Pratik Trivedi
About Pratik Trivedi
Pratik Trivedi is Senior Vice President at CTS, appointed effective April 29, 2024; his annual base salary rate for 2024 was $375,000 with a 55% target bonus, prorated for his start date . Background details such as age and education are not disclosed in CTS’ proxy. Company performance metrics that govern his incentives included 2024 Adjusted EPS of $2.17 (vs. $2.22 target), sales of $516 million (vs. $550 target), and cash flow from operations of $99 million; over 2022–2024, RTSR was 92% with operating cash flow of $309 million and minimal three-year sales growth of 0.6%, leading to a 130% weighted PSU payout for incumbent participants; Trivedi was ineligible for the 2022–2024 PSU due to his start date .
Fixed Compensation
| Year | Base Salary Paid ($) | End-of-Year Base Salary Rate ($) | Target Bonus (% of Salary) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 245,192 | 375,000 | 55% (prorated) | 37,495 (includes $21,259 relocation; $16,236 401(k) contribution) | Joined Apr 29, 2024 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout Factor | Result |
|---|---|---|---|---|---|---|
| Company MIP Goals (20% of Trivedi MIP) | Adjusted EPS | 60% (CEO/CFO/GC structure; Trivedi’s Company MIP portion uses same metrics) | $2.22 | $2.15 | Met threshold; below target | Contributes to 32.7% overall |
| Company MIP Goals (20%) | Sales | 30% | $550M | $501M | Below threshold; zero for metric | Contributes to 32.7% overall |
| Company MIP Goals (20%) | Controllable Working Capital | 10% | 17% | 17.8% | Above target | Contributes to 32.7% overall |
| ESG Modifier | Gender diversity in leadership | +/-10% | >30% | 31% | Positive modifier | Applied |
| Supplemental MIP (Trivedi business) | Adjusted Operating Earnings | 50% | Not disclosed | Not disclosed | Not disclosed | Part of supplemental outcome 14.7% |
| Supplemental MIP (Trivedi business) | Sales (Advanced Materials & Solutions) | 30% | Not disclosed | Not disclosed | Not disclosed | Part of supplemental outcome 14.7% |
| Supplemental MIP (Trivedi business) | Controllable Working Capital | 20% | Not disclosed | Achieved | Positive contribution | Part of supplemental outcome 14.7% |
| 2024 MIP Award | Overall Earned % | — | — | — | 32.7% (prorated) | $45,564 paid |
| Equity Awards (2024 Grants) | Grant Date | Type | Threshold (#) | Target (#) | Maximum (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 2024–2026 PSU | 5/8/2024 | Performance RSUs | 590 | 2,949 | 5,898 | 150,016 |
| 2024 Service RSUs | 5/8/2024 | Service RSUs | — | 6,056 | — | 308,068 |
Equity Ownership & Alignment
- Beneficial ownership: 0 shares; less than 1% of outstanding; no pledging across officers/directors .
- Stock ownership guidelines: Other executive officers must hold 3x annual base salary; Trivedi not yet compliant but within six-year window from 2024 appointment .
- Outstanding unvested equity as of Dec 31, 2024:
- Service RSUs: 6,056 units; market value $319,333 at $52.73/share .
- Performance RSUs (2024–2026 plan): 2,949 potential units; market/payout value $155,501 at $52.73/share .
| Vesting Schedule (Service RSUs) | 2025 | 2026 | 2027 |
|---|---|---|---|
| Units vesting on anniversary | 708 (May 8, 2025) | 4,640 (May 8, 2026) | 708 (May 8, 2027) |
- PSU vesting: 2024–2026 performance period; payout generally in 2027 subject to Committee approval and certification; RTSR acts as a +/-20% modifier in plans begun 2023 and 2024 .
- 2024 stock vesting/exercises: None for Trivedi in 2024 .
Employment Terms
- Executive Severance Policy (non-CIC termination eligibility): Severance $281,250; health/dental $6,671; outplacement $15,000; total $302,921 .
- Change-in-control (assumed termination without cause/for good reason on Dec 31, 2024): Salary + incentive-based severance $771,287; welfare benefits equivalent $8,894; outplacement $15,000; accelerated vesting/lapse of restrictions $474,834; total $1,270,014; no 280G reduction .
- Death/disability acceleration: Aggregate value of accelerated service and performance RSUs $474,834 for Trivedi, if event occurred on Dec 31, 2024 .
- Contracts: CTS discloses no individual employment agreement for Trivedi; severance governed by Executive Severance Policy; CIC agreements maintained for O’Sullivan, Agrawal, D’Angelo (not Trivedi) .
Compensation Structure Analysis
- 2024 total compensation heavily equity-linked: $458,084 stock awards vs. $245,192 salary and $45,564 cash incentive; perquisites largely relocation and standard benefits .
- Incentive design emphasizes pay-for-performance: Company MIP tied to Adjusted EPS, sales, working capital, and ESG diversity; business-unit supplemental goals for Trivedi focus on operating earnings, unit sales, and working capital .
- PSU framework is multi-year with RTSR and cash flow drivers, limiting short-term gaming; 2024–2026 PSU targets set with RTSR modifier and undisclosed forward goals to avoid competitive harm .
- Say-on-Pay support strong: 97% approval in 2024, five-year average >97%, indicating shareholder acceptance of program structure .
Risk Indicators & Red Flags
- Pledging: None for any director or executive officer (positive governance signal) .
- Hedging/pledging policy and clawback policy in place per CD&A index (specific triggers not detailed in proxy) .
- Insider selling pressure: Upcoming service RSU vest tranches in May 2025 (708 shares), May 2026 (4,640 shares), May 2027 (708 shares); 2024–2026 PSU payout potential in 2027 may add supply subject to performance .
- Related party transactions, legal proceedings, gross-ups: Not disclosed for Trivedi; relocation reimbursements ($21,259) standard onboarding support .
Compensation Peer Group (RTSR comparator for PSU)
- Badger Meter; Coherent; Diodes; Dorman Products; ESCO Technologies; Gentherm; Haynes International; Kimball Electronics; Littelfuse; Materion; PAR Technology; Silicon Laboratories; Stoneridge; Vishay Precision Group; Fabrinet; FARO Technologies; GenTex; Mercury Systems; Methode Electronics .
Equity Ownership & Alignment Table
| Item | Detail |
|---|---|
| Beneficial shares owned | 0; less than 1% of class |
| Ownership guideline | 3x base salary for other executive officers |
| Compliance status | Not yet met; within six-year window (appointed 2024) |
| Shares pledged | None |
Performance & Track Record (2024 context)
| Metric | Target | Actual | Note |
|---|---|---|---|
| Company Adjusted EPS [MIP] | $2.22 | $2.15 | Below target |
| Company Sales [MIP] | $550M | $516M company result; $501M MIP basis | Below threshold for MIP |
| Company CFO (cash from ops) | — | $99M | Used in PSU plans (cash flow metrics) |
| 2022–2024 PSU RTSR | 25th→75th percentile scale [modifier] | 92% (200% factor) | Drove 130% weighted payout for incumbents; Trivedi ineligible |
Investment Implications
- Alignment: Low current “skin-in-the-game” as of March 2025 (0 beneficial shares) is mitigated by meaningful unvested RSUs and multi-year PSUs; strict no-pledging and ownership guidelines requiring 3x salary over six years support alignment build-up over time .
- Retention risk: Material cliff in May 2026 (4,640 service RSUs vest) plus 2027 PSU payout potential suggests retention incentives through at least 2027; Executive Severance Policy provides moderate cash safety net, and CIC acceleration adds value, reducing turnover risk in change scenarios .
- Trading signals: Anticipate incremental supply around scheduled vest dates (May 2025/2026/2027) and potential 2027 PSU payout; 2024 MIP outcome (32.7% and $45,564) reflects mixed company and unit performance, implying incentives aligned to operational improvements in the Advanced Materials & Solutions segment .
- Governance quality: Consistent high Say-on-Pay approvals (~97%) and presence of clawback/hedging/pledging policies reduce compensation-related governance risk; lack of individual employment contract suggests standardized severance practices and limited bespoke protections for Trivedi .