Independent
Tenure on this board
5.3 yrs
Also a director at
Rogers Corp (ROG)
8 nominees · 3 ballot items.
Three proposals: (1) election of eight directors for one-year terms; (2) advisory approval (‘Say-on-Pay’) of the compensation of CTS’ named executive officers; and (3) ratification of Grant Thornton LLP as CTS’ independent auditor for 2026.
Election of eight director nominees to serve one-year terms (annual election).
Non-binding advisory (“Say-on-Pay”) vote to approve the company’s executive compensation as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory vote approving the disclosed compensation of CTS’ named executive officers (a Say-on-Pay vote). Management frames the program as designed to attract, retain and motivate executives while aligning their interests with shareholders through a mix of fixed base salary, annual performance-based cash incentives (the Management Incentive Plan or MIP), and multi-year performance-based and service-based restricted stock unit awards. The Compensation and Talent Committee uses market comparator data and an independent consultant to set target levels and determines award payouts based on pre-established financial and operational metrics (e.g., Adjusted EPS, sales, operating cash flow, controllable working capital and relative TSR modifiers for multi-year awards). The proposal is advisory and non-binding, but the Board and Compensation Committee state they will consider the vote outcome when setting future pay. The proxy discloses governance features intended to mitigate risk, including a clawback policy, anti-hedging/pledging rules, and pay mix skewed toward at-risk, performance-based compensation; it also documents historically strong shareholder support for Say-on-Pay (over 96% approval in 2025). The company discloses specific 2025 incentive outcomes and how metrics were applied, and discusses an accounting restatement related to a 2024 acquisition and the Compensation Committee’s review that concluded no recovery under the clawback policy was required. In recommending a FOR vote, the Board emphasizes alignment with strategy, retention, and performance incentives while noting the advisory nature of the vote and its commitment to consider shareholder feedback. Overall, an analyst should evaluate this proposal by assessing whether the disclosed performance metrics, target levels, payout curves, and governance safeguards meaningfully link pay to sustainable shareholder value and whether recent realized payouts comport with TSR and long-term performance.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as CTS’ independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.94% | 3,126,806 | $149M |
| 2 | WASATCH ADVISORS LP | 6.97% | 1,993,929 | $95M |
| 3 | EARNEST PARTNERS LLC | 6.00% | 1,715,216 | $82M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.33% | 1,239,194 | $59M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.24% | 1,212,895 | $58M |
| 6 | GAMCO INVESTORS, INC. ET AL | 4.19% | 1,198,765 | $57M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 4.08% | 1,165,679 | $56M |
| 8 | STATE STREET CORP | 4.03% | 1,151,080 | $55M |
| 9 | FIDUCIARY MANAGEMENT INC /WI/ | 3.65% | 1,042,452 | $50M |
| 10 | BROWN ADVISORY INC | 3.52% | 1,005,797 | $48M |
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