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

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CTS CORPORATION

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April 1, 2021

	Dear CTS Shareholder: You are cordially invited to attend the 2021 Annual Meeting of Shareholders of CTS Corporation.ThemeetingwillbeheldonThursday,May13,2021,at9:30a.m.CentralTime, at the Hotel Arista located at 2139 City Gate Lane, Naperville, Illinois60563. 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 NoticeofInternetAvailabilityofProxyMaterialscontaininginstructionsonhowtoaccessand review our 2021 Proxy Statement and Annual Report to Shareholders for the year ended December31,2020,andtovoteonlineorbytelephone.Ifyouwouldliketoreceiveapapercopy of our proxy materials, please follow the instructions for requesting these materials on page 34 of this 2021 ProxyStatement. Wehopeyouwillattendthemeetinginperson.Whetheryouplantoattendthemeeting ornot,weencourageyouto readthisProxyStatementand tovoteyourshares.The voteofevery shareholder isimportant.
	Kieran O’Sullivan Chairman, President and Chief Executive Officer

Table of Contents

		Preamble
NOTICE OF THE 2021 ANNUAL MEETING OF SHAREHOLDERS		1
PROPOSAL 1: ELECTION OF DIRECTORS		2
COMMITTEES OF THE BOARD OF DIRECTORS		5
	Audit Committee	5
	Compensation Committee	5
	Nominating and Governance Committee	6
	Technology and Transactions Committee	6
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS		7
	Attendance	7
	Director Independence	7
	Meetings of Non-Management Directors	7
	Board Leadership Structure	7
	Board of Directors’ Role in Risk Oversight	8
	Director Education	8
	Stock Ownership Guidelines for Executives and Directors	8
	Director Resignation Policy	8
	Code of Ethics	9
	Additional Information Regarding Company Policies	9
	Communications to Directors	9
STOCK OWNERSHIP INFORMATION		10
	Five Percent Owners of CTS Common Stock	10
	Directors’ and Officers’ Stock Ownership	11
PROPOSAL 2: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF CTS’ NAMED EXECUTIVE OFFICERS		11
COMPENSATION DISCUSSION AND ANALYSIS		12
	Managing the Business During the COVID-19 Pandemic	12
	Executive Summary	12
	Compensation Objectives	13
	Compensation Philosophy	14
	How 2020 Named Executive Officer Compensation was Determined	15
	Elements of 2020 Named Executive Officer Compensation	15
	Agreements and Arrangements with Named Executive Officers	20
	Stock Ownership Guidelines	20
	CTS Securities Hedging/Pledging Policy	20
	Policy on Recovery of Awards	20
COMPENSATION COMMITTEE REPORT		20
	CTS Corporation 2020 Compensation Committee	21

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EXECUTIVE COMPENSATION		22
	2020 Summary Compensation Table	22
	2020 Grants of Plan-Based Awards	23
	Outstanding Equity Awards at 2020 Fiscal Year-End	24
	2020 Option Exercises and Stock Vested	24
	Potential Payments Upon Termination or Change-in-Control	24
	Change-in-Control Severance Agreement Table	25
	Executive Severance Policy	26
	CEO Pay Ratio	27
	2020 Director Compensation	28
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT AUDITOR FOR 2021		29
REPORT OF THE AUDIT COMMITTEE		29
	CTS Corporation 2020AuditCommittee	29
	IndependentAuditor	30
2020 ANNUAL REPORT ONFORM10-K		30
FREQUENTLY ASKED QUESTIONS ABOUT THE 2021 ANNUAL MEETING OF SHAREHOLDERS AND VOTING		31

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CTS Corporation, 4925 Indiana Avenue, Lisle, Illinois 60532

NOTICE OF THE 2021 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On May 13, 2021

To CTS Shareholders:

The 2021 Annual Meeting of Shareholders of CTS Corporation will be held on Thursday, May 13, 2021, at 9:30 a.m. Central Time, at the Hotel Arista, 2139 City Gate Lane, Naperville, Illinois 60563. To obtain directions to the meeting location, please call (630) 577- 8800, or see the map on page 33 of the 2021 Proxy Statement.

Only CTS shareholders of record at the close of business on March 15, 2021, may vote at this meeting or any adjournments that may take place. At the meeting, shareholders will vote on the following items:

PROPOSAL 1	Election of seven directors for a one-year term;
PROPOSAL 2	Approval, on an advisory basis, of the compensation of CTS’ named executive officers;
PROPOSAL 3	Ratification of the appointment of Grant Thornton LLP as CTS’ independent auditor for 2021; and
	Any other business properly presented at the meeting.

Your Board of Directors recommends that you vote in favor of the director nominees, in favor of the advisory approval of CTS’ named executive officer compensation, and in favor of the ratification of the appointment of Grant Thornton LLP.

By Order of the Board of Directors,

Scott D’Angelo

Corporate Secretary

April 1, 2021

As part of our contingency planning regarding the coronavirus (or COVID-19) pandemic, we are preparing for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance through a public filing with the Securities and Exchange Commission, and details will be available at http://www.ctscorp.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2021.

The Notice, 2021 Proxy Statement, Form of Proxy

and 2020 Annual Report on Form 10-K are available at

http://www.ctscorp.com/investors

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This 2021 Proxy Statement (“Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors (“Board”) of CTS Corporation (“CTS”, “we”, “us”, “our” or the “Company”) of proxies to be voted at the 2021 Annual Meeting of Shareholders (“Annual Meeting”). CTS will bear the cost of this solicitation. On or about April 1, 2021, the Company mailed to its shareholders the Notice of Internet Availability of Proxy Materials, and made available this Proxy Statement, the accompanying proxy card, and its Annual Report on Form 10-K.

PROPOSAL 1: ELECTION OF DIRECTORS

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. As part of the succession planning and search process, the Nominating and Governance Committee and the Board regularly assesses the Board’s size. The Board has established the number of authorized directors at seven. Ms. Collawn has not been nominated for re-election and will be leaving the Board immediately following the Annual Meeting. On February 11, 2021, the Board, based on the recommendation of an executive officer of the Company, appointed Donna M. Costello to serve as a director, temporarily increasing the number of directors to eight.  There are seven director nominees for election and the number of authorized directors will remain at seven effective immediately following the Annual Meeting. 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.

NomineesfortheBoardofDirectors.EachdirectornomineenamedbelowiscurrentlyadirectorofCTS. The ages shown are as of April 1, 2021, the date of this Proxy Statement. Each director nominee has agreed to serve as a director if elected.Ifoneormoreofthenomineesbecomesunavailableforelection,theremainingmembersoftheBoardwill,intheirsolediscretion andpursuanttoauthoritygrantedbytheCTSBylaws,nominateandvoteforareplacementdirectororreducetheauthorizednumberof directors.

	DONNA M. COSTELLO Age 47	Director since 2021
	Professional Experience: ▪Chief Financial Officer of C&D Technologies, Inc. (2016 - 2020) ▪  Chief Financial Officer of Sequa Corporation (2008 -2015) ▪  Vice President, Controller and Chief Accounting Officer of Sequa Corporation (2002 -2008) ▪  Senior Manager of Arthur Andersen LLP (1995 - 2002) Other Public Company Boards: ▪  Director of Neenah, Inc. (2019 - Present); Member of the Audit Committee The Board believes that Ms. Costello’s experience as a Chief Financial Officer of a large corporation, as well as substantial operations experience, make her well qualified to serve as a director.

	GORDON HUNTER Age 69	Director since 2011
	Professional Experience: ▪Director, Chairman of Littelfuse, Inc. (2002 - Present) ▪  Chairman, President, and Chief Executive Officer of Littelfuse, Inc. (2003 -2017) ▪  Director, Executive Chairman of Littelfuse, Inc.(2017) Other Public Company Boards: ▪  DirectorofVeecoInstruments,Inc.(2010-Present);Chairmanof the CompensationCommitteeandMember of the Nominating and GovernanceCommittee ▪  DirectorofShure,Inc.(2018-Present);ChairmanoftheCompensationCommitteeandMemberofthe AuditCommittee TheBoardbelievesthatMr.Hunter’sexperienceasaPresidentandChiefExecutiveOfficerofapublicly traded corporation serving global markets, as well as substantial experience in the electronics industry, make him well qualified to serve as adirector.

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	WILLIAM S. JOHNSON Age 64	Director since 2015
	Professional Experience: ▪Retired Chief Financial Officer of Cabot Microelectronics Corporation (now known as CMC Materials Corporation) ▪  Senior Advisor of Cabot Microelectronics Corporation(2018) ▪  Executive Vice President and Chief Financial Officer of Cabot Microelectronics Corporation (2013 - 2018) ▪  Vice President and Chief Financial Officer of Cabot Microelectronics Corporation (2003 - 2013) ▪  Executive Vice President and Chief Financial Officer of Budget Group, Inc. (2000 - 2003) ▪  Various Management and Financial Positions held at BP Amoco (1984 - 2000) The Board believes that Mr. Johnson’s experience as a Chief Financial Officer of a publicly traded corporationservingglobalmarkets,inadditiontohisfinancialexpertiseinarangeofindustries,substantial riskmanagementskills,andbroadinternationalbusinessexperience,makehimwellqualifiedtoserveas adirector.

	YE JANE LI Age 53	Director since 2020
	Professional Experience: ▪Strategic Advisor, Diversis Capital LLC (2013 - Present) ▪  Chief Operating Officer, Huawei Enterprise USA, Inc. (2012 - 2015) ▪  General Manager, Huawei Symantec USA, Inc. (2010 - 2012) Other Public Company Boards: ▪  DirectorofKnowlesCorporation(2018-Present);MemberoftheAuditCommitteeandtheGovernance and NominatingCommittee ▪  Director of Semtech Corporation (2016 - Present); Member of the Compensation Committee TheBoardbelievesthatMs.Li’sexecutive-levelexperienceinawiderangeoftechnologycompaniesin several market segments that CTS serves, and her background and experience in Asian markets, make her well qualified to serve as adirector.

	KIERAN O’SULLIVAN Age 59	Director since 2013
	Professional Experience: ▪Chairman, President and Chief Executive Officer of CTS Corporation (2013 - Present) ▪  Executive Vice President of Continental AG’s Global Infotainment & Connectivity Business (2006 - 2013) Other Public Company Boards: ▪  DirectorofLCIIndustries(2015-Present);MemberoftheAuditCommittee,theRiskCommittee,and the Corporate Governance, Nominatingand Sustainability Committee The Board believes that Mr. O’Sullivan’s more than twenty-eight years of leadership experience in operations,strategy,mergersandacquisitions,andfinancerolesinthemanufacturingservices,electronics and automotive business segments, make him well qualified to serve as adirector.

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	ROBERT A. PROFUSEK Age 71	Director since 1998
	Professional Experience: ▪PartnerandGlobalChair oftheMergersandAcquisitionsPracticeofJonesDay(1975-Present) Other Public CompanyBoards: ▪  LeadIndependent DirectorofValeroEnergyCorporation(2005-Present);MemberoftheCompensationCommittee ▪LeadIndependent DirectorofKodiakSciences,Inc.(2018-Present);ChairmanoftheNominatingandGovernance Committee and Member of the Compensation Committee The Board believes that Mr. Profusek’s substantial experience in mergers and acquisitions, corporate governance and serving as a director of other publicly traded companies, make him well qualified to serve as a director.

	ALFONSO G. ZULUETA Age 58	Director since 2018
	Professional Experience: ▪  Senior Vice President of Eli Lilly and Company (2014 - Present) ▪  President of Lilly International (2017 - Present) ▪  Member of the Executive Committee and Officer of Eli Lilly and Company (2013 - Present) ▪  President of Emerging Markets and various roles of Eli Lilly and Company (1988 - 2014) The Board believes that Mr. Zulueta’s broad global management experience, his exposure to a range of cultures, and his deep experience in medical markets, make him well qualified to serve as a director.

Your Board recommends a vote FOR each of these director nominees.

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COMMITTEES OF THE BOARD OF DIRECTORS

Directors are assigned to committees by the full Board each year following their election at the Annual Meeting.

Committee Membership in 2020

Director	Audit Committee	Compensation Committee	Nominating & Governance Committee	Technology & Transactions Committee
Patricia K. Collawn		C
Gordon Hunter				C
William S. Johnson	C
Diana M. Murphy *			C
Ye Jane Li
Kieran O'Sullivan
Robert Profusek			C
Alfonso G. Zulueta

MemberC Chairman *Member until her departure on May 14, 2020.

Audit Committee

TheAuditCommitteeisastandingcommitteeoftheBoard.DirectorsJohnson,HunterandZuluetaarethecurrentmembersof theAuditCommitteeandeachisfinanciallyliterateandmeetstheindependencestandardsapplicabletoauditcommitteemembersunder the NYSE Corporate Governance Listing Standards, as well as the CTS Corporation Corporate Governance Guidelines and the Audit CommitteeCharter.Mr.JohnsonistheChairmanoftheAuditCommittee.TheBoardhasdeterminedthatMr.Johnson,Mr.Hunter,and Mr. Zulueta each qualifies as an audit committee financial expert under the criteria set forth in Item 407(d)(5)(ii) of RegulationS-K.

TheAuditCommitteeheldeightmeetingsin2020.AcopyoftheAuditCommitteeChartermaybeobtainedfreeofchargefrom CTS’ website athttp://www.ctscorp.com/wp-content/uploads/ACC.pdf.

The Audit Committee is responsible for appointing the independent auditor, approving engagement fees and non-audit engagements, and reviewing the independence and quality of the independent auditor. The Audit Committee reviews audit plans, audit reports, systems of internal accounting controls, audit results, and recommendations of the independent auditor and the internal audit department.TheAuditCommitteealsoreviewsanddiscusseswithmanagementCTS’financialstatements,earningsreleasesandearnings guidance. In addition, the Audit Committee reviews CTS’ compliance with public-company regulatory requirements and with the CTS Code of Ethics.

Compensation Committee

The Compensation Committee is a standing committee of the Board. Directors Collawn, Profusek, and Zulueta are the current members of the Compensation Committee and each is an independent director as defined by the NYSE Corporate Governance Listing Standards and the CTS Corporation Corporate Governance Guidelines. Ms. Collawn is the Chairman of the Compensation Committee. The Compensation Committee held three meetings in 2020. A copy of the Compensation Committee Charter may be obtained free of charge from CTS’ website at http://www.ctscorp.com/wp-content/uploads/CC.pdf.

The Compensation Committee establishes executive compensation policies and reviews and approves senior executive compensation,asfurtherdescribedintheCompensationDiscussionandAnalysissectionofthisProxyStatement.TheChiefExecutive Officer recommends the form and level of compensation for each named executive officer other than himself to the Compensation Committee.TheCompensationCommitteereviewsandapprovescorporategoalsandobjectivesrelevanttothenamedexecutiveofficers, including the Chief Executive Officer, evaluates the Chief Executive Officer’s performance against those objectives, and makes recommendations to the Board regarding the Chief Executive Officer’s compensation. The Compensation Committee does not delegate authority to perform any of the foregoing functions with respect to the compensation of any named executive officer. The CompensationCommitteealsoadministerstheCTSCorporation2018EquityandIncentiveCompensationPlanandthe2014Performance andIncentiveCompensationPlan,includingtheannualequityandnon-equityperformanceprograms,andhasdelegatedtomanagement theoversightofthoseprogramsforparticipantswhoarenotnamedexecutiveofficers.Inaddition,theCompensationCommitteereviews director compensation annually and makes recommendations regarding director compensation to the Board for approval. The Compensation Committee also conducts an annual evaluation of its ownperformance.

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TheCompensationCommitteemay,fromtimetotime,directseniorfunctionariesoftheCompany’shumanresourcesdepartment to research specific issues and make recommendations to the Compensation Committee. In addition, for 2020 and currently 2021, the Compensation Committee directly engaged Compensation Strategies, Inc. (“Compensation Strategies”) as its compensation consultant. The Compensation Committee has assessed the independence of Compensation Strategies, as required under the NYSE Corporate Governance Listing Standards. The Compensation Committeehasalsoconsideredandassessedallrelevantfactors,includingthoserequiredbytheSecurities and Exchange Commission (“SEC”),thatcouldgiverisetoapotential conflict of interest with respect to Compensation Strategies. Based on this review, the Compensation Committee did not identify any conflict of interest raised by the work performed by CompensationStrategies. For more information regarding the role of Compensation Strategies in determining or recommending the amount or form of executive compensation, see the Compensation Discussion and Analysis section of this Proxy Statement.

CompensationCommitteeInterlocksandInsiderParticipation.DirectorsCollawn,Profusek,Zulueta, Hunter and Murphyserved on the Compensation Committee during 2020. During 2020, no executive officer of CTS served as a director of any other entity for which any CTS director was an executiveofficer.

Nominating and Governance Committee

The Nominating and Governance Committee is a standing committee of the Board. Directors Profusek, Collawn, and Li are the current members of the Nominating and Governance Committee and each is an independent director as defined by the NYSE Corporate Governance Listing Standards and the CTS Corporation Corporate Governance Guidelines. Mr. Profusek is the Chairman of the Nominating and Governance Committee.

TheNominatingandGovernanceCommitteeheldtwomeetingsin2020.AcopyoftheNominatingandGovernanceCommittee Charter may be obtained free of charge from CTS’ website at http://www.ctscorp.com/wp-content/uploads/NGCC.pdf.

The Nominating and Governance Committee reviews and makes recommendations to the Board concerning committee assignments and director nominees for election at the Annual Meeting of Shareholders and oversees director recruitment efforts. The Nominating and Governance Committee reviews and makes recommendations to the full Board regarding CTS officers for election and succession, including succession planning for the Chief Executive Officer. The Nominating and Governance Committee also develops the CTS CorporationCorporateGovernanceGuidelinesfortheapprovaloftheBoard,makesrecommendationsonmattersofcorporategovernance and oversees CTS’ Environmental, Social and Governance initiatives and performance. CTS does not have a formal policy concerning whether the Nominating and GovernanceCommitteewillconsiderdirectornomineessubmittedbyshareholders.CTSdidnotreceiveanyshareholderdirectornominees forelectionattheAnnualMeeting.Atthistime,theBoarddoesnotbelieveaformalpolicyregardingshareholderdirectornominees is necessary since CTS’ Bylaws provide a process for nomination of directors and no shareholder nominations for director have been received in pastyears.

The Nominating and Governance Committee reviews with the Board, on an annual basis, the requisite skills and director characteristicsofanynewmembersaswellasthecompositionoftheBoardasawhole.Thisreviewincludesanassessmentofwhether each non-management director qualifies as independent and an assessment of the diversity, age, skills, and experience of the directors inthecontextoftheneedsoftheBoard.AlthoughtheNominatingandGovernanceCommitteehasnotestablishedanyspecificminimum criteriaorqualificationsthatacandidatemustpossess,theNominatingandGovernanceCommitteeseeksadiverseselectionofcandidates whopossesstheexperiencenecessarytomakeavaluablecontributiontotheBoard.TheBoarddoesnothaveaformaldiversitypolicy; it construes the notion of diversity broadly, considering differences in viewpoint, professional experience, education, skills, and other individualqualities,inadditiontorace,gender,andnationalorigin.TheBoardbelievesthatitseffortstofosteradiverseboardhavebeen effective;whilealldirectorsareskilledinbusiness,avarietyofpointsofview,educationalbackgrounds,andexperiencesarerepresented ontheBoard.TheNominatingandGovernanceCommitteemayretainandpaysearchfirmsforthepurposeofidentifyingandevaluating directorcandidates.

Technology and Transactions Committee

TheTechnologyandTransactionsCommitteereviewsandmakesrecommendationstomanagementregardingCTS’technology strategy, new product development programs, and performance in the context of targeted market segments and strategic goals, as well as the Company’s organic development of technology and opportunities to acquire technology directly or through business acquisition or combination transactions. The Technology and Transactions Committee also reviews, on a preliminary basis, possible acquisitions, divestitures or other transactions identified by management for possible consideration by the full Board, assesses existing and future trends and threats in technology that may impact the Company’s strategy, and reports activities of the Committee to the fullBoard.

Directors Hunter, O’Sullivan, Johnson and Li are the current members of the Technology and Transactions Committee with Mr. Hunter as the Chairman. The Technology and Transactions Committee held two meetings in 2020. A copy of the Technology andTransactionsCommitteeChartermaybeobtainedfreeofchargefromCTS’websiteathttps://www.ctscorp.com/wp-content/uploads/2015/12/CTS-Technology-Transactions-Committee-Charterb.pdf.

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

Attendance

During 2020, the Board held four meetings and took no action by unanimous written consent. In 2020, all of the directors attendedatleast75%oftheregularmeetingsoftheBoardandthestandingcommitteesofwhichtheywerethenmembers,eitherinperson, 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 2020 Annual Meeting of Shareholders attended thatmeeting.

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 may be obtained free of charge from CTS’ website at http://www.ctscorp.com/wp-content/uploads/CGG.pdf.

The Board has determined that each non-management director that served in 2020 and each director nominee is or was an independent director and has orhadnomaterialrelationshipwithCTS,apartfromhisorherserviceasadirector.Forpurposesofdeterminingwhetheradirectorhas a material relationship with CTS apart from his or her service as a director, the Board has determined that CTS’ purchase of regulated electricandgasservicefromautilitycompanydoesnotconstituteamaterialrelationshipandthatanytransactionthatisnotrequiredto be disclosed pursuant to Item 404(a) of Regulation S-K shall be deemed categoricallyimmaterial.

TheCTSCorporationCorporateGovernanceGuidelinesprovidethattheNominatingandGovernanceCommitteeshallreview anytransactionthatmightbeconstruedtodisqualifyadirectorasindependent(includinganytransactionsthatarerequiredtobereported 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 and Governance Committee Charter further provides thattheNominatingandGovernanceCommitteeshallreviewanypotentialdirectorconflictofinterestandrecommendappropriateaction to theBoard.

Meetings of Non-Management Directors

ItisthepolicyoftheBoardtoholdanindependentsessionexcludingmanagementdirectorsateachregularlyscheduledBoard meeting.In2020,anindependentsessionwasheldateachregularBoardmeeting.TheLeadIndependentDirectoroftheBoardpresides over the independentsessions.

Board LeadershipStructure

CTSdoesnothaveapolicyastowhethertheroleofChiefExecutiveOfficerandChairmanoftheBoardshouldbeseparateor 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 theBoard.

TheLeadIndependentDirectoristheleaderoftheindependentdirectors,andleadsallsessionsofindependentdirectors,which normally occur at the end of each Board meeting. A full description of his duties is asfollows:

• PresideatallmeetingsoftheBoardatwhichtheChairmanisnotpresent,includingexecutivesessionsoftheindependent directors;

• Approve meeting agendas and schedules for theBoard;

• Review key strategic initiatives presented to theBoard;

• Serve as a liaison between the Chairman and the independent directors. To that end, ensure personal availability for consultation and communication with independent directors and with the Chief Executive Officer, asappropriate;

• Call special meetings of the independent directors, as the Lead Independent Director may deem to beappropriate;

• Be available, at the request of major shareholders, for consultation and direct communication. Respond directly to shareholderandotherstakeholderquestionsandcommentsthataredirectedtotheLeadIndependentDirectorortothe independent directors as a group, consulting on such with the Chief Executive Officer or other directors as the Lead Independent Director may deemappropriate;

• ActasasoundingboardfortheChiefExecutiveOfficerand/orindependentdirectorswithrespecttostrategies,plans, organization, relationships, accountabilities, and otherissues;

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• BetweenregularlyscheduledBoardmeetingsdiscusswiththeChiefExecutiveOfficerkeycorporaterisksandcurrent issues and plans for presentations on such to the full Board or itscommittees;

• Lead the independent directors in appraising the Chief Executive Officer’s performance at least annually;and

• Lead the directors in appraising the Board’s performance at leastannually.

TheGeneralCounselandCorporateSecretary’sOfficeprovidessupporttotheLeadIndependentDirectorinfulfillinghisrole. TheLeadIndependentDirectorreceivesanannualretainerof$20,000inadditiontohisordinarydirectorcompensation,fortheadditional 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 governanceisnotoverlyinvestedinoneperson.TheBoardisconfidentthat,ascurrentlyconstituted,itwillprovideamplecounterbalance to a combined Chairman and Chief Executive Officer and that it continues to provide suitable independent oversight of management. TheindependentdirectorsontheBoardareallaccomplishedprofessionalspossessingsubstantialbusinessandbusiness-relatedexperience assetforthinthechartbelow.Additionally,mosthaveservedontheBoardforanumberofyears.Asdiscussedabove,theindependent 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 largesupermajority.

Summary of Director Qualifications and Experience	Patricia K. Collawn*	Donna M. Costello	Gordon Hunter	William S. Johnson	Ye Jane Li	Kieran O'Sullivan	Robert A. Profusek	Alfonso G. Zulueta
Years Served on the Board	17	0	10	5	1	7	22	3
Leadership and Strategy
Financial Expertise/Literacy
Risk Management
International Business
Corporate Governance
Industry Experience

*Not standing for re-election at the Annual Meeting.

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 evaluatesCTS’majorriskexposuresandthestepsmanagementhastakentomonitorandmitigatetheseexposures.Therefore,theBoard anditscommitteesconsideramongotheritems,therelevantriskstoCTSwhengrantingauthoritytomanagementandapprovingbusiness strategies. The Board has utilized this risk management structure for a number of years. Although the Board retains the right to make changesinriskoversightresponsibilitiesfromtime-to-time,theBoardanticipatesthattheriskmanagementresponsibilitieswillcontinue in a substantially similar manner as described above, whether or not the Board’s leadership structurechanges.

Director Education

TheCTSCorporationCorporateGovernanceGuidelinesencouragealldirectorstoparticipateindirectorcontinuingeducation 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 leastannually.

Stock Ownership Guidelines for Executives and Directors

TheBoardhasadoptedstockownershipguidelinesthatapplytonon-employeedirectorsandexecutivesinordertoincreasethe alignment of their interests with those of shareholders and promote enduring shareholder value. The guidelines are administered by the Compensation Committee. A copy of the guidelines may be obtained free of charge from CTS’ website at https://www.ctscorp.com/wp-content/uploads/2015/10/StockOwnershipGuidelines.pdf.

Director Resignation Policy

TheCTSCorporateGovernanceGuidelinesdesignatethecircumstancesunderwhichadirectormustofferhisorherresignation totheBoardinconnectionwithachangeofemploymentoramajority“against”or“withheld”votebythe shareholders.TheGuidelines alsorequirethatadirectortenderhisorherresignationeffectiveasofthenextoccurringAnnualMeetingofShareholdersafterthedate onwhichheor

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shereachestheageof75.TheNominatingandGovernanceCommitteemayrecommendtothefullBoardthatanexception 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’sresignation.

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-employee directors. The Code of Ethics includes ethical standards concerning conflicts of interest and potential conflicts of interest. With respect to executive officers and other employees, potential conflicts of interest must be reported to management. 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 may be obtained free of charge from the Corporate Secretary upon request or from CTS’ website at http://www.ctscorp.com/wp-content/uploads/CE.pdf.

Additional Information Regarding Company Policies

CTScollectsandreportsinformationregardingEnvironmental,SocialandGovernancemattersunder “CorporateGovernance” on the CTS website. In addition to overall governance and policies, the Nominating and Governance Committee oversees CTS’ Environmental,HealthandSafetyperformancemetrics.TheGeneralCounsel’sofficecollectsinformationrelatingtothesemetricsand reviewssuchinformationwiththeNominatingandGovernanceCommittee.AdditionalinformationregardingCTS’policiesandguidelines with respect to Environmental, Social and Governance matters can be found on the CTS website at https://www.ctscorp.com/investors/corporate-governance/.

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’ executive offices located at 4925 Indiana Avenue,Lisle,Illinois60532.Allcommunicationsfromshareholdersmustincludethenameandaddressoftheshareholderasitappears ontherecordbooksofCTSandthenameandaddressofthebeneficialowner,ifany,onwhosebehalfthecommunicationissubmitted. TheCorporateSecretarywillcompilesuchcommunicationsandforwardthemtothedirectorsonaperiodicbasis.However,theCorporate Secretary has authority to disregard any communication that is primarily an advertisement or solicitation or is threatening, obscene, or similarlyinappropriateinnature.Communicationsthathavebeendisregardedforthesereasonsmaybereviewedbyanynon-management director uponrequest.

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STOCK OWNERSHIP INFORMATION

Five Percent Owners of CTS Common Stock

ThetablebelowlistsinformationaboutthepersonsknownbyCTStobeneficiallyownatleast5%oftheoutstandingsharesof CTS common stock as of December 31, 2020. There were 32,276,787 shares of CTS common stock issued and outstanding as of December31,2020.TheshareholdinginformationbelowisderivedsolelyfromthemostrecentSchedules13For13G,andamendments thereto,filedwiththeSECandthepercentageownershipisbasedonthenumberofsharesoutstanding as reported herein and may vary from the percentage reported in the applicable Schedules 13F or13G.

NAME AND ADDRESS	NUMBER OF SHARES			PERCENT OF CLASS
BlackRock, Inc. 55 East 52nd Street New York, New York 10022		5,037,628	(1)		15.61	%
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202		3,626,481	(2)		11.24	%
Wellington Management Group LLP 280 Congress Street Boston, Massachusetts 02210		2,893,746	(3)		8.97	%
GAMCO Investors, Inc., et al. One Corporate Center Rye, New York 10581		2,363,605	(4)		7.32	%
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355		2,056,998	(5)		6.37	%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas		1,623,199	(6)		5.03	%

⁽¹⁾ As reported on Schedule 13G filed with the SEC on January 25,2021.

⁽²⁾ As reported on Schedule 13G/A filed with the SEC on February 16,2021.

⁽³⁾ As reported on Schedule 13G/A filed with the SEC on February 4,2021.

⁽⁴⁾ As reported on the Schedule 13Fs filed with the SEC on February 5, 2021.

⁽⁵⁾ As reported on Schedule 13G/A filed with the SEC on February 10, 2021.

⁽⁶⁾ As reported on Schedule 13G/A filed with the SEC on February 12, 2021.

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Directors’ and Officers’ Stock Ownership

The following table shows the number of shares of CTS common stock each named executive officer, director, and director nomineebeneficiallyownedasofMarch15,2021 (the “Record Date”),includingsharesofCTScommonstockcoveredbystockoptionsexercisablewithin 60daysofMarch15,2021.Pleasenotethat,asreportedinthistable,beneficialownershipincludesthosesharesofCTScommonstock adirectororofficerhasthepowertovoteortransfer,aswellassharesofCTScommonstockownedbyimmediatefamilymembersthat reside in the same household with the director orofficer.

Name	Beneficially Owned Shares(1)		Options Exercisable within 60 days		Shares Held in 401(k)		Directors’ Deferred Common Stock Units(2)		Total(3)		% of Shares Outstanding(4)
Ashish Agrawal		97,596		—		—		—		97,596	*
Patricia K. Collawn		78,220		—		—		800		79,020	*
Donna M. Costello		—		—		—		—		—		—
Gordon Hunter		46,500		—		—		—		46,500	*
William S. Johnson		26,300		—		—		—		26,300	*
Ye Jane Li		4,000		—		—		—		4,000	*
Luis F. Machado(5)		36,909		—		—		—		36,909	*
Kieran O’Sullivan		363,010		—		—		—		363,010		1.12	%
Robert A. Profusek(6)		81,342		—		—		4,722		86,064	*
Alfonso G. Zulueta(7)		15,513		—		—		—		15,513	*
All Current Directors and    Officers as a Group (8)		712,481	—		—		5,522			718,003	2.22%

* Represents less than 1% of the outstanding shares of CTS commonstock.

⁽¹⁾ Includes shares of CTS common stock which will vest within 60 days of March 15,2021.

⁽²⁾ Includes Restricted Stock Units (each an “RSU”) that are distributable upon the director’s separation from service andconvert on a one-to-one basis to shares of CTS common stock upondistribution.

⁽³⁾ No director or executive officer has pledged his or her shares of CTS commonstock.

⁽⁴⁾ Based on 32,348,360 shares of CTS common stock outstanding as of the RecordDate.

⁽⁵⁾ Mr. Machado departed CTS effective July 10, 2020.  The information reported in this table for Mr. Machado reflects his beneficially owned shares as of the close of business on that date.

⁽⁶⁾ Excludes 1,800 shares held by Mr. Profusek’s spouse. Mr. Profusek disclaims any beneficial interest with respect to theseshares.

⁽⁷⁾ Includes open market purchases reflected in the reported Form 4 filings for Mr. Zulueta.

⁽⁸⁾ Excludes shares of CTS common stock beneficially owned by Mr. Machado.

PROPOSAL 2: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF CTS’ NAMED EXECUTIVE OFFICERS

AsrequiredundertheDodd-FrankWallStreetReformandConsumerProtectionActandSection14AoftheSecuritiesExchange Act of 1934 (“Exchange Act”), our Board of Directors is submitting a “Say-on-Pay” proposal for shareholder consideration. The Compensation Discussion and Analysis section of this Proxy Statement describes CTS’ executive compensation program and the compensationdecisionsmadebytheCompensationCommitteeandtheBoardin2020withrespecttoournamedexecutiveofficers.CTS is asking shareholders to cast an annual advisory shareholder vote approving the compensation of CTS’ named executive officers (commonly referred to as a “Say-on-Pay” vote). 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 2022 Annual Meeting ofShareholders.

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.

CTS remains committed to the use of broad-based metrics such as earnings per share, operating earnings, sales growth, and relative total shareholder return in measuring corporate performance.

For these reasons, the Board is asking shareholders to vote FOR the following resolution:

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“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 2021 Proxy Statement, is hereby approved.”

Whiletheadvisoryvoteweareaskingyoutocastisnon-binding,theCompensationCommitteeandtheBoardvaluetheviews of our shareholders and expect to take into account the outcome of the vote when considering future compensation decisions for our named executiveofficers.

Your Board recommends a vote FOR the advisory approval of CTS’ named executive officer compensation.

COMPENSATION DISCUSSION AND ANALYSIS

ThisCompensationDiscussionandAnalysisprovidesdetailsaboutCTS’compensationpracticesforitsnamedexecutiveofficers. Theinformationprovidedinthissectionshouldbereadtogetherwiththetablesandnarrativesthataccompanytheinformationpresented.

The following current and former executive officers are CTS’ named executive officers for 2020, as that term is defined by the SEC:

• Mr. Kieran O’Sullivan, Chairman, President and Chief ExecutiveOfficer;

• Mr. Ashish Agrawal, Vice President and Chief Financial Officer;and

• Mr. Luis F. Machado, former Vice President, General Counsel andSecretary.  Mr. Machado departed CTS effective July 10, 2020.

CTS had no other executive officers during 2020.

Managing the Business During the COVID-19 Pandemic

The COVID-19 pandemic has been a challenging crisis throughout the world.  Similar to CTS’ investors, our employees have felt the impact of the illness, death and social disruption caused by the COVID-19 pandemic, which has also had a significant impact on our business and our operations.  Extraordinary and wide-ranging actions have been taken by public health and governmental authorities to mitigate the impact of COVID-19, including quarantines, stay-at-home orders and business closure mandates requiring that individuals restrict daily activities and that businesses modify, curtail, or cease normal operations.  CTS manufacturing operations in Asia, Europe and North America have been adversely impacted by these governmental restrictions.  CTS employees, their families, and local communities have felt the effects of the COVID-19 pandemic and these government mitigation efforts. Despite these challenges, CTS’ management team and employees have worked diligently to continue to successfully manage the business.

To help manage the COVID-19 pandemic’s impact on CTS, we implemented safety procedures to protect our employees. These procedures include complying with social distancing and other health and safety standards as required by country, state and local government agencies. In addition, we modified the way we conduct many aspects of our business to reduce the number of in-person interactions. For example, we significantly expanded the use of virtual interactions in all aspects of our business, including customer facing activities. Many of our non-manufacturing functions during this time have required modification as well, including most of our workforce working remotely.

CTS also implemented temporary measures to reduce operating expenses and conserve our cash position to mitigate the impact of the COVID-19 pandemic including a temporary 15% reduction to Mr. O’Sullivan’s base salary, temporary 10% reduction to certain other employees’ base salaries (including the base salaries of the other named executive officers), a temporary 10% reduction in cash retainer fees for the Board, mandatory furloughs (where permitted), and headcount reductions. We also suspended the employer match for the CTS Corporation Retirement Savings Plan, referred to as the CTS 401(k) Plan.

Diligent action by CTS early in the COVID-19 pandemic was key to helping spur the business recovery during the third and fourth quarters of 2020.  

Executive Summary

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. 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. Our named executive officers are required to comply with various good governance policies, such as CTS’ stock ownership guidelines, insider trading restrictions, and an anti-hedging/pledging policy. Additionally, various compensation elements contain “clawback” features, which permit CTS to recoup compensation paid for improperly earned incentives. 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. CTS has

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remained committed to its fundamental compensation structure and philosophy over a period of many years, including during the current COVID-19 pandemic and other recent periods of economic volatility.

Recent Governance Activity. We hold “Say-on-Pay” votes every year. At our 2020 Annual Meeting of Shareholders, we received approximately 96.3% 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 Committee believes the voting results demonstrate significant continuing support for our overall executive pay program. After reviewing the 2020 Say-on-Pay vote results, the 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 2019 regarding named executive officer compensation decisions and policies. The 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.

2020 Performance. We experienced market softness in 2020 due to the COVID-19 pandemic, which had an unfavorable impact on sales and earnings for the year. Sales declined 10% to $424.1 million in 2020. GAAP earnings per diluted share were $1.06 in 2020 compared to $1.09 in 2019. Adjusted earnings per diluted share, which is used as a target for compensation as described below, was $1.12 in 2020, down 23% from $1.45 in 2019. Cash flow from operations was $76.8 million in 2020 versus $64.4 million in 2019.

Implications of 2020 Results for Compensation. For the 2020 Management Incentive Plan (or MIP), which is our annual performance-based cash incentive plan, our named executive officers were each granted award opportunities based on the following weighted quantitative financial performance metrics: 60% on the Company’s adjusted fully diluted net earnings per share (“Adjusted EPS”); 30% on sales; and 10% on controllable working capital as a percentage of sales.  The minimum threshold for the Adjusted EPS performance metric was not achieved, and no MIP award was paid in respect of 2020 performance.

The Compensation Committee also continued the 2018-2020 Performance Restricted Stock Unit Plan, which is a three-year performance-based equity award program that is operated under the CTS Corporation 2014 Performance and Incentive Compensation Plan. This program measures three-year performance based on the following weighted criteria: 35% on relative total stockholder return (or RTSR); 35% on sales growth; and 30% on operating cash flow.  RTSR is a comparison of the total stockholder return of the Company during the three-year measurement period, relative to the total stockholder return of a designated peer group of companies (as described below) over that same period (including aggregated dividends and adjusted for stock splits over the period).  Sales growth is determined by calculating the change in the Company’s net sales set forth in its consolidated statement of earnings as of the end of the fiscal year immediately preceding the first year of the three-year measurement period as against the net sales set forth in its consolidated statement of earnings as of the end of the last fiscal year of the three-year measurement period.  Operating cash flow is the sum of the Company’s operating cash flow calculated in accordance with GAAP for each year of the three-year measurement period. As a result of the Company’s three-year performance based on these metrics, Messrs. O’Sullivan and Agrawal received resulting payments of 31,369 and 11,216 performance-based RSUs, respectively, in 2021. Awards under the 2018-2020 Performance Restricted Stock Unit Plan were paid in 2021 and were reported in the named executive officer’s compensation when granted in 2018. Mr. Machado’s unvested awards under the 2018-2020 Performance Restricted Stock Unit Plan were forfeited upon his departure from the Company effective July 10, 2020.

In each of February 2019 and 2020, the Compensation Committee established a new three-year performance-based equity compensation program for the 2019-2021 and 2020-2022 periods respectively. The 2019-2021 plan uses the same metrics as the 2018-2020 plan described above but has different goal levels and RTSR peer companies.  The 2020-2022 plan uses the same metrics as the 2018-2020 plan described above but applies different weightings (25% for RTSR, 40% for sales growth, and 35% for operating cash flow), goal levels and RTSR peer companies.Grantsmadetonamedexecutive officers under each year’s program are reported as compensation in our Summary Compensation Table at grant date fair value in the year the grant ismade.

Compensation Objectives

CTS designs its named executive officer compensation program to achieve three main objectives:

• Offer competitive compensation;

• Link compensation to performance;and

• Align compensation with shareholderinterests.

Additionally, the elements of total compensation are designed to reward the named executive officers for: (1) their core competencies, skills, experience, and contributions to CTS (in the form of base salary, retirement benefits, health and welfare benefits and limited perquisites); (2) achievement of annual corporate goals (in the form of annual performance-based cash incentives); and (3) achievement of long-term objectives that are beneficial to CTS and its shareholders (in the form of performance-based and service-based equity awards).  The first compensation element helps CTS offer competitive compensation, while the second and third compensation elements help CTS link compensation to performance and align compensation with shareholder interests. Decisions on specific elements of compensation do not generally affect the Committee’s decisions regarding the other elements of compensation except to the extent that these categories of compensation are structured to provide a substantial portion of total compensation that is based on performance and at-risk each year.

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Compensation Philosophy

CTS’executive compensation philosophy is to initially target potential total compensation for each named executive officer at approximately the fiftieth percentile of the compensation for similar positions at similarly situated companies based on market survey data provided by Compensation Strategies, the Compensation Committee’s independent compensation consultant (discussed in more detailbelow).Thisphilosophyoperatesasonlyaninitial,generalguidelineforCTS’compensationdecisions,ratherthanasafixedrule or final determining factor. By initially targeting median compensation levels for its named executive officers, CTS believes it strikes therightbalance between motivating named executive officers with market competitive factors and providing the compensation necessary to recruit and retain top executivetalent.

Elements of Total Compensation	Purpose
•   Base Salary •   Retirement Benefits •   Health and Welfare Benefits •   Limited Perquisites	•   Fixed cash and other customary compensation to attract and retain high-quality executive talent.
•   Annual Performance-Based Cash Incentives	•   At-risk, variable incentive compensation to promote the achievement of specific financial and operational performance objectives; and •   Attraction, retention, and motivation of high-quality executive talent.
•   Performance-Based Equity Awards	•   At-risk, variable incentive compensation to promote the achievement of specific goals; •   Align executives’ interests with shareholder interests; and •   Attraction, retention, and motivation of high-quality executive talent.
•   Service-Based Equity Awards	•   Fixed equity awards for long-term retention of executive talent; and •   Align executives’ interests with shareholder interests.

CTS does not use a specific formula for allocating total compensation between current and long-term compensation or between cash and non-cash compensation. The amount allocated to each element of compensation generally reflects allocation percentages in Compensation Strategies’ market survey data for comparable positions, based on the analysis described below. Additionally, relevant factors such as an executive’s specific level of experience, responsibilities, demonstrated performance, length of service with the Company, achievement of individual and corporate goals, risk, and retention considerations also may affect compensation structure for a particular named executive officer.

Ournamedexecutiveofficershaveasubstantialpercentageoftheirtotalcompensationopportunitiesbasedonat-risk,variable elementsofcompensation.CTSbelievesthatthispracticeisappropriatebecauseCTS’namedexecutiveofficershavethegreatestability todriveperformanceand,therefore,shouldhavethemosttogainorloseintermsofcompensationopportunitiesbasedonperformance. It is possible for CTS’ named executive officers to earn above-market compensation in any year, but they may earn below-market compensation as well, depending on individual and corporate performance for thatyear.

CTS believes that named executive officers will consider the impact of decisions in both the short term and long term and will exercise careful judgment, so that while attempting to enhance shareholder value they will not take actions that pose unnecessary risk to the overall long-term well-being of the Company. As a result, CTS has determined that, for the named executive officers and for all of its other employees, CTS’ compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on CTS.

Theamountoftotalcompensationrealizedorpotentiallyrealizablefrompriorcompensationawardsdoesnotdirectlyinfluence the level of compensation paid in the current year or future payopportunities.

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How 2020 Named Executive Officer Compensation wasDetermined

Mr. O’Sullivan recommended a total 2020 compensation package to the Compensation Committee for each named executive officer other than himself using, among other factors, data provided by Compensation Strategies that aligned each named executive officer'stotalcompensationopportunityatapproximatelythefiftiethpercentileofsimilarlysituatedexecutivesbaseduponthepeergroup of companies identified in the section below describing the 2019-2021 and 2020-2022 Performance Restricted Stock Unit Plans.

At its February 2020 meeting, the Compensation Committee reviewed the data provided by Compensation Strategies and consideredtherecommendationsofMr.O’Sullivan,ultimatelydecidingonatotalcompensationpackageforeachofthenamedexecutive officers.FornamedexecutiveofficersotherthanMr.O’Sullivan,totalcompensationpackagesfortheyearwerefinalizedwhenapproved bytheCompensationCommittee.TheCompensationCommitteealsoreviewedinformationprovidedbyCompensationStrategiesbased onthesamepeergroupof companiesasdescribedabovetoassessandrecommendatotalcompensationpackageforMr.O’Sullivantothe Board, which was discussed by the Board in Independent Session at its February 2020 meeting, and became final upon itsratification.

Elements of 2020 Named Executive Officer Compensation

Base Salary. Base salary is included as an element of total compensation to ensure that each named executive officer receives a base level of cash compensation and is rewarded for his service to the Company. A sufficient base salary also helps to ensure that named executive officers do not become unduly focused on achievement of shorter-term incentive awards that may be to the detriment of the overall long-term health of CTS.

The base salaries for the named executive officers that were set in February 2020 (to be effective in April 2020) were as follows:  Mr. O’Sullivan, $758,000; Mr. Agrawal, $387,188; and Mr. Machado, $338,738.  These base salary levels would have reflected no change to Mr. O’Sullivan’s base salary and an increase for Messrs. Agrawal and Machado of 5% and 3.5%, respectively.  However, the new base salary levels for 2020 for Messrs. Agrawal and Machado were never implemented because as part of our response to the COVID-19 pandemic, in March 2020, the Board approved a temporary 15% reduction to Mr. O’Sullivan’s base salary and a temporary 10% reduction to the base salaries of certain other employees, including each other named executive officer (in each case as against their 2019 base salary level as of December 31, 2019), until the restoration and reinstatement of those base salaries which occurred in October 2020 (after Mr. Machado’s departure from the Company).  In the case of Messrs. O’Sullivan and Agrawal, their base salaries were restored to their 2019 base salary level (as of December 31, 2019) in October 2020.  Thebasesalarylevelsdescribedinthisparagrapharenot directly comparable to the amounts listed in the “Salary” column for 2020 in the Summary Compensation Table because the Summary Compensation Table discloses actual base salary earned during the applicable fiscal year rather than any particular base salary rate.

Annual Performance-Based Cash Incentive Plan (MIP). The MIP provides for annual cash payments to named executive officers based on achievement of certain quantitative financial performance goals. A named executive officer’s ultimate award is determined under a formula that provides for payment of zero to 200% of a target award based on CTS’s actual performance versus the established quantitative financial performance goals. In addition, the Compensation Committee reserves the right to adjust awards guided by the named executive officer’s actual performance or the effects of unusual conditions, factors or events.

In February 2020, the Compensation Committee established a target award opportunity as a percentage of base salary and quantitative financial performance goals for each named executive officer. In setting target award opportunities, the Compensation CommitteetookintoconsiderationthemedianpercentiletargetawardsintheCompensationStrategiesreportsdescribedabove,aswell as internalparity.

The quantitative financial performance goals were based on CTS’ established business plan for 2020. Each year, the Board reviewsabusinessplanpreparedbymembersofmanagementthatincludesprojectionsforrevenues,earnings,keybalancesheetmetrics, andcashflow.TheCompensationCommitteegenerallymayuseanyofthemetricssetoutinthebusinessplanto establish the quantitative financial performance goals for the annualMIP.

In 2020, the Compensation Committee set quantitative financial performance goals for participants who are named executive officersusingtargetsforAdjustedEPS,CTS’annualsales and controllable working capital as a percentage of sales. CTS chose Adjusted EPS as a metric because it takes into consideration overall financial performance and provides a quantitative measurement from which CTS is able to assess the performance of its named executive officers. CTS chose sales as a metric becauseit placesanemphasisonCTS’annualsalesgrowthgoals.Controllable working capital as a percentage of sales was chosen as a metric because it is an objective measure of the efficiency with which CTS manages its short-term capital needs. Eachofthe Adjusted EPS, sales and controllable working capital metrics aresetforthinthetablebelow.As showninthetablebelow,theCompensationCommitteesettheperformancelevelsforeachmetricandestablishedaminimumperformance levelthathadtobereachedbeforeMIPawardswerepaid with respect to that metric.TheMIPalsoincludesaminimumthresholdforAdjustedEPSthat must be met for any portion of the MIP award to pay out. Failure to reach the MIP’s minimum threshold for Adjusted EPS results in no payment for the entire MIP award.

Adjusted EPS is calculated by using the Company’s fully diluted net earnings per share as reported in the Company’s consolidated statement of earnings for the applicable fiscal year, which, for purposes of the MIP, may be adjusted for unusual conditions, factors or

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events as determined by the Compensation Committee.  Sales are calculated using the net sales as reported in the Company’s audited financial statements for the applicable fiscal year, which, for purposes of the MIP, may be adjusted for unusual conditions, factors or events as determined by the Compensation Committee.  Controllable working capital as a percentage of sales is derived by dividing accounts receivable plus inventory minus accounts payable by annualized quarterly sales, adjusted to exclude temporary inventory safety stock during plant transition and supplier transition in excess of $1 million.  The controllable working capital metric is calculated on a quarterly basis using an annualized sales figure, and the overall annual calculation is determined by computing the simple average of the four quarterly measurements for the applicable fiscal year.

Determination of Actual MIP Awards. Actual MIP award payments are based on a formula and can vary from zero to 200% of the target award opportunity based on achievement of the quantitative financial performance goals.  If actual performance fails to meet the minimum or required threshold for a quantitative financial goal, the payout under the MIP for that goal is zero.  On the upside, payout increases linearly up to 200% as performance exceeds the threshold performance goals.  If actual performance equals the minimum or required threshold for a quantitative financial goal, the payout under the MIP for that goal is 50% of the target award opportunity, and if actual performance equals the target quantitative financial goal, the payout under the MIP for that goal is 100% of the target award opportunity.  The Company uses straight line mathematical interpolation to calculate results between the minimum threshold and target and target and the maximum level.  One consequence of this cliff threshold and payout performance formula is that a named executive officer’s risk of receiving no award is greater than the named executive officer’s opportunity to obtain an award that is substantially above target. Another consequence is that payouts above target represent a fraction of the expected return to the Company from “better than plan” performance. Since payments are capped, a named executive officer cannot increase MIP awards beyond a fixed amount, counterbalancing the incentive to pursue outsized short-term rewards at the expense of the long-term health of the Company. While actual awards will vary above and below target from year to year, CTS expects that over a period of several years, payouts under the MIP will average about 100% of target. Over the past five years, payouts under the MIP based on corporate metrics averaged 96.8% of target.

How2020 MIP AwardsWereCalculated.ForCTS’namedexecutiveofficers,performancemeasurementswereweighted60%for theAdjustedEPSgoal,30% for the sales goal,and10% for the controllable working capital goal. The target award opportunity which was based on base salary and unchanged from the prior year, was 100% forMr.O’Sullivan,65%forMr.Agrawal,and55%forMr.Machado.Mr.Machado’s award under the MIP was forfeited upon his departure from the Company effective July 10, 2020.  Forpurposes of the 2020 MIP Plan,basesalaryisgenerallythe named executive officer’s annual base salary level in effect on the last day of the applicable calendar year.ThesetargetawardopportunitieswerederivedinpartfromthedataobtainedfromtheCompensationStrategies report and in part by the Compensation Committee’s judgment on internal equity of the positions, their relative value to CTS, and the desire to maintain a consistent annual target award incentive for named executive officers of CTS and other key employees.

For 2020, the minimum threshold for the Adjusted EPS metric was $1.35, the target was $1.50 and the maximum was $1.65. The minimum threshold for Companysales was $450 million with a target of $475 million and a maximum of $513 million. The minimum threshold for controllable working capital as a percentage of sales was 14%, with a target of 12.7% and a maximum of 11.4%.  Actual results are shown in the table below. The minimum threshold for Adjusted EPS was not achieved resulting in no payment under the MIP for 2020.

	2020 Management Incentive Plan Performance Goals at Target								2020 Management Incentive Plan Performance Results
Executive	2020 End-of-Year Base Salary Rate ($)		2020 Annual Target Award (%)		Adjusted EPS ($)		Sales (000s) ($)	Controllable Working Capital as a Percentage of Annual Sales (%)	Adjusted EPS ($)		Sales (000s) ($)	Controllable Working Capital as a Percentage of Annual Sales (%)	2020 Annual Incentive Earned (%)	2020 Annual Incentive Earned ($)
Kieran O’Sullivan		758,000		100		1.50	475,000	12.7%		1.12	424,066	17.3%	0%		—
Ashish Agrawal		368,750		65		1.50	475,000	12.7%		1.12	424,066	17.3%	0%		—
Luis Machado *departed CTS on July 10, 2020(1)		327,283		55		1.50	475,000	12.7%		1.12	424,066	17.3%	0%		—

⁽¹⁾ Because the target award under the MIP is generally determined based on a participant’s base salary rate as of the end of the applicable calendar year, we consider that Mr. Machado’s target award, if he had remained employed through the end of the year, would have been 55% of his base salary rate as in effect prior to the March 2020 reduction to his base salary as described above.

Despite these 2020 MIP results, in early 2021, the Compensation Committee determined to award Mr. Agrawal a discretionary bonus of $75,000 to specifically reward his individual performance during 2020 in addressing the unique challenges posed by the COVID-19 pandemic and other headwinds faced by CTS.  This amount was determined on a subjective basis by the Compensation Committee, based upon a recommendation by Mr. O’Sullivan.

Performance-Based Equity Compensation. Named executive officers may earn RSUs based upon, and thus are rewarded for, achievement of financial objectives that CTS believes are beneficial to the Company and its shareholders, or based upon CTS’ overall performance relative to peers over a longer term.

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2018-2020 Performance Restricted Stock Unit Plan.In February 2018, the Compensation Committee established the 2018-2020 Performance Restricted Stock Unit Plan. Depending upon CTS’ achievement of sales growth, operating cash flow, and CTS’ RTSR compared to the peer group of companies described below over a three-year performance period (through December 31, 2020), a named executive officer is eligible to earn an RSU award of zero to 200% of a target award opportunity established for his position. Awards are weighted 35% for achievement of the RTSR metric, 35% for achievement of the sales growth metric and 30% for achievement of the operating cash flow metric. Awards are settled on the basis of one share of CTS common stock for each earned RSU on the settlement date.

In February 2018, the Compensation Committee established a target award opportunity for each named executive officer in the form of a specific number of RSUs. The target RSU award opportunities for Messrs. O’Sullivan, Agrawal, and Machado were: 31,820; 11,377; and 9,316 respectively.

The Compensation Committee selected RTSR as a performance goal because it is a meaningful measure of CTS’ overall relative performance in comparison to its designated peers. Three-year sales growth was selected to reinforce senior management’s focus on increasing sales over the long-term. Three-year operating cash flow was selected to focus management’s attention on operational efficiency. The Compensation Committee selected a three-year performance measurement period to encourage sustained performance beneficial to shareholders over more than just an annual period.

TheCompensationCommitteealsodeterminedthevariousperformancelevelsthathadtobeachievedinordertoearnanRSU award which are shown in the graphsbelow.

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Payouts with respect to each metric are interpolated between the established levels set forth in the graphs above.  However, there is no interpolation for performance below the applicable threshold levels.

The award utilized a peer group consisting of the companies identified in this paragraph whose total stockholder return performance is compared to CTS’ performance over the three-year performance period for the RTSR measurement. A peer company may be removed from the list if it is delisted from its exchange or ceases to exist as a business entity for certain reasons not involving poor performance.  If a peer company is acquired, merged or otherwise assumed by another business entity and the resulting entity is substantially the same in size and nature of business, then it will remain in the peer group; otherwise, the peer company may be removed from the peer group.  

CMC Materials (formerly, Cabot Microelectronics Corporation)	MTS Systems Corporation
Dorman Products, Inc.	Rogers Corporation
Gentex Corporation	Stoneridge, Inc.
Littelfuse, Inc.	Strattec Security Corporation
Methode Electronics, Inc.	Vishay Precision Group, Inc.

The peer group of companies noted above originally included AVX Corporation and KEMET Corporation, but each was subsequently removed from the peer group due, in each case, to their acquisition by other companies.

Participants must remain continuously employed by CTS through the end of the three-year performance period to receive an award, subject to limited exceptions. The Compensation Committee can, in its discretion, adjust a participant’s payout of an award after consideration of other factors, including overall CTS performance and the individual participant’s contribution to CTS performance. The Compensation Committee can also adjust a payout of an award in its discretion to prevent the enlargement or dilution of the award because of extraordinary events or circumstances as determined by the Compensation Committee.

Three-year Performance Restricted Stock Unit Plans. In each of February 2019 and February 2020, the Compensation Committeeestablishedanewthree-yearperformance-basedequitycompensationprograminwhichnamedexecutiveofficersparticipate. The 2019-2021 plan uses the same metrics and weightings as the 2018-2020 plan describedabove but has different goal levels and RTSR peer companies.  The 2020-2022 plan uses the same metrics as the 2018-2020 plan described above but applies different weightings (25% for RTSR, 40% for sales growth, and 35% for operating cash flow), goal levels and RTSR peer companies.

The peer group of companies utilized for purposes of the 2019-2021 and 2020-2022 Performance Restricted Stock Unit Plans consists of the following companies:

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CMC Materials (formerly, Cabot Microelectronics Corporation)	II-VI, Inc.	Rogers Corporation
Dorman Products, Inc.	Littelfuse, Inc.	Silicon Laboratories, Inc.
Fabrinet	Materion Corp.	Stoneridge, Inc.
Gentex Corporation	Mercury Systems, Inc.	Strattec Security Corporation
Gentherm, Inc.	Methode Electronics, Inc.	Vishay Precision Group, Inc.
Haynes International, Inc.	MTS Systems Corporation

The peer group noted above originally included AVX Corporation, Electro Scientific Industries, Inc., KEMET Corporation and Maxwell Technologies, Inc., but each was subsequently removed from the peer group due, in each case, to their acquisition by other companies.

We do not disclose the specific, forward-looking goals that we established for the 2019-2021 and 2020-2022 performance-based RSUs in this Proxy Statement because (1) these goals relate to executive compensation to be earned and/or paid in future years and do not affect a fair understanding of the named executive officers’ compensation for 2020 and (2) we believe that disclosure of such goals while the applicable performance period is ongoing would cause us competitive harm.  However, we intend to disclose such goals in future proxy statements once the applicable performance periods have ended as part of our discussion and analysis about the amounts earned by the named executive officers under these awards. In setting the applicable target levels, the Compensation Committee considered how achievement of the performance goals could be impacted by events expected to occur in the coming years. We believe that the threshold goals have been established at levels that should be appropriately difficult to attain, and that the target goals will require considerable and increasing collective effort on the part of our employees, including our named executive officers, to achieve. Achievement of the maximum goal is considered to be a stretch goal given current market conditions.

TheCompensationCommitteeestablishedatargetawardopportunityforeachparticipatingnamedexecutiveofficerintheform ofaspecificnumberofRSUsforeachthree-yearperformanceplantargetingconsistentvaluebasedonthecompensationmetricsdescribed above while accounting for changes in grant date share value. The target RSU award opportunities under the 2019-2021 Performance Restricted Stock Unit Plan are: Mr. O’Sullivan, 27,782; Mr. Agrawal, 11,048; and Mr. Machado, 9,958; and under the 2020-2022 PerformanceRestrictedStockUnitPlanare:Mr.O’Sullivan,34,727;Mr.Agrawal,10,557;andMr.Machado9,515. Mr. Machado’s unvested performance-based equity awards were forfeited upon his departure from the Company effective July 10, 2020.

Performance Vesting Stock Option Plan.In May 2015, the Compensation Committee established a special five-year performance-based equity compensation program called the Performance Vesting Stock Option Plan in which all of the named executive officers participate. The plan employs achievement of $600 million in revenue in any trailing four quarters within the five-year window as a performance vesting trigger. The Compensation Committee established a target award opportunity for Mr. O’Sullivan of 100,000 options; Mr. Agrawal of 35,000 options; and Mr. Machado of 30,000 options, each with a strike price of $18.37, in the form of performance stock options. The performance vesting trigger for the Performance Vesting Stock Option Plan was not achieved during the five-year window therefore the options did not vest and were forfeited on the expiration date of May 26, 2020.

Service-Based Equity Compensation. CTS believes that stock ownership and equity-based compensation are valuable tools for motivating employees to improve, and rewarding them for improvements in, CTS’ long-term performance. In February 2020, the Compensation Committee awarded RSUs vesting over a three-year period to Messrs. Agrawal (7,040) and Machado (4,077) based on the recommendation of Mr. O’Sullivan. In making his recommendation, Mr. O’Sullivan analyzed the third-party market information provided by Compensation Strategies and subjectively considered retention and performance factors. Mr. O’Sullivan’s 2020 RSU award was recommended by the Compensation Committee and approved by the entire Board (other than Mr. O’Sullivan, who abstained in discussions and votes related to his own awards). Mr. O’Sullivan’s 2020 grant was for 22,320 RSUs based on benchmarking, retention, and performance factors. Each service-based RSU award is settled on a one-for-one basis with shares of CTS common stock upon vesting. Grants of equity awards made in 2020 are reported in the “Summary Compensation Table” and the “2020 Grants of Plan-Based Awards” table.  In connection with his departure from the Company effective July 10, 2020, Mr. Machado forfeited his unvested service-based equity awards.

Defined Contribution Plan. Substantially all U.S.-based CTS employees are eligible to participate in the CTS Corporation Retirement Savings Plan, referred to as the CTS 401(k) Plan. CTS matches an employee’s contributions dollar for dollar up to the first 3% of eligible pay, and thereafter at $0.50 for every dollar up to the next 2% of eligible pay, for a maximum matching contribution of 4%, subject to limitations under the Internal Revenue Code. All of the named executive officers participate in the 401(k) Plan.  As part of the Company’s response to the COVID-19 pandemic, the Company suspended matching contributions to the 401(k) Plan in May 2020.  In January 2021, the Company made a nonelective employer contribution of 1.3% of eligible pay up to $285,000 (which was accrued in 2020) to each CTS eligible participant in the 401(k) Plan.  This amount is included in the 2020 Summary Compensation Table.  In addition, the Company resumed making normal matching contributions to the 401(k) plan in February 2021.

OtherCompensation.CTSprovidesalimitedsetofperquisitesandothercompensationinordertoattract,retain,andmotivate thenamedexecutiveofficers.For2020,compensationfornamedexecutiveofficersincludedreimbursementsfortaxpreparationservices, financial planning services, and an annual executive physical. The reimbursement for tax preparation services is capped at $2,500 for each

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named executive officers. The reimbursement for financial planning services is capped at $5,000 for each named executive officer. The reimbursement for executive physicals is capped at $2,000 for each of the named executive officers and their respective spouses. The footnotes to the 2020 Summary Compensation Table delineate the various perquisites named executive officers received for2020.

Health and Welfare Benefits. Named executive officers are also eligible to participate in a standard set of health and welfare benefits,includingmedicalinsurance,dentalinsurance,visioninsurance,lifeinsurance,accidentaldeathanddismembermentinsurance, disabilityinsurance,dependentlifeinsurance,anemployeeassistanceplan,andhealthcareanddependentcarereimbursementaccounts. Thesametermsofparticipationthatapplytosalariedemployeesgenerallygoverntheparticipationofnamedexecutiveofficersinthese benefits.

Departure of Mr. Machado.  As noted above, Mr. Machado departed the Company effective July 10, 2020 and did not receive any severance compensation or enhanced benefits in connection with his departure.

Agreements and Arrangements with Named Executive Officers

Executive Severance Policy. In 2009, CTS enacted an Executive Severance Policy. This policy formalized and standardized CTS’ severance practices for certain officers and key employees. For more on the executive severance policy, please see the section of this Proxy Statement titled “Potential Payments Upon Termination or Change-in-Control” below.

Change-In-Control Severance Agreements. CTS has entered into change-in-control severance agreements with the named executive officers, the purpose of which is to help CTS retain named executive officers and encourage them to focus on corporate interests during times of change and uncertainty. As discussed in the “Potential Payments Upon Termination or Change-in-Control” section, these agreements reduced or eliminated certain payments, including an excise tax gross-up, and placed a cap on the total severance benefit. For more on the severance agreements, please see the section of this Proxy Statement titled “Potential Payments Upon Termination or Change-in-Control” below.

Stock OwnershipGuidelines

Seethesectiontitled“StockOwnershipGuidelinesforExecutivesandDirectors”ofthisProxy Statement foradiscussionofCTS’Stock OwnershipGuidelines.

CTS Securities Hedging/Pledging Policy

CTS has adopted a policy prohibiting officers, directors and certain other employees who receive CTS securities from engaging in any transaction in which they may profit from short-term speculative swings in the value of those securities or from pledging CTS’ securities in lending transactions. These individuals may not trade in options, warrants, puts and calls or similar instruments relating to CTS securities, and may not engage in hedging or monetization transactions designed to minimize the risk in owning CTS securities, such as zero-cost collars and forward sale contracts. These individuals also may not pledge CTS’ securities as collateral for a loan, including, without limitation, in a margin account. The prohibitions described above do not apply to the exercise of stock options granted as a part of a CTS incentive plan.

Policy on Recovery of Awards

TheCTSCorporation2014PerformanceandIncentiveCompensationPlanunderwhichvariousperformance-basedandservice-basedequitygrantshavebeenmadeincludesaprovisiontoaddressrecoupmentofincentiveawardsintheeventoffinancialrestatements. IftheBoardlearnsofanyintentionalmisconductbyaplanparticipantthatcontributestoCTS’havingtorestateitsfinancialstatements, the Board may require that individual to reimburse CTS for the difference between any award he or she received and the amount ofthe award he or she would have received based on the financial results as restated. The CTS Corporation 2018 Equity and Incentive Compensation Plan provides that any award agreement under the plan may reference a clawback policy of the Company or provide for thecancellationorforfeitureofanawardortheforfeitureandrepaymenttotheCompanyofanygainrelatedtoanaward,orothersimilar provisions,uponsuchtermsandconditionsasmaybedeterminedbytheCompensationCommittee,ifaparticipantengagesindetrimental activity.Further,anyawardagreementunderthe2018EquityandIncentiveCompensationPlanoraclawbackpolicymayalsoprovide forthecancellationorforfeitureofanawardortheforfeitureandrepaymenttotheCompanyofanybenefitrelatedtoanaward,orother similar provisions, upon such terms and conditions as may be required by the Compensation Committee or under Section 10D of the ExchangeAct.Inaddition,theCompensationCommitteeCharterprovidesthattheCommitteemayadoptaclawbackpolicyasmaybe required or advisable under any law or regulation. The Compensation Committee reviews its Charter and policies at least annually to ensure appropriate recoupment of compensation is available to theCompany.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and approved its inclusion in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to

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the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in CTS’ Annual Report on Form 10-K for the year ended December 31, 2020.

CTS Corporation 2020 Compensation Committee

Patricia K.Collawn,Chairman	Robert Profusek
Alfonso G. Zulueta

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EXECUTIVE COMPENSATION

2020 Summary Compensation Table

Name and Principal Position	Year	Salary(1) ($)		Bonus(2) ($)		Stock Awards (3) ($)		Option Awards ($)		Non- Equity Incentive Plan Compensation(4) ($)		Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation(5) ($)		Total ($)
Kieran M. O’Sullivan	2020		721,850		—		1,757,596		—		—		—		21,351		2,500,797
President and	2019		750,146		—		1,669,389		—		—		—		18,700		2,438,235
Chief Executive Officer	2018		723,113		—		1,399,106		—		1,300,958		—		18,500		3,441,677
Ashish Agrawal	2020		355,135		75,000		555,851		—		—		—		14,151		1,000,137
Vice President and	2019		364,932		—		530,247		—		—		—		16,364		911,543
Chief Financial Officer	2018		350,896		—		500,315		—		411,386		—		16,129		1,278,726
Luis F. Machado	2020		162,886		—		432,648		—		—		—		5,131		600,665
Former Vice President,	2019		325,133		—		409,538		—		—		—		18,630		753,301
General Counsel & Secretary	2018		316,796		—		409,584		—		313,596		—		12,394		1,052,370

⁽¹⁾ Salary shown reflects regular base earnings for each calendar year which varies from the base salary rates referenced elsewhere in this disclosure.

⁽²⁾ Amount reflects a discretionary bonus for Mr. Agrawal’s performance during 2020 in addressing the unique challenges posed by the COVID-19 pandemic and other headwinds faced by CTS.

⁽³⁾ The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 of stock awards granted during the year. Amounts reflected consist of service-based and performance-based awards. For the performance-based awards reported in this column, such amounts are based on the probable outcome of the relevant performance conditions as of the grant date and therefore are at target. Assuming that the highest level of performance is achieved for these awards, the grant date fair value of all reported awards for 2020 would be: Mr. O’Sullivan, $2,842,691; Mr. Agrawal, $899,587; and Mr. Machado $742,457. Mr. Machado’s awards were forfeited upon his departure from CTS effective July 10, 2020.

⁽⁴⁾ Amounts represent payments earned under the MIP in respect of that year’s performance and paid in the subsequent year.

⁽⁵⁾ Amounts in this column for 2020 reflect values for financial planning and tax preparation services, as well as a CTS match under the 401(k) Plan of $10,146 for Mr. O’Sullivan; $4,992 for Mr. Agrawal; and $4,431 for Mr. Machado.  In addition, the amounts reflect a nonelective Company contribution of $3,705 (which was accrued in 2020) to each of Messrs. O’Sullivan and Agrawal under the 401(k) Plan.

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2020 Grants of Plan-Based Awards

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock		All Other Option Awards: Number of Securities Underlying		Exercise or Base Price Of Option		Grant Date Fair Value of Stock and Option
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		or Units (#)		Options (#)		Awards ($/Sh)		Awards ($)
Kieran M. O'Sullivan
2020 Management    Incentive Plan		-		379,000		758,000		1,516,000		-		-		-		-		-		-		-
2020-2022 Performance    Restricted Stock    Unit Plan(1)	2/6/2020			-		-		-	16,663		33,326		66,652			-		-		-		1,085,095
2020 Service-based    Restricted Stock    Unit Plan(2)	2/6/2020			-		-		-		-		-		-	22,320			-		-		672,502
Ashish Agrawal
2020 Management    Incentive Plan		-		119,844		239,688		479,375		-		-		-		-		-		-		-
2020-2022 Performance    Restricted Stock    Unit Plan(1)	2/6/2020			-		-		-	5,279		10,557		21,114			-		-		-		343,736
2020 Service-based    Restricted Stock    Unit Plan(2)	2/6/2020			-		-		-		-		-		-	7,040			-		-		212,115
Luis F. Machado
2020 Management    Incentive Plan		-		90,003		180,006		360,012		-		-		-		-		-		-		-
2020-2022 Performance    Restricted Stock    Unit Plan(1)	2/6/2020			-		-		-		4,758	9,515		19,030			-		-		-		309,808
2020 Service-based    Restricted Stock    Unit Plan(3)	2/6/2020			-		-		-		-		-		-	4,077			-		-		122,840

⁽¹⁾ In February of 2020, the Compensation Committee established terms applicable to performance-based equity compensation awards for fiscal years 2020-2022 under the CTS Corporation 2018 Equity and Incentive Compensation Plan. RSUs for achievement of the performance goals will be issued in 2023 following certification of 2022 fiscal year results by CTS’ independent auditor.  Mr. Machado’s unvested performance-based RSUs were forfeited upon his departure from CTS effective July 10, 2020.

⁽²⁾ Service-based RSUs under the 2018 Equity and Incentive Compensation Plan vest 1/3 annually on the anniversary of the grant date.  Mr. Machado’s unvested service-based RSUs were forfeited upon his departure from CTS effective July 10, 2020.

Compensation Arrangements. CTS did not have employment agreements with any named executive officers for 2020. In an effort to formalize and standardize CTS’ severance practices for other officers and key employees, CTS enacted an Executive Severance Policy in 2009, and CTS maintains change-in-control severance agreements with the named executive officers. For more on the executive change-in-control severance agreements and the Executive Severance Policy, please see the section of this Proxy Statement titled “Potential Payments upon Termination or Change-in-Control” below.

Annualbasesalaryforeachnamedexecutiveofficer,otherthanMr.O’Sullivan,isdeterminedbytheCompensationCommittee. Mr. O’Sullivan’s annual base salary is determined by the Board based on recommendations by the Compensation Committee. Mr. O’Sullivan does not receive any compensation for his service as adirector.

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Outstanding Equity Awards at 2020 Fiscal Year-End

	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Kieran M. O’Sullivan	—		—		—		—		45,019	(3)		1,545,502		99,873		3,428,640
Ashish Agrawal	—		—		—		—		14,525	(4)		498,643		32,982		1,132,272
Luis F. Machado	—		—		—		—		—	(5)		—		—		—

⁽¹⁾ In May of 2015, the Compensation Committee established terms applicable to the Performance Vesting Stock Option Plan under the CTS Corporation 2014 Performance and Incentive Compensation Plan. These Performance Options will vest only upon achievement of $600 million in revenue in any trailing four quarters within the five-year performance window.   The performance vesting trigger for the Performance Vesting Stock Option Plan was not achieved during the five-year window therefore the options did not vest and were forfeited on the expiration date of May 26, 2020.

⁽²⁾ Any award issued under the three-year performance program will vest following certification of the Company’s financial results for the last year of the measurement period. Mr. O’Sullivan’s awards are comprised of 31,820 shares under the 2018-2020 Plan, 34,727 shares under the 2019-2021 Plans, and 33,326 shares under the 2020-2022 Plan. Mr. Agrawal’s awards are comprised of 11,377 shares under the 2018-2020 Plan, 11,048 shares under the 2019-2021 Plan, and 10,557 shares under the 2020-2022 Plan. Mr. Machado’s unvested performance-based equity awards were forfeited upon his departure from CTS effective July 10, 2020.

⁽³⁾ Mr. O’Sullivan’s 45,019 service-based RSUs have vested or will vest as follows: 7,440 on February 6, 2021; 7,752 on February 7, 2021; 7,194 on February 16, 2021; 7,440 on February 6, 2022; 7,753 on February 7, 2022; and 7,440 on February 6, 2023.

⁽⁴⁾ Mr. Agrawal’s 14,525 service-based RSUs have vested or will vest as follows: 2,347 on February 6, 2021; 2,456 on February 7, 2021; 2,573 on February 8, 2021; 2,346 on February 6, 2022; 2,456 on February 7, 2022; and 2,347 on February 6, 2023.

⁽⁵⁾ Mr. Machado’s unvested service-based RSUs were forfeited upon his departure from CTS effective July 10, 2020.

2020 Option Exercises and Stock Vested

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Kieran M. O’Sullivan		—		—		75,679		2,224,341
Ashish Agrawal		—		—		25,236		740,172
Luis F. Machado		—		—		18,998		557,211

⁽¹⁾ Gross value prior to withholding.

Potential Payments Upon Termination or Change-in-Control

Change-in-Control Severance Agreements. CTS has entered into change-in-control severance agreements with the named executive officers, the form of which is disclosed as Exhibit 10(x) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. Under these agreements, a change-in-control is defined generally as: (1) the acquisition by any person of 25% or more of CTS’ voting stock, subject to certain exceptions; (2) the incumbent board members ceasing to constitute a majority of the Board; (3) a reorganization, merger, consolidation, or sale of all or substantially all of CTS’ assets, subject to certain exceptions; or (4) the approval by the shareholders of a complete liquidation or dissolution of CTS, subject to certain exceptions.

An eligible named executive officer is entitled to severance compensation if, within three years after a change-in-control, the named executive officer terminates his or her employment for good reason or his or her employment is terminated by CTS or its successor for any

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reason other than cause, disability, or death. Good reason is defined generally as: (1) the failure to maintain the named executive officer in his or her office or position or an equivalent or better office or position; (2) a significant adverse change in the nature of the named executive officer’s duties; (3) a reduction in the named executive officer’s base or incentive pay or an adverse change in any employee benefits; (4) the named executive officer’s good faith determination that, as a result of a change in circumstances following the change-in-control, he or she is unable to carry out or has suffered a substantial reduction in the duties he or she had prior to the change-in-control; (5) a successor entity’s failure to assume all obligations of CTS under the severance agreement; (6) CTS or its successor moves the named executive officer’s principal work location by more than 35 miles or requires him or her to travel at least 20% more; (7) CTS or its successor commits any material breach of the severance agreement; or (8) CTS’ common stock ceases to be publicly traded or listed on the New York Stock Exchange. Cause is defined generally as a separation from service resulting from the executive: (a) being convicted of a crime involving fraud, embezzlement or theft in connection with work duties or responsibilities; (b) intentionally and wrongfully damaging CTS property; (c) intentionally and wrongfully disclosing CTS’ confidential information; or (d) intentionally and wrongfully competing with CTS without CTS’ consent, subject to certain exceptions.

If the change-in-control severance agreement is triggered, the severance compensation to which the named executive officer is entitled includes: (1) a lump sum payment equal to two times the sum of the greater of the executive’s base salary at the time of the change-in-control or his average base salary over the three years prior to termination, plus the greater of his average incentive pay over the three years prior to the change-in-control and his target incentive pay for the year in which the change-in-control occurred; (2) continued availability of medical and dental benefits for 24 months following termination at the executive’s expense, with CTS reimbursing the executive for the portion of the premium in excess of the employee share for such coverage, provided that the obligation to provide these benefits will be reduced to the extent medical and dental benefits are provided by another employer; (3) reimbursement of up to $30,000 for outplacement services; and (4) only in the case of Mr. O’Sullivan, in consideration of the non-compete provision contained in his severance agreement, a lump sum payment equal to one times the sum of 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 the greater of his average incentive pay over the three years prior to the change-in-control and his target incentive pay for the year in which the change-in-control occurred.

In addition, if any payments made to the named executive officer would be subject to excise tax under the “golden parachute” rules of Sections 280G and 4999 of the Internal Revenue Code, those payments will be reduced so that no portion will exceed the “excess parachute payment” threshold that would trigger the excise tax.

The payment scheme is designed to comply with Section 409A of the Code; lump sum payments of severance compensation are generally to be made as soon as practicable but not more than ninety days after the named executive officer separates from service, provided however, that if the named executive officer is a “Specified Employee” within the meaning of Section 409A of the Code, then the payment shall be made on the earlier of the first day of the seventh month following the date of the named executive officer’s separation from service or the named executive officer’s death. Payment of severance compensation under the change-in-control severance agreement will be reduced to the extent of any corresponding payments under any other agreement.

To the extent that a named executive officer receives severance benefits under the change-in-control severance agreement, the named executive officer may not, for a period of one year following his termination date, participate in the management of any business which engages in substantial and direct competition with CTS or its successor. In addition, for a period of four years after separation from service, the named executive officer may not solicit any corporate employee to leave employment with CTS or any of its subsidiaries, may not hire or engage any person who was employed with CTS or any of its subsidiaries and may not assist any organization with whom the named executive officer is associated in taking such actions. The named executive officer is generally entitled to be reimbursed by CTS for legal fees incurred to enforce his rights under the severance agreement.

Change-in-Control Severance Agreement Table

Assuming that a change-in-control event occurred and (unless otherwise indicated) that the named executive officer’s employment was terminated by the Company without cause or by the named executive officer for good reason on December 31, 2020, the estimated severance compensation provided to each named executive officer (other than Mr. Machado) is shown in the table below.  Mr. Machado’s

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actual arrangement in connection with his departure from the Company effective July 10, 2020 is discussed separately below in this disclosure.  

Name	Severance: Base Salary & Incentive Pay ($)		Welfare Benefits Equivalent ($)		Perquisites: Outplacement ($)		Accelerated Vesting & Exercise Rights/Lapse of Restriction On Equity Awards(1) ($)		280G Reduction ($)		Total ($)
Kieran M. O’Sullivan		5,608,366		48,360		30,000		4,974,142		—		10,660,868
Ashish Agrawal		1,436,303		42,946		30,000		1,630,915		—		3,140,164

⁽¹⁾ Assuming that only a change-in-control event occurred on December 31, 2020, in terms of their equity awards, our named executive officers would have received the following value for the “single trigger” acceleration at target of their outstanding service-based RSUs and performance-based RSUs, respectively: Mr. O’Sullivan, $1,545,502, and $3,428,640; and Mr. Agrawal, $498,643, and $1,132,272.

Executive Severance Policy

As discussed above, to formalize and standardize the Company’s severance practices for officers and key employees, CTS enacted an Executive Severance Policy in 2009. An eligible named executive officer whose employment with the Company is terminated will be eligible for severance benefits under the policy unless the termination is: (1) for cause or resulting from gross or willful misconduct; (2) a resignation, other than a resignation that qualifies as an “involuntary separation from service” within the meaning of Section 409A of the Internal Revenue Code; (3) a layoff or furlough, unless the layoff or furlough is subsequently converted to a termination; (4) due to death or transfer to a disability status; (5) due to retirement, except in the case of the President and Chief Executive Officer; (6) due to inability to return from a medical leave even though unable to meet disability status requirements, unless the cause for the medical leave was covered by worker’s compensation; (7) due to the sale of a CTS facility, division, or operation when the named executive officer has been offered employment in a comparable position by the successor organization as a part of the sale; or (8) due to a change-in-control and the named executive officer is the beneficiary of a change-in-control severance agreement and eligible for payment under that agreement.

There are three levels of severance benefits specified in the Policy: Tier 2; Tier 1; and the President and Chief Executive Officer level. CTS’ President and Chief Executive Officer may recommend, and the Board will designate from time to time, which officers are eligible for Tier 2 and Tier 1 benefit levels. Mr. O’Sullivan is eligible for the President and Chief Executive Officer specified benefit level. Mr. Agrawal is (and prior to his departure from the Company, Mr. Machado was) eligible for Tier 1 severance benefits.

Under the policy, an eligible, terminated Tier 2 named executive officer will receive the following severance benefits: (1) severance pay in installments equal to 9 months of his or her base salary in effect immediately prior to termination; (2) for 9 months following the date of the named executive officer’s termination, the continuing availability of the medical and dental benefits (but not long-term or short-term disability benefits) that the named executive officer had elected and was eligible to receive as of the date of the named executive officer’s termination, with the cost of such coverage to be shared by the Company and the named executive officer on the same basis as in effect prior to the named executive officer’s termination, with the named executive officer required to make monthly premium payments, provided that, if the medical and dental coverage is not or cannot be paid or provided under any policy, plan, program or arrangement by the Company or any subsidiary, then the Company will itself pay or provide for such equivalent coverage to the named executive officer, and his or her dependents and beneficiaries; and (3) reimbursement of an amount up to $15,000 for outplacement services that are obtained until December 31st of the second year following the named executive officer’s termination, from a firm selected by the named executive officer.

Under the policy, an eligible, terminated Tier 1 named executive officer will receive the following severance benefits: (1) severance pay in installments equal to 12 months of his or her base salary in effect immediately prior to termination; (2) for 12 months following the date of the named executive officer’s termination, the continuing availability of the medical and dental benefits (but not long-term or short-term disability benefits) that the named executive officer had elected and was eligible to receive as of the date of the named executive officer’s termination, with the cost of such coverage to be shared by the Company and the named executive officer on the same basis as in effect prior to the named executive officer’s termination, with the named executive officer required to make monthly premium payments, provided that, if the medical and dental coverage is not or cannot be paid or provided under any policy, plan, program or arrangement by the Company or any subsidiary, then the Company will itself pay or provide for such equivalent coverage to the named executive officer, and his or her dependents and beneficiaries; and (3) reimbursement of an amount up to $30,000 for outplacement services that are obtained until December 31st of the second year following the named executive officer’s termination, from a firm selected by the named executive officer.

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Also pursuant to the policy, if the President and Chief Executive Officer were to be terminated in an eligible manner, he will receive the following severance benefits: (1) severance pay in installments equal to two times the sum of (a) his base salary in effect at the time of termination of employment, and (b) an amount equal to his target annual incentive compensation for the calendar year ending prior to the date of termination of employment; (2) the continuing availability of medical and dental benefits for a period of 24 months following the date of his termination, otherwise on the same terms as Tier 1 and Tier 2 executives; (3) to the extent permitted by CTS’ equity plans, the vesting of any outstanding unvested service-based RSUs or other equity awards granted to him under CTS’ equity plans will be accelerated and such equity awards will be fully vested as of the date of his termination of employment and payable in accordance with their existing terms; (4) for any outstanding unvested performance-based RSUs, outstanding unvested performance shares, or any other outstanding unvested equity incentive available under any then-current performance-based equity program, to the extent permitted by CTS’ equity plans, such awards will become non-forfeitable as of the date of his termination of employment. At the end of the applicable performance period, CTS shall calculate the degree to which the awards were earned based on actual performance, and then settle any earned awards on a pro-rata basis, in accordance with the portion of the actual performance period that elapsed prior to his termination, in accordance with the existing terms of such awards; and (5) reimbursement of an amount up to $30,000 for outplacement services that are obtained following his termination, on the same terms as the Tier 1 and Tier 2 executives. In addition, if the President and Chief Executive Officer gives the Board at least 12 months formal notice of his intent to terminate his employment voluntarily due to his retirement and maintains continuous employment through such 12-month period, upon retirement, he will be entitled to the severance benefits described in sections (2), (3), and (4) of this paragraph.

It is intended that the severance benefits not duplicate substantially similar benefits payable under any change-in-control severance agreement. Further, named executive officers shall not be eligible to receive benefits under any other CTS severance policy applicable to exempt salaried employees. In order to receive the severance benefits under the policy, the named executive officer must execute a release of all claims in favor of the Company, its employees, officers and directors within a specified time, must not compete with the Company for a period of 12 months following termination unless the Company consents, and for a period of 12 months following termination must not solicit any employee to leave employment with the Company or any of its subsidiaries, may not hire or engage any person who was employed with CTS or any of its subsidiaries, and may not assist any organization with whom the named executive officer is associated in taking such actions.

Payments are designed to comply with Section 409A of the Internal Revenue Code. In addition, if any payment under the policy would constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code, the payments will be reduced to the minimum extent necessary so that no portion of any payment or benefit will constitute an excess parachute payment, provided however, that the reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, or any successor provision, or any other tax).

The Board has the right in its sole and absolute discretion to amend the policy or terminate it prospectively, provided that the policy may not be amended by the Board in any manner which is materially adverse to any named executive officer without that named executive officer’s written consent. Notwithstanding the foregoing, the Board may amend the policy at any time to reflect changes required by the Internal Revenue Code and the policy will remain in effect until terminated by the Board.

The table below shows the estimated severance compensation for each named executive officer, assuming that executive was terminated in a manner making him eligible for severance under the Executive Severance Policy on December 31, 2020.

Executive Severance Policy

Name	Severance ($)		Health and Dental Benefits ($)		Vesting of Stock Options ($)		Vesting of Unvested Service-Based Equity Awards ($)		Vesting and Pro-Rata Settlement of Performance- Based Equity Awards at Target ($)		Outplacement ($)		Total ($)
Kieran M. O’Sullivan		2,973,656		48,360		—		1,545,502		2,268,526		30,000		6,866,045
Ashish Agrawal		368,750		21,473		—		—		—		30,000		420,223

Departure of Mr. Machado During 2020

As discussed above, Mr. Machado departed the Company effective July 10, 2020.  He did not receive any severance compensation or enhanced benefits in connection with his departure.

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CEO Pay Ratio

For the 2020 fiscal year, the ratio of the annual total compensation of Mr. O’Sullivan, our Chief Executive Officer (“CEO Compensation”), to the median of the annual total compensation of all of our employees other than our Chief Executive Officer (“Median Annual Compensation”) was 207 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. In this summary, we refer to the employee who received such Median Annual Compensation as the “Median Employee”. For purposes of this disclosure, the date used to identify the Median Employee was November 30, 2020 (the “Determination Date”).  For purposes of administrative convenience and data collection reasons, we used November 30 as our 2020 Determination Date, rather than the October 6 determination date used in our prior pay ratio disclosures.

As discussed above, Mr. O’Sullivan served as our Chief Executive Officer during the 2020 fiscal year. CEO Compensation for purposes of this disclosure is $2,500,797, which is the total compensation reported for Mr. O’Sullivan in the Fiscal 2020 Summary Compensation Table for the 2020 fiscal year.

For purposes of this disclosure, Median Annual Compensation was $12,056 in 2020, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2020 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K.

To identify the Median Employee, we first determined our employee population as of the Determination Date. We had 3,646 employees, representing all full-time, part-time, seasonal and temporary employees of the Company and its consolidated subsidiaries as of the Determination Date of which 539 were based in the United States. We excluded a total of 60 employees, representing less than 5% of the total, based in small offices in Singapore (14), Japan (10), India (5), Denmark (24), United Kingdom (5) and Germany (2), yielding a total number of 3,586 employees. We then measured recurring cash compensation (for example, base salary or wages, overtime, and shift differential pay) for the eleven-month period ending on the Determination Date, and annualized each result for permanent employees, while avoiding creating full-time equivalencies. We did not make any cost-of-living adjustments in calculating compensation for the Median Employee.

As discussed under the Compensation Discussion and Analysis section of this Proxy Statement, CTS sets named executive officer pay based on a number of factors including competitive market analysis and benchmarking against peers and targets a significant proportion of executive compensation as performance-based. The pay ratio and Median Annual Compensation disclosed above reflect that a substantial percentage of CTS’ employees are engaged in manufacturing in “best cost” countries and CTS pays a competitive wage in those locations aimed at attracting and retaining qualified employees using local benchmarks. The pay ratio between disparate locations and functions is not considered a relevant factor and does not inform individual compensation decisions. The pay ratio may vary significantly over time, as a large percentage of the Chief Executive Officer’s compensation is performance based while our Median Employee’s compensation is primarily based on an hourly wage and does not reflect company performance. The assumptions used in the calculation of our estimated pay ratio are specific to our Company and our employee population; therefore, our pay ratio may not be comparable to the pay ratios of other companies, including the companies in our compensation peer group.

2020 Director Compensation*

*In response to the impacts of the COVID-19 pandemic on our businesses and employees, the Board of Directors decided to reduce payment of Board retainers and committee fees by 10% from March 27, 2020 until the restoration and reinstatement of employee base salaries which occurred in October 2020.  Fees earned or paid in cash reflect such reduction.

Name	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		Total ($)
Patricia K. Collawn		78,000		122,766		200,766
Gordon Hunter		68,250		122,766		191,016
William S. Johnson		78,000		122,766		200,766
Ye Jane Li(2)		36,750		122,766		159,516
Diana Murphy(3)		23,300		122,766		146,066
Robert A. Profusek		83,950		122,766		206,716
Alfonso G. Zulueta		57,000		122,766		179,766

¹⁾ On November 5, 2020, 4,200 RSUs were awarded to each then-serving non-employee director for 2020 service based on the closing price of CTS common stock of $29.23 per share. The dollar amounts reported in this column represent the grant date fair value of such awards as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, equal to the number of units awarded multiplied by the $29.23 closing price of CTS’ common stock on the date of grant. These awards generally vest on the first anniversary of the grant date and will be distributed upon vesting absent a deferral election by the director. Aside from the 4,200 RSUs held by each non-employee director (other than Diana Murphy), the non-employee directors had no other unvested stock or option awards outstanding at 2020 fiscal year-end.

⁽²⁾ Ms. Li’s cash compensation for committee services was prorated based on her election on May 14, 2020.

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⁽³⁾ Ms. Murphy did not stand for re-election at our 2020 Annual Meeting of Shareholders.

Director Compensation. Employee directors receive no compensation for serving on the Board or Committees of the Board. Compensation for non-employee directors is determined by the Board based on recommendations by the Compensation Committee. In addition, CTS reimburses non-employee directors for reasonable travel expenses related to their performance of services and for director education programs. Director compensation is divided into two components: a cash component and a stock-based component.

Each director is entitled to receive a base annual cash retainer at the rate of $60,000 in cash. In addition to the base annual retainer, for 2020 service, the Lead Independent Director retainer is $20,000 per year, the Audit Committee Chairman and Compensation Committee Chairman retainer is $20,000 per year each, and the Nominating and Governance Committee and Technology and Transactions Committee Chairmen retainer is $10,000 per year each.  As noted above, in response to the impacts of the COVID-19 pandemic on our businesses and employees, the Board of Directors decided to reduce payment of Board retainers and committee fees by 10% from March 27, 2020 until the restoration and reinstatement of employee base salaries, which occurred in October 2020.

The Board has established an annual stock-based compensation target for each non-employee director that may be amended from time to time. The annual stock-based compensation target for 2020 service was targeted at $120,000 per non-employee director, with the number of shares rounded to the next hundred. Since 2005, the stock-based compensation target compensation has been paid with grants of RSUs. The RSUs for 2020 service generally vest after one year. The grants provide directors with the opportunity to defer distribution of some or all of the RSUs until separation from service with the Board, a date certain, or a series of dates according to a schedule. Non-employee directors do not receive dividends or other earnings on deferred RSUs.

CTS does not currently have a retirement plan for non-employee directors. In 1990, CTS adopted the Stock Retirement Plan for Non-Employee Directors. Under that plan, a deferred common stock unit account was established for each non-employee director. Through January 2004, 800 common stock units and additional units representing dividends on CTS common stock paid were credited annually to each non-employee director’s account. When a non-employee director retires from the Board, he or she receives one share of CTS common stock for each deferred common stock unit credited to his or her account. On December 1, 2004, the Board amended the plan to terminate the crediting of additional units to the deferred common stock unit accounts. The number of deferred common stock units credited to each director’s account is shown in the Directors’ and Officers’ Stock Ownership table.

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT AUDITOR FOR 2021

GrantThorntonLLPhasservedasCTS’independentauditorsinceJune2005andhasbeenappointedbytheAuditCommittee tocontinueasCTS’independentauditorfor2021.IntheeventthatratificationoftheappointmentofGrantThornton LLPasindependent auditorfor2021isnotapprovedbytheshareholdersattheAnnualMeeting,theBoardwillreviewtheAuditCommittee’sfutureselection of independentauditors.

During the Annual Meeting, representatives of Grant Thornton LLP will be available to respond to appropriate questions and will be afforded an opportunity to make such statements as they desire.

Your Board recommends a vote FOR ratification of the appointment of Grant Thornton LLP as independent auditor for 2021.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee acts pursuant to its written charter adopted by the Board, a copy of which may be obtained from CTS’ website at http://www.ctscorp.com/wp-content/uploads/ACC.pdf. All members of the Audit Committee are financially literate and independent as defined in the NYSE Corporate Governance Listing Standards.

The Audit Committee has reviewed and discussed with CTS management and Grant Thornton LLP, CTS’ independent auditor, the audited consolidated financial statements of the Company for 2020; has discussed with the independent auditor the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; has received from the independent auditor the written disclosures and letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence; and has discussed with the independent auditor its independence. Based on the review and discussions described above, the Audit Committee recommended to the Board that the financial statements be included in CTS’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for filing with the SEC.

CTS Corporation 2020 Audit Committee

William S. Johnson, Chairman; Gordon Hunter; and Alfonso G. Zulueta

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Independent Auditor

Grant Thornton LLP has served as CTS’ independent auditor since 2005. Grant Thornton LLP representatives plan to attend theAnnualMeeting,makeastatementiftheydesiretodoso,andwillbeavailabletorespondtoappropriatequestionsfromshareholders. ThefollowingtablepresentsfeesforprofessionalauditandotherservicesprovidedbyGrantThornton LLPtoCTSfortheyearsended December 31, 2020 and December 31,2019.

	Audit Fees		Audit Related Fees(1)		Tax Fees(2)		All Other Fees(3)
2020	$	1,053,000	$	39,900	$	71,295	$	30,640
2019	$	1,362,423	$	37,800	$	66,888	$	30,370

⁽¹⁾ Pension Plan and 401(k) Plan audits and transaction duediligence.

⁽²⁾ Tax compliance fees related to certain of CTS’subsidiaries.

⁽³⁾ Environmental agreed upon procedures and foreign social security contribution review.

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditors. The Audit Committee annually reviews audit and non-audit services proposed to be rendered by Grant Thornton LLP during the fiscal year.

The Audit Committee has delegated authority to (1) the Audit Committee Chairman to grant pre-approval of services by the independent auditors, provided that the Chairman reports on any such pre-approval decisions at the next scheduled meeting of the Audit Committee, and (2) the Company to grant pre-approval of services by the independent auditors in an aggregate amount not to exceed $50,000 in one year, provided that the Company reports any such pre-approval decisions at the next scheduled meeting of the Audit Committee. All of the services rendered by Grant Thornton LLP were approved by the Audit Committee or were rendered pursuant to the de minimis exception established under the rules of the SEC.

2020 ANNUAL REPORT ON FORM 10-K

UponreceiptofthewrittenrequestofashareholderowningsharesofCTScommonstockontheRecordDateaddressed totheCorporateSecretaryofCTSCorporation,4925IndianaAvenue,Lisle,Illinois60532,CTSwillprovidetosuchshareholder, without charge, a copy of its 2020 Annual Report on Form 10-K, including the financial statements and financial statement schedule. You may also call investor relations at (630) 577 8800, email at shareholder.services@ctscorp.com, or obtain the report on CTS’ website athttp://www.ctscorp.com.

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Shareholders to be held on May 13,2021.

ThisProxyStatement,alongwithourAnnualReportonForm10-KforthefiscalyearendedDecember31,2020, are available free of charge on the Investor Relations section of our website at http://www.ctscorp.com/investors.

By Order of the Board of Directors,

Scott D’Angelo

Corporate Secretary

Lisle, Illinois

April 1, 2021

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FREQUENTLY ASKED QUESTIONS ABOUT THE

2021 ANNUAL MEETING OF SHAREHOLDERS AND VOTING

The following is important information in a question and answer format regarding the Annual Meeting and voting.

Q: Upon what may Ivote?

A: (1)      Election of director nominees to serve on theBoard;

(2) Approval, on an advisory basis, of the compensation of CTS’ named executiveofficers; and

(3) Ratification of the appointment of Grant Thornton LLP as CTS’ independent auditor for 2021.

Q: How does the Board recommend that Ivote?

A: The Board recommends that youvote:

(1) FOR each of the director nominees identified in this ProxyStatement;

(2) FOR advisory approval of CTS’ named executive officercompensation; and

(3) FOR ratification of the appointment of Grant Thornton LLP as CTS’ independent auditorfor 2021.

Q: How will voting on any other business beconducted?

A: We are not aware of any other business to be brought before the shareholders at the Annual Meeting. However, if any other business is properly presented for shareholder consideration, your signed proxy card gives authority to Kieran O’Sullivan, Chairman,PresidentandChiefExecutiveOfficer,andScott D’Angelo,VicePresident,GeneralCounselandCorporateSecretary, to vote on those matters at theirdiscretion.

Q: How many votes are needed for approval of each proposal presented in this ProxyStatement?

A: Assuming that at least a majority of the shares of CTS common stock are represented at the Annual Meeting, either in person or by proxy:

(1) The seven director nominees receiving the most votes will be elected. Only votes cast for a nominee will have an impactontheelectionofdirectors.Abstentions,brokernon-votesandinstructionsonyourproxytowithholdauthority tovoteforoneormoreofthenomineeswillhavenoimpactastheywillonlyresultinthosenomineesreceivingfewer votes;

(2) Anaffirmativevoteofamajorityofvotescastisnecessarytoapprove,onanadvisorybasis,thecompensationofCTS’ namedexecutiveofficers,althoughsuchvotewillnotbebindingonCTS.Abstentionsandbrokernon-voteswillhave no impact on the outcome of thisproposal; and

(3) The Audit Committee’s appointment of Grant Thornton LLP as CTS’ independent auditor for 2021 will be ratified if a majority of the votes cast support the appointment. Your broker or other nominee will be able to vote your shares with respect to this proposal without your instructions because the proposal to ratify the appointment of Grant Thornton LLP is considered “routine.” Abstentions will have no impact on the outcome of this proposal.

Q:     Who is entitled tovote?

A: Shareholders of record at the close of business on March 15, 2021, which is referred to in this Proxy Statement as the Record Date, are entitled to vote at the Annual Meeting. As of the close of business on the Record Date, there were 32,348,360 shares of CTScommonstockissuedandoutstanding.EveryshareholderisentitledtoonevoteforeachshareofCTScommonstockheld on the RecordDate.

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Q: How do Ivote?

A: Please follow the instructions on your Notice of Internet Availability of Proxy Materials to vote online or by telephone up until 11:59 p.m. Eastern Time on May 12, 2021. Of course, you may always vote in person at the meeting. You may revoke your proxyatanytimebeforeitisexercisedbygivinguswrittennotice,senttoourprincipalexecutiveoffices,bysubmittingaduly executed proxy card to us bearing a later date, or by giving notice to us at the AnnualMeeting.

Q: How can I vote shares of CTS common stock that I hold under the CTS Corporation RetirementSavings Plan?

A: The CTS Corporation Retirement Savings Plan is CTS’ 401(k) plan. Vanguard Fiduciary Trust Company ("Vanguard"), the plan trustee,willvotethesharesofCTScommonstockinyouraccountaccordingtoyourinstructions.Youmayusetheproxycard provided or go online at www.proxyvote.com to instruct Vanguard. You must provide instructions or make changes to your instructions on how to vote shares of CTS common stock in your CTS Corporation Retirement Savings Plan on or before 11:59 p.m. Eastern Time on May 10, 2021. After that time, your instructions will be transmitted to the plan trustee and cannot be changed. If Vanguard does not receive your instructions to vote your shares of CTS common stock, they will not bevoted.

Q: Who is entitled to attend the AnnualMeeting?

A: Attendance at the Annual Meeting will be limited to our shareholders as of the Record Date and to pre-approved guests of CTS. All shareholder guests must be pre-approved by CTS and will be limited to spouses, persons required for medical assistance andproperlyauthorizedrepresentativesofourshareholdersasoftheRecordDate.Additionally,ifyouarenottherecordholder of your shares, to attend the Annual Meeting you must first obtain a legal proxy form from your broker or other organization that holds your shares. Please contact your broker or organization for instructions regarding obtaining a legal proxy. If youdo obtain a legal proxy and plan to attend the Annual Meeting, you will be required to present a valid form ofidentification.

Below is a map reflecting the location of CTS’ Annual Meeting which will be held at the Hotel Arista located at 2139 City Gate Lane, Naperville, Illinois 60563.

Q: Who solicits proxies on behalf of the Board and how much will this proxy solicitationcost?

A: Broadridge,Inc.distributesproxymaterialsonCTS’behalfandiscompensatedbyCTSformailinganddistributionexpenses.Proxies may also be solicited by executive officers of CTS, for which no additional compensation is paid.

Q: How can I receive paper or email copies of the proxymaterials?

A: Shareholders wishing to receive paper or email copies of the proxy materials for the Annual Meeting and for future annual meetingsofshareholdersmayrequesttoreceiveproxymaterialsinprintedformbymail,orelectronicallybyemail,bydirecting written or oral requests to CTS Corporation, Corporate Secretary, 4925 Indiana Avenue, Lisle, Illinois 60532, by calling  (630) 577- 8800 and leaving

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a message for our Corporate Secretary, by sending an email to shareholder.services@ctscorp.com by May 1, 2021, or by following the directions on your proxycard.

Q: How may a shareholder nominate a candidate for election to theBoard?

A: Director nominees for the 2022 Annual Meeting of Shareholders may be nominated by shareholders by sending a written notice to the corporate office to the attention of the Corporate Secretary for CTS. Pursuant to the CTS Corporation Bylaws, all nominations must be received no earlier than December 29, 2021, and no later than February 12, 2022. The notice of nominationis requiredtocontaincertainrepresentationsandinformationaboutthenominee,whicharedescribedinCTS’Bylaws.Copiesof the Bylaws may be obtained free of charge from CTS’ Corporate Secretary, or from CTS’ website at http://www.ctscorp.com/wp-content/uploads/BL.pdf.

Q: When are shareholder proposals for the 2022 Annual Meeting of Shareholdersdue?

A: CTS’ advance notice Bylaw provisions require that in order to be presented at the 2022 Annual Meeting of Shareholders, any shareholderproposal,includingthenominationofacandidatefordirector,mustbeinwritingandmailedtothecorporateoffice to the attention of the Corporate Secretary for CTS, and must be received no earlier than December 29, 2021 and no later than February12,2022.Certaininformationisrequiredtobeincludedwithshareholderproposals,whichisdescribedinCTS’Bylaws. Copies of the Bylaws may be obtained free of charge from CTS’ Corporate Secretary, or from CTS’ website at http:// www.ctscorp.com/wp-content/uploads/BL.pdf. To be included in our proxy materials relating to the 2022 Annual Meeting of Shareholders proposals must be received by us on or before December 2, 2021 (or, if the date of the 2022 Annual Meeting of Shareholdersismorethan30daysbeforeorafterthedateofthe2021AnnualMeetingofShareholders,areasonabletimebefore we begin to print and send our proxymaterials).

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PROPOSALS UPON WHICH YOU MAY VOTE
PROPOSAL 1	ELECTION OF DIRECTORS;
PROPOSAL 2	APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF CTS’ NAMED EXECUTIVE OFFICERS; AND
PROPOSAL 3	RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS CTS’ INDEPENDENT AUDITOR FOR 2021.
Your Board recommends a vote FOR the directornominees, FOR advisory approval of CTS’ named executive officercompensation, and FOR the ratification of the appointment of Grant Thornton LLP.

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY D44348-P49843 ! ! ! 3. Ratification of the appointment of Grant Thornton LLP as CTS' independent auditor for 2021. The Board of Directors recommends you vote FOR proposals 2 and 3. 2. Approval, on an advisory basis, of the compensation of CTS' named executive officers. NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof. For All Withhold All For All Except For Against Abstain ! ! ! ! ! ! CTS CORPORATION To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. CTS CORPORATION ATTN: SCOTT D'ANGELO 4925 INDIANA AVENUE LISLE, IL 60532 01) D. M. Costello 02) G. Hunter 03) W. S. Johnson 04) Y.J. Li 05) K. O'Sullivan 06) R. A. Profusek 07) A. G. Zulueta 1. Election of Directors Nominees: The Board of Directors recommends you vote FOR the following: Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 12, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 10, 2021 for shares held by Vanguard Fiduciary Trust Company, Trustee of the CTS Corporation Retirement Savings Plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 12, 2021 for shares held directly and by 11:59 p.m. Eastern Time on May 10, 2021 for shares held by Vanguard Fiduciary Trust Company, Trustee of the CTS Corporation Retirement Savings Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. D44349-P49843 CTS CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 13, 2021. The undersigned, having received the Notice of Annual Meeting and Proxy Statement, hereby appoints Kieran O'Sullivan and Scott D'Angelo as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse, all shares of Common Stock of CTS Corporation held of record by the undersigned on March 15, 2021 at the Annual Meeting of Shareholders originally convened on, Thursday, May 13, 2021 at the Hotel Arista, 2139 City Gate Lane, Naperville, Illinois 60563 at 9:30 a.m. Central Time, and at any adjournment thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side