Sector: Information Technology
CTS CORP · Meeting: May 14, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2021 (within 24-month new-director exemption window has passed but tenure covers less than the full 3-year period); no overboarding, full attendance, strong financial expertise as a former CFO; the 3-year TSR trigger does not fire because CTS's 3-year return of +10.1% underperforms the peer median by only 11.0 percentage points, below the 35-point threshold for a low-positive-TSR company, so no performance concern applies.
Director since 2024, well within the 24-month new-director exemption from the TSR trigger; no overboarding, full attendance, and brings relevant operational and medical-device industry experience.
Director since 2015 with long tenure; the 3-year peer-group TSR gap of -11.0 percentage points does not breach the 35-point threshold required for a low-positive-TSR company, and the 5-year TSR shows CTS outperforming peers by +43.8 percentage points, confirming no sustained underperformance; no overboarding and 100% attendance.
Director since November 2025, well within the 24-month new-director exemption from the TSR trigger; brings strong legal, regulatory, and risk-management expertise relevant to CTS's business.
CEO and Chairman since 2013; as an executive director he is subject to the same TSR trigger, but the 3-year peer-group gap of -11.0 percentage points does not breach the 35-point threshold for a low-positive-TSR company, and the 5-year TSR shows strong outperformance versus peers; he holds one outside public board seat, within the two-seat limit for sitting CEOs.
Director since 1998 with 28 years of tenure; the TSR trigger does not fire given the 3-year peer gap of only -11.0 percentage points (below the 35-point threshold), and the 5-year record shows strong peer outperformance; holds two public board seats (CTS and Kodiak Sciences), within the four-seat limit for non-executive directors; 100% attendance and well-qualified M&A and governance background.
Director since 2023; his tenure slightly exceeds 24 months but covers less than the full 3-year underperformance measurement period, and in any case the 3-year peer gap of -11.0 percentage points does not breach the 35-point threshold; 100% attendance and relevant industrial-sector operating experience.
Director since 2018; the 3-year peer-group TSR gap of -11.0 percentage points does not breach the 35-point threshold for a low-positive-TSR company, and the 5-year record shows strong outperformance versus peers; no overboarding (CTS plus one non-U.S. listed board), 100% attendance, and strong global medical-market experience.
All eight director nominees receive a FOR vote. CTS's 3-year stock return of +10.1% (low-positive tier) underperforms the company-disclosed compensation peer group median by only 11.0 percentage points, well below the 35-point threshold needed to trigger the TSR-based AGAINST vote. The 5-year TSR of +53.3% outperforms the peer median by +43.8 percentage points, confirming that recent results reflect a short-term trough rather than sustained underperformance. Two directors (Dodrill, MacKay) are exempt as new directors within 24 months. No overboarding, attendance, independence, or qualification concerns were identified across the slate.
CEO
Kieran M. O’Sullivan
Total Comp
$4,758,899
Prior Support
96%%
The CEO received total compensation of $4,758,899, which is reasonable for a Chairman/President/CEO of a $1.4 billion technology company, and prior Say-on-Pay votes have averaged 97% approval over five years, reflecting strong shareholder support with no engagement concern. The pay program is well-structured: the majority of pay is variable and at-risk through a mix of annual cash bonuses tied to adjusted earnings per share, sales, and working capital efficiency, plus multi-year performance stock awards tied to 3-year sales growth, operating cash flow, and relative total shareholder return (which actually reduced the 2023-2025 payout to 51.3% of target, showing the program works as intended). The company maintains a meaningful clawback policy consistent with Dodd-Frank requirements, and the annual incentive payout of 112.8% of target reflects actual performance that modestly exceeded plan goals, representing reasonable pay-for-performance alignment.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose auditor fee data or Grant Thornton's tenure in the sections provided, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; per policy, when tenure is not disclosed vote FOR and note the absence as a minor negative factor. Grant Thornton is a large national firm appropriate for a $1.4 billion public company, and no material financial restatement attributable to audit failure was identified (the small 'little r' restatement disclosed was driven by a revenue/COGS calculation error, not an audit failure).
The 2026 CTS annual meeting ballot contains three standard proposals: election of eight directors, an advisory vote on executive compensation, and ratification of Grant Thornton as auditor. All three receive a FOR vote determination — the director TSR trigger does not fire because CTS's 3-year peer underperformance of 11 percentage points is well below the 35-point policy threshold, executive compensation is well-structured with meaningful at-risk pay and strong shareholder approval history, and no auditor independence or fee-ratio concerns were identified.
19 companies disclosed in 2026 proxy filing
