CTS (CTS) Proxy Filing summary

Executive summary

• 2024 saw progress in diversification, with 51% of revenue from medical, industrial, and aerospace/defense markets, and a 243 basis point increase in adjusted gross margin from 2023.

• Acquisition of SyQwest, LLC expanded defense technology capabilities and product range.

• Medical market growth was driven by wins in ultrasound applications and a large therapeutic order; industrial sales declined slightly but recovered in H2 2024.

• Over $48 million was returned to shareholders via dividends and share repurchases in 2024.

Voting matters and shareholder proposals

• Shareholders will vote on: election of seven directors for one-year terms, advisory approval of executive compensation, and ratification of Grant Thornton LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• All directors except the Chair are independent; board is diverse in skills and backgrounds.

• Annual election of directors, majority voting standard, and director resignation policy in place.

• Exception to retirement age policy was made for one director due to experience.

• Four standing committees: Audit, Compensation and Talent, Nominating, Governance and Sustainability, and Technology and Transactions.

• Lead Independent Director presides over executive sessions and provides counterbalance to combined CEO/Chair role.

• Stock ownership guidelines for executives and directors promote alignment with shareholders.