Shareholders is more than 30 days before or after the date of the 2026 Annual Meeting of Shareholders, a reasonable time before we begin to print and send our proxy materials). |

  63. 2025 Director Compensation

    APPENDIX Forward-Looking Statements/Non-GAAP Financial Measures This Proxy Statement contains statements regarding expectations of our performance or other matters that may affect our business, results of operations, or financial condition are, or may be deemed to be, “forward-looking statements” as defined by the “safe harbor” provisions in the Private Securities Litigation Reform Act of 1995. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included or incorporated in this document, including statements regarding our strategy, financial position, guidance, funding for continued operations, cash reserves, liquidity, projected costs, plans, projects, awards and contracts, and objectives of management, among others, are forward-looking statements. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “continued,” “project,” “plan,” “goals,” “opportunity,” “appeal,” “estimate,” “potential,” “predict,” “demonstrates,” “may,” “will,” “might,” “could,” “intend,” “shall,” “possible,” “would,” “approximately,” “likely,” “outlook,” “schedule,” “on track,” “poised,” “pipeline,” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of future performance, conditions or results. Forward-looking statements are based on management’s expectations, certain assumptions, and currently available information. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on various assumptions as to future events, the occurrence of which necessarily are subject to uncertainties. These forward-looking statements are made subject to certain risks, uncertainties, and other factors, which could cause CTS’ actual results, performance, or achievements to differ materially from those presented in the forward-looking statements. Examples of factors that may affect future operating results and financial condition include, but are not limited to: supply chain disruptions (including, but not limited to, the availability and cost of rare earth elements, minerals and metals); changes in the economy generally, including inflationary and/or recessionary conditions and increased tariffs, and in respect to the business in which CTS operates; unanticipated issues in integrating acquisitions; the funding of contracts by the U.S. Government; the results of actions to reposition CTS’ business; rapid technological change; general market conditions in the transportation, as well as conditions in the industrial, aerospace and defense, and medical markets; reliance on key customers; unanticipated public health crises, natural disasters or other events; environmental compliance and remediation expenses; the ability to protect CTS’ intellectual property; pricing pressures and demand for CTS’ products; risks associated with CTS’ international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks (including, without limitation, the impact of tariffs on China, Canada, Mexico, and other nations); the potential impact of U.S./China relations and the impact of the geopolitical conflicts may have on our business, results of operations and financial condition; write offs of goodwill on our balance sheet, the amount and timing of any share repurchases; and the effect of any cybersecurity incidents on our business. Many of these, and other risks and uncertainties, are discussed in further detail in Item 1A. of CTS’ most recent Annual Report on Form 10-K and other filings made with the SEC. CTS undertakes no obligation to publicly update CTS’ forward-looking statements to reflect new information or events or circumstances that arise after the date hereof, including market or industry changes. The information included in this Proxy Statement includes the non-GAAP financial measure of adjusted diluted EPS. CTS believes that adjusted diluted EPS provides useful information to investors regarding its operational performance because it enhances an investor’s overall understanding of CTS’ core financial performance and facilitates comparisons to historical results of operations, by excluding items that are not related directly to the underlying performance of CTS’ fundamental business operations or were not part of CTS’ business operations during a comparable period. In addition, CTS’ management uses this measure, as well as others, when assessing the performance of the business and for business planning purposes. This non-GAAP financial measure is intended to supplement, not replace, CTS’ presentation of its financial results in accordance with U.S. GAAP. References to our website or other publications are provided for convenience only. The information contained on our website or other publications, including our 2024 Sustainability Report, is not a part of this Proxy Statement or any of our other filings with the Securities and Exchange Commission

  64. 2025 Director Compensation

    | APPENDIX |

  65. 2025 Director Compensation

    Reconciliation of Diluted Earnings (Loss) Per Share to Adjusted Diluted Earnings Per Share

  66. 2025 Director Compensation

    | | Full Year | | | | | | 2025 | 2024 | 2023 | 2022 | | Diluted earnings (loss) per share | $2.19 | $1.80 | $1.92 | $1.85 | | Adjustments to reported diluted earnings (loss) per share: | | | | | | Restructuring charges | 0.05 | 0.15 | 0.22 | 0.06 | | Restructuring related charges | 0.02 | 0.02 | 0.02 | — | | Environmental charges | 0.18 | 0.05 | 0.11 | 0.09 | | Acquisition-related costs | (0.19) | (0.01) | 0.01 | 0.08 | | Inventory fair value step-up | — | 0.07 | — | 0.12 | | Non-cash pension expense | — | 0.01 | — | 0.15 | | Foreign currency loss (gain) | (0.04) | 0.09 | 0.06 | 0.15 | | Total pretax adjustments to reported net earnings (loss) | 0.03 | 0.38 | 0.42 | 0.65 | | Income tax effect of above adjustments | (0.02) | (0.07) | (0.07) | (0.05) | | Total adjustments, tax affected | 0.01 | 0.31 | 0.35 | 0.60 | | Tax adjustments: | | | | | | Increase in valuation allowances | — | — | — | — | | Other discrete tax items | 0.03 | 0.01 | (0.05) | — | | Total tax adjustments | 0.03 | 0.01 | (0.05) | 0.01 | | Adjusted net earnings per share | $2.23 | $2.12 | $2.22 | $2.46 |

  67. 2025 Director Compensation

    | A-2 CTS 2026 Proxy Statement |

  68. 2025 Director Compensation

    SCAN TO VIEW MATERIALS & VOTEw CTS CORPORATIONATTN: MARK PACIONI4925 INDIANA AVENUELISLE, IL 60532 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 13, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by11:59 p.m. Eastern Timeon May 13, 2026. Have your proxy card in hand when you call andthen follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. CTS CORPORATIONThe Board of Directors recommends a vote FOR each of the following nominees for director: 1.Election of Directors. Nominees:ForAgainstAbstain1a.Donna M. Costello!!! 1b.Amy M. Dodrill!!! 1c.William S. Johnson!!! 1d.Kimberly B. MacKay!!! 1e.Kieran M. O'Sullivan!!! 1f.Robert A. Profusek!!! 1g.Randy L. Stone!!! 1h.Alfonso G. Zulueta!!! V87490-P48235The Board of Directors recommends a vote FOR theForAgainstAbstainfollowing proposals: 2.Approval, on an advisory basis, of the compensation of !!! CTS' named executive officers. 3.Ratification of the appointment of Grant Thornton LLP !!! as CTS' independent auditor for 2026. NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. V87491-P48235 CTS CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 14, 2026. The undersigned, having received the Notice of Annual Meeting and Proxy Statement, hereby appoints Kieran M. O'Sullivan and Mark Pacioni as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse, all shares of Common Stock of CTS Corporation held of record by the undersigned on March 20, 2026 at the Annual Meeting of Shareholders originally convened on, Thursday, May 14, 2026 at the Hotel Arista, 2139 City Gate Lane, Cyprus Room, 12th floor, Naperville, Illinois 60563 at 9:30 a.m. Central Time, and at any adjournment thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side