Alfonso G. Zulueta
About Alfonso G. Zulueta
Alfonso G. Zulueta, age 62, has served as an independent director of CTS since 2018. He spent over three decades at Eli Lilly, culminating as President of International (2017–2021) and previously as Vice President of Global Marketing and President of Global Oncology & Critical Care; he was a corporate officer and member of Lilly’s Executive Committee . At CTS, he serves on the Audit Committee and the Nominating, Governance & Sustainability (NG&S) Committee, and the Board identifies him as an audit committee financial expert under Item 407(d)(5)(ii) of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | President, International; President, Global Oncology & Critical Care; VP, Global Marketing; Corporate Officer; Executive Committee member | International: 2017–2021; prior roles not dated | Led ex‑U.S. geographies, senior global commercial leadership |
| European Federation of Pharmaceutical Industries and Associations | Board Member | Not disclosed | Industry policy engagement |
| U.S.-Japan Business Council | Board Member | Not disclosed | Cross-border business advocacy |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Interpharma Investments Ltd. (holding company of Zuellig Pharma) | Non‑Executive Chairman | Current | One of the largest healthcare services groups in Asia |
| Lupin Limited (NSE: LUPIN) | Director | Current | Audit and Strategy Committees |
| Glooko, Inc. | Director | Prior | Not disclosed |
| Amarin Corporation (NASDAQ: AMRN) | Director | Prior | Not disclosed |
| Syneos Health, Inc. (formerly NASDAQ: SYNH) | Director | Prior | Not disclosed |
| Calidi Biotherapeutics, Inc. (NYSE: CLDI) | Director | Prior | Not disclosed |
Board Governance
- Independence: CTS states all non‑management directors serving in 2024, including Mr. Zulueta, are independent; only the Chair (CEO) is not independent .
- Committee assignments: Audit Committee (financially literate; designated audit committee financial expert); NG&S Committee (independent) .
- Meetings/attendance: Board held 5 meetings in 2024; all directors attended at least 75% of Board and committee meetings; each director standing for re‑election attended the 2024 Annual Meeting .
- Audit Committee cadence and remit: 8 meetings in 2024; oversees auditor appointment, financial reporting, internal controls, earnings releases/guidance, enterprise risk, compliance, and cybersecurity risk oversight .
- NG&S cadence and remit: 4 meetings in 2024; handles director nominations, committee assignments, CEO succession planning, governance guidelines, and ESG oversight .
- Governance policies: Majority voting standard with resignation policy for incumbent directors who fail to receive majority support; executive sessions of independent directors after each Board meeting led by the Lead Independent Director; anti‑hedging/anti‑pledging policy for directors, officers, and certain employees .
Fixed Compensation
| Year | Cash Retainer | Committee Chair Fees (if applicable) | Lead Independent Director Fee (if applicable) | Total Cash |
|---|---|---|---|---|
| 2024 | $70,000 | N/A (not a chair) | N/A | $70,000 |
- Program levels (for context): Lead Independent Director $20,000; Audit and Compensation & Talent Chair $20,000; NG&S and Technology & Transactions Chair $15,000; base annual cash retainer $70,000 (unchanged from 2023) .
Performance Compensation
| Grant Date | Instrument | Units | Grant-Price Basis | Grant-Date Fair Value | Vesting | Deferral |
|---|---|---|---|---|---|---|
| Nov 7, 2024 | RSUs | 2,400 | CTS closing price $58.73 | $140,952 | Generally 1 year | Directors may defer distribution; otherwise distributed upon vesting |
- Annual stock-based target for non‑management directors: $140,000 for Nov 2024 grant (unchanged) .
- No options or other unvested awards outstanding at 2024 FY‑end beyond the board’s RSUs; directors do not receive dividends on deferred RSUs .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict with CTS | Note |
|---|---|---|
| Zuellig Pharma (Interpharma Investments Ltd.) | Low direct product overlap (CTS is electronics/sensors) | Healthcare services exposure; time commitments to monitor |
| Lupin Limited | No disclosed related‑party transactions with CTS | Pharma board roles and committee service (Audit, Strategy) |
- Related party transactions oversight: NG&S reviews potential director conflicts and Item 404(a) matters; Audit Committee reviews related person transactions involving executive officers .
- No director or executive officer has pledged CTS shares (reduces collateral conflict risk) .
Expertise & Qualifications
- Skills highlighted: Accounting/Audit; Corporate Governance/Ethics; Financial Expertise/Literacy; HR/Compensation; International Business; Leadership & Strategy; Operations; Public Company Board Experience; Risk Management; Strategic Planning .
- Board skills matrix shows Mr. Zulueta with extensive executive experience, international business, M&A, operations, risk management, and strategic planning .
Equity Ownership
| Holder | Beneficial Shares | Deferred Common Stock Units | Total Counted for Guidelines | % of Class | Pledging |
|---|---|---|---|---|---|
| Alfonso G. Zulueta | 22,213 | 7,800 | 30,013 | <1% (based on 30,013,311 shares outstanding) | None pledged |
- Ownership guidelines: Directors required to hold 5.5x annual retainer; both vested and non‑vested RSUs count; 6‑year compliance window .
- Compliance status: All directors exceed the minimum except Mr. Stone (joined 2023) and Ms. Dodrill (joined 2024), who are within the six‑year window; implies Mr. Zulueta meets/exceeds guideline .
Governance Assessment
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Positive signals:
- Independent status; dual committee service including Audit; designated audit financial expert, supporting oversight credibility .
- Solid engagement metrics (Board and committee meeting cadence; attendance ≥75% threshold; presence at Annual Meeting) .
- Balanced director pay mix (cash $70k; equity RSUs $140,952), aligning incentives with shareholders; anti‑hedging/anti‑pledging policy; no pledging by directors .
- Ownership guideline compliance, with RSUs and deferred units counted, reinforcing alignment .
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Watch items / potential conflicts:
- External chairmanship (Zuellig Pharma) and Lupin board service represent meaningful outside commitments; monitor for time allocation and any future related‑party dealings (none disclosed) .
- NG&S oversight of ESG and succession is strong, but ensure continued rigor in majority vote/resignation policy application and committee independence .
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Shareholder sentiment:
- 2024 say‑on‑pay approved (27,638,172 for; 725,697 against; 19,018 abstentions; 799,741 broker non‑votes), indicating supportive governance backdrop .
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Overall: Mr. Zulueta’s audit and governance roles, financial expertise, and compliance with ownership guidelines provide constructive signals for board effectiveness and investor confidence, with limited conflict indicators based on disclosures to date .