CTS CORP
For the period ended Apr 2, 2026. Filed Apr 2, 2026.
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Apr 2, 2026 · Filed Apr 2, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
CTS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Dear CTS Shareholder:
2025 Results
2025 was a year of continued progress for CTS as we further advanced our diversification strategy, improved the quality of our earnings, and generated strong cash flow. Despite mixed macroeconomic conditions, our teams executed well, delivering growth across our diversified end markets, continued margin expansion, and secured new business awards in transportation.
Revenue for 2025 was $541 million, an increase of 5% compared to 2024. Our medical, industrial, and aerospace & defense end markets grew 16% year over year and represented 57% of total company revenue, up from 51% in 2024.
Our industrial end market continued to recover, with sales of $140 million, up 12% year over year. Wins across EMC, industrial printing, temperature sensing, and energy efficient applications reflect the long-term opportunities supported by automation, connectivity, and efficiency trends.
Our medical end market delivered strong performance in 2025, with sales of $85 million, up 21% year over year, driven by continued momentum in therapeutic applications and medical ultrasound. Our precision sensors and transducers support enhanced imaging, minimally invasive procedures, and improved patient outcomes. We are proud that our products support solutions that help save lives.
In aerospace and defense, sales increased to $83 million, up 20% compared to 2024. We continued to execute our strategy to move from a component supplier to a provider of sensors, transducers, and sub systems, supported by the integration of SyQwest and new program awards across naval, RF, and sensing applications.
Transportation sales were $234 million, down 7% compared to 2024, reflecting softer market conditions. Despite these headwinds, we expanded our product portfolio and continued to grow our powertrain agnostic sensing and actuation offerings. Our total booked business of approximately $1 billion provides long-term visibility.
CTS generated $102 million in operating cash flow in 2025 and returned $62 million to shareholders through dividends and share repurchases, while maintaining a strong balance sheet and a disciplined capital allocation approach.
We commenced Evolution 2030, a strategy built on three core pillars—Growth, Operational Excellence, and Engagement—to position CTS for future profitable growth.
2026 Annual Meeting of Shareholders
As we look to the future, you are cordially invited to attend the 2026 Annual Meeting of Shareholders of CTS Corporation. The meeting will be held on Thursday, May 14, 2026, at 9:30 a.m. Central Time, at the Hotel Arista, located at 2139 City Gate Lane, Cyprus Room, 12th Floor, Naperville, Illinois 60563.
In accordance with the Securities and Exchange Commission rules, we are mailing to shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review our 2026 Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2025, and how to vote online or by telephone. Shareholders may request paper copies of these materials by following the instructions provided in the Notice.
Whether or not you plan to attend the Annual Meeting, we encourage you to review the proxy materials carefully and vote your shares. The vote of every shareholder is very important to us.
Kieran M. O’SullivanChairman, President and Chief Executive Officer
CTS 2026 Proxy Statement
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Table of Contents
| Notice of the 2026 Annual Meeting of Shareholders | 1 |
|---|---|
| Proposal 1: Election of Directors | 2 |
| Committees of the Board of Directors | 13 |
| Audit Committee | 13 |
| Compensation and Talent Committee | 14 |
| Nominating, Governance and Sustainability Committee | 15 |
| Technology and Transactions Committee | 16 |
| Further Information Concerning the Board of Directors | 17 |
| Attendance | 17 |
| Director Independence | 17 |
| Review and Approval of Transactions with Related Persons | 17 |
| Meetings of Non-Management Directors | 17 |
| Board Leadership Structure | 17 |
| Board of Directors’ Role in Risk Oversight | 18 |
| Director Education | 19 |
| Stock Ownership Guidelines for Executives and Directors | 19 |
| Director Resignation Policy | 20 |
| Code of Ethics | 20 |
| Communications to Directors | 20 |
| Stock Ownership Information | 21 |
| Five Percent Stockholders | 21 |
| Directors’ and Officers’ Stock Ownership | 22 |
| Proposal 2: Approval, on an Advisory Basis, of the Compensation of CTS’ Named Executive Officers | 23 |
| Compensation Committee Report | 39 |
|---|---|
| CTS Corporation 2025 Compensation and Talent Committee | 39 |
| Executive Compensation | 40 |
| 2025 Summary Compensation Table | 40 |
| 2025 Grants of Plan-Based Awards | 41 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 42 |
| 2025 Option Exercises and Stock Vested | 43 |
| Potential Payments Upon Termination or Change-in-Control | 43 |
| Change-in-Control Severance Table | 45 |
| Executive Severance Policy | 45 |
| CEO Pay Ratio | 47 |
| Pay Versus Performance Disclosure | 49 |
| 2025 Director Compensation | 53 |
| Proposal 3: Ratification of Appointment of Grant Thornton LLP as Independent Auditor for 2026 | 55 |
| Report of the Audit Committee | 56 |
| CTS Corporation 2025 Audit Committee | 56 |
| Independent Auditor | 56 |
| Frequently Asked Questions About The 2026 Annual Meeting of Shareholders and Voting | 58 |
| Appendix | A-1 |
| Compensation Discussion and Analysis | 24 |
|---|---|
| Executive Summary | 24 |
| Compensation Objectives | 25 |
| Competitive Market Pay Information | 26 |
| How 2025 Named Executive Officer Compensation was Determined | 27 |
| Key Elements of 2025 Named Executive Officer Compensation | 28 |
| Agreements and Other Arrangements with Named Executive Officers | 36 |
| CTS Securities Hedging/Pledging Policy | 36 |
| Insider Trading Policy | 36 |
| Clawback Policy | 36 |
| 2025 Accounting Restatement and Application of Clawback Policy | 37 |
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