[8-K] CTS Corporation Reports Material Event

Rhea-AI Filing Summary

CTS Corporation (NYSE: CTS) filed an 8-K on July 1, 2025 announcing the appointment of Mark Pacioni, age 59, as Chief Legal & Administrative Officer and Corporate Secretary, effective immediately.

Professional background: Pacioni brings more than 30 years of legal experience, most recently serving as Chief Legal Officer and Secretary of CareerBuilder + Monster (2019-2025). Earlier roles include senior legal positions at Knowles Corp., Molex, Boeing, private practice focused on public-company transactions, and a tenure as Special Counsel at the U.S. SEC. He holds both a J.D. and B.A. from Georgetown University.

Compensation package:

• Base salary: $375,000
• Target annual incentive: 55 % of base salary
• Equity grants: 4,600 time-based RSUs (3-year vesting) and 7,000 performance-based RSUs (3-year performance period tied to financial metrics)
• Eligibility for the Company’s standard executive benefit plans

The Company simultaneously issued a press release (Exhibit 99.1) to announce the appointment. No other items, financial results, or transactions were disclosed in this filing.

Positive

• Appointment of a highly experienced Chief Legal & Administrative Officer enhances governance and compliance capabilities.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR – Seasoned CLO hire modestly strengthens governance; limited direct financial impact.

The addition of Mark Pacioni enhances CTS’s legal, compliance and M&A capacity at a time when supply-chain and regulatory scrutiny of industrial tech firms is elevated. Pacioni’s SEC background should reinforce disclosure rigor, while his compensation is in line with industry medians (≈$0.7 mm total target cash, excluding equity). The performance-based RSUs align incentives with shareholder value creation over a three-year horizon. Because there are no changes to financial guidance or strategy, the event is governance-positive yet operationally neutral. Investors should monitor forthcoming proxy statements for detailed performance metrics tied to the PBRSUs.

Sell-Side Industrial Analyst

TL;DR – Executive appointment is neutral to valuation; no change to estimates.

This 8-K does not alter revenue outlook, margin profile, or capital allocation plans. Legal leadership turnover risk is minimal because the role was vacant rather than replacing a departing key officer. Compensation structure (55 % bonus target, mix of TBRSUs/PBRSUs) follows peer norms and should not materially dilute shares (<0.02 %). Consequently, no adjustment to our FY25 EPS model is warranted. The hire may facilitate future bolt-on acquisitions, but that upside is speculative at this stage. Maintain rating and price target.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 01, 2025

CTS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Indiana			1-4639	35-0225010
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4925 Indiana Avenue
Lisle, Illinois				60532
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (630) 577-8800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		CTS		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Appointment of Chief Legal & Administrative Officer and Corporate Secretary

On July 1, 2025, CTS Corporation (the “Company”) appointed Mark Pacioni, age 59, as Chief Legal & Administrative Officer and Corporate Secretary, effective immediately.

Mr. Pacioni has over 30 years of legal experience, and most recently from April 2019 to June 2025 served as Chief Legal Officer and Secretary of CareerBuilder, LLC and its successor company, CareerBuilder + Monster, a global, end-to-end human capital solutions company. Prior to that Mr. Pacioni held senior legal roles at Knowles Corp., Molex, Inc., and the Boeing Co. Prior to Boeing, Mr. Pacioni was in private practice representing public companies on transactions and governance matters and also served as Special Counsel at the U.S. Securities and Exchange Commission. Mr. Pacioni holds a J.D. degree from Georgetown University School of Law and B.A. in International Relations from Georgetown University.

Mr. Pacioni will receive a compensation package that includes a base salary of $375,000, a target management incentive plan opportunity of 55% of base salary, a grant of 4,600 time-based restricted stock units (“RSUs”) that vest over a three-year period, a grant of 7,000 performance-based RSUs, the vesting of which is based on the achievement of certain financial objectives over a three-year period and participation in other benefit plans and programs made available to similarly situated executives.

Item 8.01 Other Events

On July 1, 2025, the Company issued a press release announcing the appointment of Mr. Pacioni as Chief Legal & Administrative Officer and Corporate Secretary. A copy of the press release is furnished as Exhibit 99.1 herewith.

Item 9.01 Financial Statements and Exhibits

(d): The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release, dated July 1, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CTS Corporation
Date:	July 2, 2025	By:	/s/ Ashish Agrawal
			Vice President, Chief Financial Officer

FAQ

When does Mark Pacioni start his role at CTS (CTS)?

His appointment as Chief Legal & Administrative Officer and Corporate Secretary is effective July 1, 2025.

What is the base salary for CTS’s new Chief Legal Officer?

Mark Pacioni will receive a $375,000 annual base salary.

How many restricted stock units did CTS grant to the new CLO?

CTS granted 4,600 time-based RSUs and 7,000 performance-based RSUs vesting over three years.

Does the 8-K include any financial results or guidance updates for CTS?

No. The filing focuses solely on the executive appointment; no earnings or guidance data were provided.

Where can investors find the official press release regarding the appointment?

It is filed as Exhibit 99.1 to this 8-K dated July 1, 2025.