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CTS CORP

For the period ended Apr 2, 2026. Filed Apr 2, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 2, 2026 · Filed Apr 2, 2026

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CTS$57.87+1.7%Stored close · as of Nov 6, 2026
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Contents

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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 Shareholders1
Proposal 1: Election of Directors2
Committees of the Board of Directors13
Audit Committee13
Compensation and Talent Committee14
Nominating, Governance and Sustainability Committee15
Technology and Transactions Committee16
Further Information Concerning the Board of Directors17
Attendance17
Director Independence17
Review and Approval of Transactions with Related Persons17
Meetings of Non-Management Directors17
Board Leadership Structure17
Board of Directors’ Role in Risk Oversight18
Director Education19
Stock Ownership Guidelines for Executives and Directors19
Director Resignation Policy20
Code of Ethics20
Communications to Directors20
Stock Ownership Information21
Five Percent Stockholders21
Directors’ and Officers’ Stock Ownership22
Proposal 2: Approval, on an Advisory Basis, of the Compensation of CTS’ Named Executive Officers23
Compensation Committee Report39
CTS Corporation 2025 Compensation and Talent Committee39
Executive Compensation40
2025 Summary Compensation Table40
2025 Grants of Plan-Based Awards41
Outstanding Equity Awards at 2025 Fiscal Year-End42
2025 Option Exercises and Stock Vested43
Potential Payments Upon Termination or Change-in-Control43
Change-in-Control Severance Table45
Executive Severance Policy45
CEO Pay Ratio47
Pay Versus Performance Disclosure49
2025 Director Compensation53
Proposal 3: Ratification of Appointment of Grant Thornton LLP as Independent Auditor for 202655
Report of the Audit Committee56
CTS Corporation 2025 Audit Committee56
Independent Auditor56
Frequently Asked Questions About The 2026 Annual Meeting of Shareholders and Voting58
AppendixA-1
Compensation Discussion and Analysis24
Executive Summary24
Compensation Objectives25
Competitive Market Pay Information26
How 2025 Named Executive Officer Compensation was Determined27
Key Elements of 2025 Named Executive Officer Compensation28
Agreements and Other Arrangements with Named Executive Officers36
CTS Securities Hedging/Pledging Policy36
Insider Trading Policy36
Clawback Policy36
2025 Accounting Restatement and Application of Clawback Policy37
ContentsView on SEC.gov

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