Management Change/Compensation, Changes in Control (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 25, 2026, CTS Corporation ("CTS" or the "Company") announced that Kieran O'Sullivan, the Company's President and Chief Executive Officer ("CEO"), will be stepping down effective as of July 6, 2026 (the "Effective Date"). Mr. O'Sullivan will remain on the Board of Directors of the Company (the "Board") and has been appointed Executive Chairman, effective as of the Effective Date.

In connection with Mr. O'Sullivan's transition to Executive Chairman, the Board has appointed Pratik Trivedi as President and CEO of the Company effective as of the Effective Date. As a result of Mr. Trivedi's appointment to the Board, the number of directors on the Board will increase from eight to nine.

Mr. Trivedi, age 47, has served as the Company's Chief Operating Officer since December 2025. Mr. Trivedi initially joined CTS in April 2024 as Senior Vice President. Immediately prior to joining the Company, Mr. Trivedi served as Vice President, North America for the mobility business of Eaton Corporation plc, a global power management company, since 2017. Prior to that role, Mr. Trivedi served in several key roles with Cummins, Inc., another global power management company.

There are no arrangements or understandings between Mr. Trivedi and any person pursuant to which Mr. Trivedi was selected as an officer or director, and no family relationships exist between Mr. Trivedi and any director or executive officer of the Company. Mr. Trivedi is not a party to any transaction to which the Company is or was a participant and in which Mr. Trivedi has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

As compensation for serving as President and CEO, Mr. Trivedi will receive: base salary at the annual rate of $675,000; target annual cash incentive bonus of 100% of base salary (prorated for the Company's fiscal year ending December 31, 2026 (the "2026 fiscal year"), based on the Company's standard methodology); and a long-term incentive award with a value of $2,150,000 (Mr. Trivedi's target annual long-term incentive award amount is $2.65 million when combined with his grant in February 2026).

Mr. Trivedi's new annual long-term incentive award for his appointment as President and CEO will be granted as of the Effective Date and will comprise 60% performance-based restricted stock units ("PSUs") and 40% service-based restricted stock units ("RSUs"). Consistent with the terms of the Company's 2026 fiscal year grants to Mr. Trivedi, the PSUs generally will vest based on the Company's stock price performance over a three-year performance period (2026, 2027 and 2028), and the RSUs generally will vest one-third (33%) per year on the anniversary of the date of grant.

Mr. Trivedi will continue to be eligible to participate in the Company's employee benefit plans and programs applicable to senior executives of the Company generally, as may be in effect from time to time.

In addition, the Company and Mr. Trivedi are expected to enter into a new version of the Company's standard change in control Severance Agreement ("CIC Agreement"). If the CIC Agreement is triggered, the "double-trigger" severance compensation to which Mr. Trivedi would be entitled includes: (1) a lump sum payment equal to two times the sum of (a) the greater of his base salary at the time of the change-in-control or his average base salary over the three years prior to termination, plus (b) the greater of his average cash incentive pay over the three years prior to the change-in-control and his target cash incentive pay for the year in which the change-in-control occurred; (2) continued availability of medical and dental benefits for up to 24 months following termination at the executive's expense, with CTS reimbursing the executive for the portion of the premium in excess of the active employee share for such coverage (or certain economically comparable benefits); (3) reimbursement of up to $30,000 for outplacement services; and (4) in consideration of the non-compete provisions of the CIC Agreement, a lump sum payment equal to one times the sum of (a) the greater of his base salary at the time of the change-in-control or his average base salary over the three years prior to termination plus (b) the greater of his average cash incentive pay over the three years prior to the change-in-control and his target cash incentive pay for the year in which the change-in-control occurred.

In the role of Executive Chairman, Mr. O'Sullivan will be entitled to receive: base salary at an annual rate of $625,000; and a target annual cash incentive bonus of 100% of base salary (prorated for the Company's 2026 fiscal year (based on the Company's standard methodology)). Mr. O'Sullivan will not be granted any new long-term incentive award, and Mr. O'Sullivan's outstanding equity awards will continue to vest in accordance with their terms. Mr. O'Sullivan's annual employee benefit plan eligibility will remain unchanged and Mr. O'Sullivan's existing CIC Agreement will remain in full force and effect pursuant to its terms.