Donna M. Costello
About Donna M. Costello
Independent director of CTS since 2021; age 51 as of December 31, 2024. Former CFO at C&D Technologies (2016–2020); previously CFO, VP Controller and Chief Accounting Officer at Sequa (2002–2016), and Senior Manager at Arthur Andersen (1995–2002). Currently serves on the Rogers Corporation board and brings deep finance, audit, and risk oversight expertise; designated audit committee financial expert under SEC Item 407(d)(5)(ii). Committee roles at CTS: Audit Committee Chair and member of the Compensation & Talent Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C&D Technologies, Inc. | Chief Financial Officer | 2016–2020 | Led finance for global energy storage solutions; end-markets include telecom, utility, UPS, cable, broadband, renewable energy |
| Sequa Corporation (Chromalloy subsidiary) | CFO; VP Controller & Chief Accounting Officer | 2002–2016 | Finance leadership for aerospace/gas turbine solutions provider |
| Arthur Andersen LLP | Senior Manager | 1995–2002 | Audit/assurance leadership experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Rogers Corporation (NYSE: ROG) | Director | Current | Audit Committee member |
| Neenah, Inc. (formerly NYSE: NP) | Director | Prior | — |
| Horizon Global Corporation (formerly NASDAQ: HZN) | Director | Prior | — |
Board Governance
- Independence: CTS determined all non-management directors serving in 2024 and nominees are independent; Donna is classified independent.
- Committees: Audit Committee Chair; Compensation & Talent Committee member. Audit Committee met 8 times in 2024; Compensation & Talent met 5 times.
- Attendance: Board held 5 meetings in 2024; all directors attended at least 75% of Board and standing committee meetings of which they were members; directors in independent session after each regular Board meeting.
- Cybersecurity oversight: Audit Committee (chaired by Costello) oversees cybersecurity strategy and risks.
- Interlocks: No CTS executive officer served as a director of any other entity for which any CTS director was an executive officer in 2024 (reduces interlock risk).
- Stock ownership guidelines: Directors must hold shares equal to 5.5x annual retainer; all directors exceed minimum except Stone and Dodrill (both within their six-year compliance period).
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Base annual cash retainer (2024) | $70,000 | Non-management director cash retainer |
| Audit Committee Chair retainer (2024) | $20,000 | Chair fee (Audit and Compensation & Talent Chairs are $20,000; NG&S and T&T Chairs $15,000) |
| Total cash fees paid to Costello (2024) | $90,000 | CTS 2024 Director Compensation table |
| Annual stock-based compensation target (2024) | $140,000 | RSU grant target for non-management directors |
| RSU grant (Nov 7, 2024) | 2,400 RSUs; grant-date fair value $140,952 | Priced at $58.73 close; vests after one year; rounded to next hundred shares |
| Meeting fees | None disclosed | Director compensation is split into cash retainer/chair fees and RSUs; no meeting fees noted |
| Retirement plan for directors | None (legacy stock retirement plan closed to new credits since 2004) | Deferred common stock unit plan ceased new credits Dec 1, 2004 |
Performance Compensation
- Director equity is service-based RSUs that generally vest after one year; no performance-conditioned metrics for director grants (distribution may be deferred until separation).
- Performance metric table: Not applicable to directors; executive MIP/PSU metrics do not apply to non-management director compensation.
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Conflict Notes |
|---|---|---|---|
| Rogers Corporation (ROG) | Director | Audit | No related-party transactions disclosed involving directors; CTS committees review any potential conflicts |
| Neenah, Inc. | Director (prior) | — | Prior role; no CTS interlocks identified |
| Horizon Global | Director (prior) | — | Prior role; no CTS interlocks identified |
Expertise & Qualifications
- Financial expert: Board determined Costello qualifies as an audit committee financial expert under Item 407(d)(5)(ii) of Regulation S-K.
- Skills: Accounting/Audit; Corporate Governance/Ethics; Cybersecurity/Privacy; CFO/CAO experience; Financial Literacy; HR/Comp; Industry/End-Market; International Business; Leadership & Strategy; M&A; Public Company Board Experience; Risk Management; Strategic Planning; Technology.
Equity Ownership
| Holder | Beneficial Ownership (Common) | Directors’ Deferred Common Stock Units | Total | % of Class | Pledging |
|---|---|---|---|---|---|
| Donna M. Costello | — | 13,600 | 13,600 | <1% | No pledging; none by any director or executive officer |
- DSUs reflect vested RSUs distributable upon separation from service.
- Compliance: Directors must hold 5.5x annual retainer; all directors except Stone and Dodrill exceed minimum (both are within initial compliance window).
- Anti-hedging/anti-pledging policy prohibits hedging and pledging by directors and officers.
Governance Assessment
- Board effectiveness: As Audit Chair and a designated financial expert, Costello strengthens financial reporting oversight, audit quality, and cybersecurity risk oversight; Audit held 8 meetings in 2024, indicating active engagement.
- Independence & attendance: Independent director with committee independence; attended at least the minimum threshold of meetings like all directors; Board conducts executive sessions each meeting.
- Alignment: Director pay mix is balanced—$90K cash fees (base plus chair) and ~$141K annual RSU grant—aligned with peer-median philosophy; stock ownership guidelines at 5.5x retainer and anti-hedging/pledging policy bolster alignment and investor confidence.
- Conflicts/related parties: No related-party transactions disclosed and formal review procedures in place; 2024 compensation committee interlocks were clean (no reciprocal executive/director relationships), reducing conflict risk.
- RED FLAGS: None disclosed regarding attendance shortfall, pledging/hedging, related-party transactions, or anomalous pay practices for directors.