Ashish Agrawal
About Ashish Agrawal
Ashish Agrawal is Vice President and Chief Financial Officer of CTS and, following the resignation of the principal accounting officer, also serves as the Company’s principal accounting officer effective September 18, 2024 . He exceeds CTS’ stock ownership guidelines for executives (CFO requirement: 3x base salary) and is subject to anti-hedging/anti-pledging and clawback policies . Company performance metrics that drive his incentives in 2024 include sales of $516 million, adjusted EPS of $2.17, and cash from operations of $99 million; he also participates in long-term PRSU programs where 2022–2024 results delivered 130% of target (RTSR 92%, operating cash flow $309 million) and 2021–2023 results delivered 193% of target (sales growth 29.8%, operating cash flow $296 million) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CTS Corporation | Vice President & Chief Financial Officer (Named Executive Officer) | 2023–2024 (disclosed) | Senior finance leadership, participant in MIP and PRSU programs guiding pay-for-performance linkage |
| CTS Corporation | Principal Accounting Officer (acting) | Effective Sep 18, 2024 | Strengthened oversight of accounting after prior PAI resignation; Agrawal assumed PAI responsibilities |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary (actual, $) | $397,019 | $400,887 | $430,301 |
| Target Bonus % of Base (MIP) | — | 65% | 65% |
| All Other Compensation (perqs + employer retirement, $) | $20,757 | $21,936 | $22,558 |
| 2024 Base Salary Rate and Change | Value |
|---|---|
| Base salary rate (set Feb 2024, effective Apr 2024) | $434,800; +4% vs 2023 |
| Perquisites (policy caps) | Details |
|---|---|
| Tax prep | Up to $2,500 reimbursement for eligible NEOs |
| Financial planning | Up to $5,000 reimbursement |
| Executive physical | Up to $2,000 for executive and spouse |
| Retirement plan | CTS contributes 5% each pay period; $17,250 employer 401(k) contribution included in “All Other” for 2024 |
Performance Compensation
| Annual Incentive (MIP) | Metric Design (Agrawal) | Target Levels | Actual 2024 Results | Weighting | ESG Modifier |
|---|---|---|---|---|---|
| Adjusted EPS | $2.22 target; $2.03 threshold; $2.45 max | $2.22 | $2.15 | 60% | ±10% based on % female leaders; result 31% (+10%) |
| Sales | $550m target; $523m threshold; $589m max | $550m | $501m | 30% | See above |
| Controllable Working Capital (% of sales) | 17.0% target; 17.9% threshold; 14.5% max | 17.0% | 17.8% | 10% | See above |
| 2024 MIP outcome | Target award opportunity = 65% of base salary | — | Aggregate earned 64.9%; paid $183,562 | — | +10% ESG applied |
| MIP Payouts ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Agrawal | $470,340 | $0 (Committee exercised discretion despite ESG goal achievement) | $183,562 |
| Long-Term Performance RSUs (PRSU) | Period | Metrics & Weights | Actual Performance | Weighted Payout (% of target) |
|---|---|---|---|---|
| 2021–2023 PRSU | 3-year | Sales growth 40%; RTSR 25%; Op cash flow 35% | Sales growth 29.8% (200%); RTSR 78.6% (171%); Op cash flow $296m (200%) | 193% |
| 2022–2024 PRSU | 3-year | Sales growth 35%; RTSR 35%; Op cash flow 30% | Sales growth 0.6% (0%); RTSR 92% (200%); Op cash flow $309m (200%) | 130% |
| PRSU Payouts to Agrawal (# shares) | Period | Target Units | Payout Units |
|---|---|---|---|
| 2021–2023 | 3-year | 10,402 | 20,062 |
| 2022–2024 | 3-year | 11,015 | 14,320 (paid in 2025) |
| 2024 Equity Grants (Agrawal) | Grant Type | Units | Vesting |
|---|---|---|---|
| 2024–2026 PRSU (target) | Performance-based RSUs | 8,796 | Payout in 2027 based on 3-year goals; RTSR used as +/-20% modifier |
| Service-based RSUs | Time-based RSUs | 5,862 (3-year) and 5,853 (2-year cliff) | 1/3 annually (3-year); full cliff vest at 2 years (2-year) |
| 2024 Shares Vested (Value Realized) | Units | Value ($) |
|---|---|---|
| Stock awards vested | 26,651 | $1,158,229 (gross) |
Equity Ownership & Alignment
| Ownership Snapshot (Record Date: Mar 14, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| Beneficial ownership (Agrawal) | 92,346 | <1% | Includes shares with RSUs exercisable within 60 days; no pledging |
| Compliance with ownership guidelines | Exceeds CFO 3x salary requirement | — | Company policy credits RSUs; excludes unvested performance awards |
| Hedging/Pledging | Prohibited | — | Applies to officers; no pledging of CTS shares permitted |
| Unvested Service-based RSUs (as of Dec 31, 2024) | Feb 7, 2025 | Feb 9, 2025 | Feb 10, 2025 | Feb 7, 2026 | Feb 9, 2026 | Feb 7, 2027 | Total |
|---|---|---|---|---|---|---|---|
| Scheduled vesting (#) | 1,954 | 1,866 | 2,411 | 7,807 | 1,866 | 1,954 | 17,858 |
| Outstanding Performance Awards (as of Dec 31, 2024) | Program | Potential Units Outstanding |
|---|---|---|
| 2023–2025 PRSU (at target) | 3-year | 4,081 |
| 2024–2026 PRSU (at target) | 3-year | 8,796 |
Employment Terms
- No individual employment agreement; CTS uses standardized Executive Severance Policy and separate change-in-control agreements for certain officers .
- Executive Severance Policy (Tier 1 for CFO): 12 months base salary lump sum, 12 months medical/dental benefits at active-employee cost share, and up to $30,000 outplacement reimbursement; non-compete and non-solicit obligations apply for 12 months post-termination .
- Change-in-Control Agreement (CFO): Double-trigger protection; 2x the greater of current or 3-year average base salary plus the greater of 3-year average cash incentive or current target, 24 months of medical/dental reimbursement above active-employee share, $30,000 outplacement; 280G/4999 cutback to avoid excise tax; non-compete for 1 year and non-solicit for 4 years after change-in-control .
| CIC Economics (as of Dec 31, 2024) | Severance: Salary & Incentive ($) | Welfare Benefits ($) | Outplacement ($) | Equity Acceleration ($) | 280G Reduction ($) | Total ($) |
|---|---|---|---|---|---|---|
| Ashish Agrawal (CFO) | $1,482,290 | $51,055 | $30,000 | $2,428,955 | — | $3,992,300 |
- Clawback: Mandatory recovery of excess incentive-based compensation upon material restatement for 3-year lookback (adopted Oct 2, 2023); broad recovery methods; no indemnification; limited impracticability exceptions .
Compensation Structure Analysis
- Pay mix emphasizes at-risk pay: Agrawal’s annual target bonus is 65% of base; PRSU design delivers payouts based on TSR, sales growth, and operating cash flow, aligning with shareholder value and cash generation .
- Governance discipline: Strong say-on-pay support (97% approval in 2024) and independent consultant (Exequity) with no identified conflicts; Compensation & Talent Committee met 5 times in 2024 .
- Policy safeguards: Anti-hedging/pledging and clawback policies mitigate misalignment and risk; stock ownership guidelines enforced, with Agrawal above minimum .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval exceeded 97% at the 2024 Annual Meeting; average approval >97% over the past five years, indicating strong investor support for the program .
Equity Ownership & Alignment Detail
| Alignment Indicators | Status |
|---|---|
| Beneficial ownership and NEO equity participation | Significant; 92,346 shares beneficially owned; additional unvested and performance units outstanding |
| Pledging/Hedging | Prohibited; none reported |
| Ownership guideline compliance | Above minimum (CFO: 3x salary) |
Compensation Committee Analysis
- Committee composition: Independent directors Costello, Johnson (Chair), Profusek; 5 meetings in 2024 .
- Consultant: Exequity engaged; independence assessed; no conflicts identified .
Investment Implications
- Pay-for-performance alignment: Agrawal’s incentive weighting toward adjusted EPS, sales, and working capital, plus 3-year PRSU metrics (RTSR, cash flow), ties compensation to value creation and balance sheet discipline; 2022–2024 PRSU payout at 130% was driven by strong RTSR and cash flow despite low sales growth .
- Insider selling pressure: Upcoming service-based RSU vesting tranches in 2025–2027 could create periodic liquidity events; 2024 vesting already realized value of ~$1.16 million before withholding .
- Retention risk: High equity alignment and ownership guideline compliance reduce near-term retention risk; CIC protections provide stability but create meaningful payout potential if a transaction occurs (CFO CIC total ~$4.0 million) .
- Governance quality: Strong say-on-pay results, independent compensation oversight, anti-hedging/pledging, and clawback framework support investor confidence in alignment and risk controls .