Dear CTS Shareholder:

2022 Results

We achieved solid results in 2022, delivering double-digit sales growth in the face of economic uncertainties, geo-political challenges and supply chain pressures. Our focus on profitable growth, diversification through our advanced materials capability and electrification in mobility markets were key drivers of our success. Our full-year sales increased 14% to $586.9 million, with non-transportation revenues increasing 24%, up 13% organically from 2021, and transportation sales increasing 7%. We also delivered strong adjusted EBITDA margin expansion. GAAP earnings per diluted share was $1.85 in 2022, up from a loss of $(1.30) in 2021. Adjusted earnings per diluted share was $2.46 in 2022, up from $1.93 in 2021.

We remain focused on advancing our long-term growth strategy which centers on diversifying our end-market profile through expansion of our technologies, products, customers and geographic reach. This strategy enhances the value creation opportunity for our stakeholders, as well as the quality of our earnings. We made good progress on our diversification efforts in 2022, notably increasing non-transportation sales to approximately 48% of total 2022 sales. We further accelerated our diversification efforts in 2022 through the acquisition of TEWA Temperature Sensors Sp. Zo.o., a designer and manufacturer of high-quality temperature sensors headquartered in Lublin, Poland. TEWA complements our existing temperature sensing platform and the acquisition further supports our end-market diversification strategy by expanding our temperature sensing portfolio and presence in Europe. In addition, in 2022, we acquired Ferroperm Piezoceramics A/S, a company specializing in the design and manufacture of high performance piezoelectric ceramic components for use in complex and demanding medical, industrial and aerospace applications, located in Kvisgaard, Denmark. Ferroperm adds to our existing medical diagnostics and imaging product lines and further supports our end-market diversification strategy. Both acquired businesses are performing well and have further strengthened our ability to add new applications and improved our distribution offerings which have helped us continue to gain traction with our customers. Looking ahead, we will continue our focus on further diversification to grow non-transportation revenues at a faster pace, leveraging our balance sheet to pursue complementary M&A opportunities while continuing to strategically grow our transportation business and strengthen our product portfolio.

The move towards electric and hybrid vehicles, as well as increased sensor content with passive safety and future applications for our e-Brake^™ product, present tremendous opportunities for us. Smart actuators aside, the majority of our product portfolio is agnostic to the propulsion system, creating flexibility for us to meet the needs of our customers. In 2022, the global share of electrified automobiles grew to approximately 10-12% of global vehicle share. We expect this to accelerate to 15% or more by 2025 and above 30% by the end of the decade. With that backdrop, we are focused on achieving our goal of having 25% of our light vehicle revenue generated from electrified platforms by 2025 and our progress on that front continued as we added 27 electric vehicle platform wins in 2022.

We also continued our progress on ESG initiatives in 2022. At CTS, we understand that we have a responsibility to help shape not only a smarter future – but one that will be sustainable for future generations. This begins with making sustainable business choices across our own organization creating long-term value for our company, our stakeholders and the communities in which we do business. We have worked to bring these values to life in several ways, including with the CTS Cares platform, through which our employees across the globe participated in community activities and contributed more than 4,400 hours to community service projects and charitable causes in 2022. We are also proud to be issuing our inaugural ESG report highlighting our efforts in 2022.

With the full dedication and care of our leadership team and every CTS employee globally, we will continue to drive the company forward to deliver superior performance for our customers, shareholders and employees. I want to thank our valued customers, employees, shareholders, business partners and the Board of Directors for their support this past year.

2023 Annual Meeting of Shareholders

As we look to the future, you are cordially invited to attend the 2023 Annual Meeting of Shareholders of CTS Corporation. The meeting will be held on Thursday, May 11, 2023, at 9:30 a.m. central time, at the Hotel Arista, located at 2139 City Gate Lane, Naperville, Illinois 60563.

We are pleased to continue to take advantage of the Securities and Exchange Commission rules allowing us to furnish proxy materials to shareholders on the Internet. We believe that these rules provide you with proxy materials more quickly and reduce the environmental impact of our Annual Meeting. Accordingly, we are mailing to shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review our 2023 Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2022, and to vote online or by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting these materials on page 63 of this 2023 Proxy Statement.

We hope you will attend the meeting in person. Whether you plan to attend the meeting or not, we encourage you to read this 2023 Proxy Statement and to vote your shares. The vote of every shareholder is important.

		Kieran M. O’Sullivan Chairman, President and Chief Executive Officer

Table of Contents

Director Nominees

Proposal 1: Election of Directors

Board Composition and Commitment to Diversity

Randy L. Stone was appointed to the Board in February 2023 following a search process overseen by the Board’s Nominating, Governance and Sustainability Committee with the assistance of an independent search firm. Information about Mr. Stone’s experience and qualifications can be found on page 12 of this Proxy Statement.

Ye Jane Li decided not to stand for re-election to the Company’s Board of Directors at the Annual Meeting. Ms. Li’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. CTS thanks Ms. Li for her service and contributions to the Company during her time as a member of the Board of Directors and wishes her well in future endeavors.

CTS has benefitted from having a diverse Board of Directors who possess the experience necessary to provide the appropriate governance oversight and strategic direction for the Company. Prior to Ms. Li’s departure, over 40% of CTS’ directors were women and/or racially/ethnically diverse. CTS is actively engaged in a search for additional candidates to serve as members of its Board of Directors with the goal of adding directors of diverse backgrounds.

CTS’ Articles of Incorporation provide that the number of directors will be between three and fifteen, as fixed from time to time by the Board. Effective as of the Annual Meeting, the size of the Board will be reduced to six. Accordingly, there are six director nominees for election.

Detailed information on each director nominee is provided below. All directors are elected annually and serve one-year terms, or until their successors are elected and qualified.

Board Skills, Qualifications, Experience and Demographics

Nominees for the Board of Directors. Each director nominee named below is currently a director of CTS. The ages shown are as of March 31, 2023, the date of this Proxy Statement. Each director nominee has agreed to serve as a director if elected. If one or more of the nominees becomes unavailable for election, the remaining members of the Board will, in their sole discretion and pursuant to authority granted by the CTS Bylaws, nominate and vote for a replacement director or reduce the authorized number of directors.

Committees of the Board of Directors

Committee Membership

The Compensation and Talent Committee may delegate certain authority as provided for in its Charter. The Compensation and Talent Committee also administers the CTS Corporation 2018 Equity and Incentive Compensation Plan, including the annual equity awards thereunder and has delegated to management the oversight of those programs for participants who are not executive officers. In addition, the Compensation and Talent Committee reviews director compensation annually and makes recommendations regarding director compensation to the Board for approval. The Compensation and Talent Committee also periodically reviews and consults with the Company about its strategies, initiatives and programs with respect to talent management, which may include the Company’s culture, talent recruitment, development and retention, employee engagement and diversity, equity and inclusion initiatives and periodically informs the Board of such strategies, programs and initiatives.

The Compensation and Talent Committee may, from time to time, direct senior functionaries of the Company’s human resources department to research specific issues and make recommendations to the Compensation and Talent Committee. In addition, the Compensation and Talent Committee directly engaged Compensation Strategies, Inc. (“Compensation Strategies”) to serve as its independent compensation consultant until April 25, 2022. The Compensation and Talent Committee then directly engaged Exequity, LLP (“Exequity”) to serve as its independent compensation consultant. The Compensation and Talent Committee has assessed the independence of both Compensation Strategies and Exequity, as required under the NYSE Corporate Governance Listing Standards. The Compensation and Talent Committee has also considered and assessed all relevant factors, including those required by the Securities and Exchange Commission (“SEC”), that could give rise to a potential conflict of interest with respect to Compensation Strategies and Exequity. Based on these reviews, the Compensation and Talent Committee did not identify any conflict of interest raised by the work performed by Compensation Strategies or Exequity. For more information regarding the role of the Compensation and Talent Committee’s independent compensation consultant and our executive officers in determining or recommending the amount or form of executive compensation, see the Compensation Discussion and Analysis section of this Proxy Statement.

Compensation and Talent Committee Interlocks and Insider Participation. Directors Costello, Johnson, Profusek and Zulueta each served on the Compensation and Talent Committee during 2022. During 2022, no executive officer of CTS served as a director of any other entity for which any CTS director was an executive officer.

The Nominating, Governance and Sustainability Committee is also responsible for reviewing, evaluating and consulting with the Company regarding its environmental, social and governance policies and initiatives, and advising the Board regarding such initiatives. The Nominating, Governance and Sustainability Committee receives regular reports from management on the Company’s environmental, social and governance policies and initiatives.

CTS does not have a formal policy concerning whether the Nominating, Governance and Sustainability Committee will consider director nominees submitted by shareholders. CTS did not receive any shareholder director nominees for election at the Annual Meeting. At this time, the Board does not believe a formal policy regarding shareholder director nominees is necessary since CTS’ Bylaws provide a process for nomination of directors and no shareholder nominations for director have been received in past years.

The Nominating, Governance and Sustainability Committee reviews with the Board, on an annual basis, the requisite skills and director characteristics of any new members as well as the composition of the Board as a whole. This review includes an assessment of whether each non-management director qualifies as independent and an assessment of the diversity, age, skills and experience of the directors in the context of the needs of the Board. Although the Nominating, Governance and Sustainability Committee has not established any specific minimum criteria or qualifications that a candidate must possess, the Nominating, Governance and Sustainability Committee seeks a diverse selection of candidates who possess the experience necessary to make a valuable contribution to the Board. The Board does not have a formal diversity policy; it construes the notion of diversity broadly, considering differences in viewpoint, professional experience, education, skills, and other individual qualities, in addition to race, gender, national origin and other similar characteristics. The Board believes that its efforts to foster a diverse board have been effective; while all directors are skilled in business, a variety of points of view, educational backgrounds and experiences are represented on the Board. The Nominating, Governance and Sustainability Committee may retain and pay search firms for the purpose of identifying and evaluating director candidates.

Further Information Concerning the Board of Directors

Attendance

During 2022, the Board held five meetings and all of the directors attended at least 75% of the regular meetings of the Board and the standing committees of which they were then members, either in person, by telephone or by video conference. It is the policy of the Board that each director endeavor to attend each Annual Meeting of Shareholders, unless exigent circumstances arise. Each director standing for re-election at the 2022 Annual Meeting of Shareholders attended that meeting.

Director Independence

In addition to the NYSE Corporate Governance Listing Standards, the CTS Corporation Corporate Governance Guidelines govern the determination of whether a director is independent. A copy of the CTS Corporation Corporate Governance Guidelines can be found in the governance section of the Company’s website at https://investors.ctscorp.com.

The Board has determined that each non-management director that served in 2022 and each non-management director nominee is or was an independent director and has or had no material relationship with CTS, apart from his or her service as a director. For purposes of determining whether a director has a material relationship with CTS apart from his or her service as a director, the Board has determined that any transaction that is not required to be disclosed pursuant to Item 404(a) of Regulation S-K shall be deemed categorically immaterial.

Review and Approval of Transactions with Related Persons

CTS does not have a specific written policy regarding transactions with related persons. However, CTS does have written policies and procedures regarding conflicts of interest including those in its Code of Ethics. The CTS Corporation Corporate Governance Guidelines provide that the Nominating, Governance and Sustainability Committee shall review any transaction that might be construed to disqualify a director as independent (including any transactions that are required to be reported under Item 404(a) of Regulation S-K) and, if appropriate, make a recommendation that the Board approve such transaction. The Board would then review and, if appropriate, approve such transaction. The Nominating, Governance and Sustainability Committee Charter further provides that the Nominating, Governance and Sustainability Committee shall review any potential director conflict of interest and recommend appropriate action to the Board. CTS employees, including executive officers, are subject to the CTS Code of Ethics, which governs conflicts of interest. Generally, the Nominating, Governance and Sustainability Committee is responsible for reviewing and overseeing any related person transactions involving directors and the Audit Committee is responsible for reviewing and overseeing any related person transactions involving executive officers or other related persons other than directors.

Meetings of Non-Management Directors

It is the policy of the Board to hold an independent session excluding management directors at each regular Board meeting. In 2022, an independent session was held at each regular Board meeting. The Lead Independent Director of the Board presides over the independent sessions.

Board Leadership Structure

CTS does not have a policy as to whether the role of Chief Executive Officer and Chairman of the Board should be separate or combined, or whether the Chairman should be a management or non-management director. In the recent past, the Board has been structured with an independent or non-management director as Chairman and alternatively structured with a combined Chairman/Chief Executive or Executive Chairman and Chief Executive Officer. Currently, Mr. O’Sullivan serves as Chairman of

the Board, President and Chief Executive Officer and Mr. Profusek serves as Lead Independent Director. Mr. O’Sullivan is the only CTS director who is not independent. He does not receive any additional compensation for his service on the Board.

The Lead Independent Director is the leader of the independent directors, and leads all sessions of independent directors, which normally occur at the end of each regular Board meeting. A full description of his duties is as follows:

The General Counsel and Corporate Secretary’s Office provides support to the Lead Independent Director in fulfilling his role. The Lead Independent Director receives an annual retainer of $20,000 in addition to his ordinary director compensation, for the additional services the Lead Independent Director provides. The Board believes this leadership structure is effective, efficient, appropriate to CTS’ size and complexity and represents a cost-effective allocation of responsibilities.

Contrasting with the cost and efficiency benefits is the desire to ensure that control over both management and corporate governance is not overly invested in one person. The Board is confident that, as currently constituted, it will provide ample counterbalance to a combined Chairman and Chief Executive Officer and that it continues to provide suitable independent oversight of management. The independent directors on the Board are all accomplished professionals possessing substantial business and business-related experience as described in this Proxy Statement. Additionally, most have served on the Board for a number of years. As discussed above, the independent directors meet in separate session excluding management at each regular meeting of the Board. Further, any director has the right to submit items to be heard at any Board meeting. Lastly, the independent directors outnumber the one non-independent director, the combined Chairman and Chief Executive Officer, by a large supermajority.

Board of Directors’ Role in Risk Oversight

As a part of its oversight function, the Board monitors how management operates the Company. Risk is an important part of deliberations at the Board and committee levels throughout the year. Committees consider risks associated with their particular areas of responsibility. The Board conducts periodic reviews of corporate risk management policies and procedures and annually reviews risk assessments prepared by management as a part of CTS’ enterprise risk management process. The enterprise risk management process evaluates CTS’ major risk exposures and the steps management has taken to monitor and mitigate these exposures. Therefore, the Board and its committees consider among other items, the relevant risks to CTS when granting authority to management and approving business strategies. The Board has utilized this risk management structure for a number of years. Although the Board retains the right to make changes in risk oversight responsibilities from time-to-time, the

Board anticipates that the risk management responsibilities will continue in a substantially similar manner as described above, whether or not the Board’s leadership structure changes.

Director Education

The CTS Corporation Corporate Governance Guidelines encourage all directors to participate in director continuing education programs. CTS reimburses directors for attendance at such programs. In addition, management monitors and reports to the directors regarding significant corporate governance initiatives. The directors also receive a presentation on new developments in corporate governance at least annually.

Stock Ownership Guidelines for Executives and Directors

The Board has adopted stock ownership guidelines that apply to directors and executives to increase the alignment of their interests with those of our shareholders and promote enduring shareholder value. The guidelines are administered by the Compensation and Talent Committee, and as part of that process the Compensation and Talent Committee periodically reviews the guidelines and directors’ and executive officers’ progress against the requirements of the guidelines and recommends to the Board any changes that may be appropriate. The stock ownership levels included in the guidelines for our Chief Executive Officer, other executive officers and directors are as follows:

In each case, the share ownership guideline level will be recalculated whenever the Chief Executive Officer or other executive officer receives an increase in base salary or, in the case of directors, whenever the directors’ annual retainer is increased. In calculating compliance with the guidelines, each executive officer and director is credited with one share unit for (1) each share of the Company’s stock beneficially owned by such executive or director including shares of restricted stock; and (2) each restricted stock unit, directors’ deferred common stock unit and share subject to a stock option which such executive or director holds. CTS currently does not grant executive officers or directors stock options and none are outstanding. Both vested and non-vested shares of restricted stock and restricted stock units are included in calculating the total share units. Unvested performance equity awards and shares subject to non-vested stock options are not included in the calculation. Each director and executive officer has a period of six years from his or her initial election/appointment to attain the applicable share ownership level. The Compensation and Talent Committee or the Board, as applicable may, in its discretion, reduce future grants to any director or executive officer who does not comply with the restrictions on dispositions of shares as set forth in the stock ownership guidelines. A copy of the stock ownership guidelines can be found in the governance section of the Company’s website at https://investors.ctscorp.com.

Messrs. O’Sullivan and Agrawal hold shares in excess of the minimum requirements. Messrs. Murray and Baumeister became executive officers in August 2022 and commenced employment with the Company in 2018 and 2020 respectively, and currently do not hold shares in excess of the minimum requirement, but are within the initial six-year compliance period. Similarly, Mr. D’Angelo commenced employment with the Company in 2021 and currently does not hold shares in excess of the minimum requirement, but is within the initial six-year compliance period. All directors hold shares in excess of the minimum requirement with the exception of Ms. Li, Ms. Costello and Mr. Stone, who joined the Board in 2020, 2021 and 2023, respectively, and are within the initial six-year compliance period.

Director Resignation Policy

The CTS Corporation Corporate Governance Guidelines designate the circumstances under which a director must offer his or her resignation to the Board in connection with a change of employment or a failure to receive the required vote by the shareholders. The Guidelines also require that a director tender his or her resignation effective as of the next occurring Annual Meeting of Shareholders after the date on which he or she reaches the age of 75. The Nominating, Governance and Sustainability Committee may recommend to the full Board that an exception be made to this policy. The Board will evaluate the best interest of CTS and its shareholders and may consider any factors it deems relevant in deciding whether to accept a director’s resignation.

Code of Ethics

CTS has adopted a Code of Ethics that applies to all CTS employees, including the principal executive officer, the principal financial officer, the principal accounting officer and/or controller, and all other executive officers and non-management directors. The Code of Ethics includes ethical standards concerning conflicts of interest and potential conflicts of interest. The Code of Ethics also includes the Company’s policies prohibiting workplace harassment and discrimination, compliance with anti-corruption, antitrust and trade laws, policy against insider trading and stock tipping and requirements addressing the accurate and timely reporting of the Company’s financial information.

The Company, through a third-party provider, maintains an Ethics and Compliance Hotline which may be used to report violations of the Code of Ethics and other misconduct. Reports can be made over the phone or through the third-party provider’s website. The Ethics and Compliance Hotline is available 24/7, permits anonymous reporting and supports reports in applicable local languages. The Company holds annual training sessions on the Code of Ethics and other compliance-related topics.

The Audit Committee is responsible for reviewing compliance with the Code of Ethics and reviews any potential conflict of interest involving an executive officer. A copy of the Code of Ethics can be obtained free of charge from the Corporate Secretary upon request or found in the governance section of the Company’s website at https://investors.ctscorp.com.

Communications to Directors

Shareholders and other interested parties may address written communications to individual directors, including non-management directors, or to the Board, by writing to the Corporate Secretary at CTS’ principal executive offices located at 4925 Indiana Avenue, Lisle, Illinois 60532. All communications from shareholders must include the name and address of the shareholder as it appears on the record books of CTS and the name and address of the beneficial owner, if any, on whose behalf the communication is submitted. The Corporate Secretary will compile such communications and forward them to the directors on a periodic basis. However, the Corporate Secretary has authority to disregard any communication that is primarily an advertisement or solicitation or is threatening, obscene or similarly inappropriate in nature. Communications that have been disregarded for these reasons may be reviewed by any non-management director upon request.

ESG – 2022 Key Highlights

At CTS, our mission is to enable an intelligent and seamless world. We continually strive to fulfill our mission by being instrumental in helping our customers and their products shape the future, including by designing highly-engineered components that make our customers’ products smarter with effective and efficient technologies that allow systems to sense, connect, and move. We also understand that we have a responsibility to help shape not only a smarter future—but one that is more sustainable for future generations—and that making sustainable business choices creates long-term value for the Company, our stakeholders and the communities in which we do business.

We made meaningful progress on environmental, social and governance (“ESG”) initiatives in 2022, the details of which are described in our forthcoming 2022 ESG Report that we expect to publish in April 2023. Some of our key accomplishments include the following:

Stock Ownership Information

Five Percent Owners of CTS Common Stock

The table below lists information about the persons known by CTS to beneficially own at least 5% of the outstanding shares of CTS common stock as of December 31, 2022. There were 31,680,890 shares of CTS common stock issued and outstanding as of December 31, 2022. The shareholding information below is derived solely from the most recent Schedules 13F or 13G, and amendments thereto, filed with the SEC and the percentage ownership is based on the number of shares outstanding as reported herein and may vary from the percentage reported in the applicable Schedules 13F or 13G.

Directors’ and Officers’ Stock Ownership

The following table shows the number of shares of CTS common stock each named executive officer, director and director nominee beneficially owned as of March 22, 2023 (the “Record Date”), including shares of CTS common stock covered by restricted stock units exercisable within 60 days of March 22, 2023. Please note that, as reported in this table, beneficial ownership includes those shares of CTS common stock a director or officer has the power to vote or transfer, as well as shares of CTS common stock owned by immediate family members that reside in the same household with the director or officer.

Proposal 2: Approval, on an Advisory Basis, of the Compensation of CTS’ Named Executive Officers

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934 (“Exchange Act”), our Board of Directors is submitting a proposal asking shareholders to cast an advisory shareholder vote approving the compensation of CTS’ named executive officers (commonly referred to as a “Say-on-Pay” vote). The Compensation Discussion and Analysis section of this Proxy Statement describes CTS’ executive compensation program and the compensation decisions made by the Compensation and Talent Committee and the Board in 2022 with respect to our named executive officers. We currently hold a Say-on-Pay vote on an annual basis. Our next Say-on-Pay vote is expected to be held at the 2024 Annual Meeting of Shareholders.

CTS’ executive compensation program is designed to attract, retain and motivate high quality executive talent, to provide executives with strong incentives to maximize CTS’ performance, and to align executives’ interests with those of our shareholders. For these reasons, the Board is asking shareholders to vote FOR the following resolution:

“RESOLVED, that the compensation of the named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in the CTS 2023 Proxy Statement, is hereby approved.”

While the advisory vote we are asking you to cast is non-binding, the Compensation and Talent Committee and the Board value the views of our shareholders and expect to take into account the outcome of the vote when considering future compensation decisions for our named executive officers.

Proposal 3: Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes Regarding the Compensation of CTS’ Named Executive Officers

In Proposal 2 above, shareholders are being asked to cast a non-binding advisory vote with respect to the compensation of CTS’ named executive officers. This advisory vote is commonly referred to as a “Say-on-Pay” vote. In this Proposal 3, the Board is also, pursuant to Section 14A of the Exchange Act, asking shareholders to cast a non-binding advisory vote on how frequently Say-on-Pay votes should be held in the future. Shareholders are entitled to cast their votes on whether we should hold Say-on-Pay votes every one, two or three years. Alternatively, you may abstain from casting a vote. Our next Say-on-Pay frequency vote is expected to be held at the 2029 Annual Meeting of Shareholders.

This advisory vote is not binding on the Board. The Board believes at this time the existing annual Say-on-Pay voting frequency best serves the interests of shareholders. However, the Board acknowledges that there are a number of points of view regarding the relative benefits of annual and less frequent Say-on-Pay votes. Accordingly, the Board intends to hold Say-on-Pay votes in the future in accordance with the alternative that receives the most shareholder support.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides details about CTS’ compensation practices for its named executive officers. The information provided in this section should be read together with the tables and narratives that accompany the information presented.

The following executive officers are CTS’ named executive officers for 2022, as that term is defined by the SEC:

Executive Summary   Executive Compensation Goals. CTS’ executive compensation program is designed to attract, retain and motivate high-quality executive talent, to provide its executives with strong incentives to maximize CTS’ performance and to align executives’ interests with those of our shareholders. Our executive compensation structure consists of base salary, annual cash incentives, performance-based equity compensation, service-based equity compensation, health and welfare benefits, retirement benefits and limited perquisites. CTS believes that our executive compensation program provides the best means of attracting, retaining and motivating executives with the skills and experience necessary to achieve our business goals and maximize shareholder value.   Recent Governance Activity. We hold “Say-on-Pay” votes every year. At our 2022 Annual Meeting of Shareholders, we received over 98% approval, based on the total votes cast, for our advisory Say-on-Pay proposal to approve the compensation of our named executive officers. The Compensation and Talent Committee believes the voting results demonstrate significant continuing support for our overall executive pay program. After reviewing the 2022 Say-on-Pay vote results, the Compensation and Talent Committee did not make any changes as a direct result of the vote and decided to continue to apply the same general philosophy, compensation objectives and governing principles that it used in 2021 regarding named executive officer compensation decisions and policies. The Compensation and Talent Committee remains dedicated to aligning executive pay with Company performance both in the existing executive pay programs and the governance environment surrounding the overall program.

Kieran M. O’Sullivan, Chairman, President and Chief Executive Officer

Ashish Agrawal, Vice President and Chief Financial Officer

Scott L. D’Angelo, Vice President, General Counsel and Secretary

Martin Baumeister, Senior Vice President

Michael E. Murray, Senior Vice President

Inside This CD&A

Executive Summary

27

Compensation Objectives

28

Competitive Market Pay Information

29

How 2022 Named Executive Officer Compensation was Determined

30

Elements of 2022 Named Executive Officer Compensation

30

Agreements and Arrangements with Named Executive Officers

38

CTS Securities Hedging/Pledging Policy

39