Randy L. Stone
About Randy L. Stone
Independent director of CTS Corporation since 2023; age 58 as of December 31, 2024. Stone serves on the Nominating, Governance and Sustainability Committee and the Technology and Transactions Committee, and is classified as independent under NYSE and CTS Corporate Governance Guidelines . Background includes executive leadership in global materials and technology businesses, with recent roles at Avantor and DuPont, investor relations experience, and Asia regional leadership . The Board recorded at least 75% attendance by all directors at Board and standing committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avantor, Inc. (NYSE: AVTR) | Executive Vice President, Laboratory Solutions | Until July 2024 | Led multi‑billion‑dollar business in lab products/services and digital solutions |
| Avantor, Inc. | Executive Vice President, Proprietary Research Products and Materials | From April 2023 | Executive oversight of proprietary products and materials |
| DuPont (NYSE: DD) | President, Mobility & Materials segment | 2016–Nov 2022 (business largely divested) | Leadership of engineered polymers/performance resins; segment serving electronics, industrial, consumer, transportation markets |
| DuPont | Director, Investor Relations | 2012–2015 | Extensive engagement with institutional investors and analysts |
| DuPont | Asia Regional Director (Shanghai) | Not disclosed | Regional leadership in Asia; dates not specified |
Additional highlight: Under Stone’s leadership, DuPont’s Mobility & Materials business delivered record earnings and free cash flow (press release statement at time of CTS board appointment) .
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | CTS proxy lists no current other public boards for Stone . |
Board Governance
- Committee assignments: Nominating, Governance & Sustainability (NG&S) and Technology & Transactions (T&T); not a chair on either .
- Committee activity and independence: NG&S (Chair: Robert A. Profusek; 4 meetings in 2024; all members independent) . T&T (Chair: Kieran M. O’Sullivan; 3 meetings in 2024) .
- Independence: All non‑management directors serving in 2024, including Stone, determined independent; no material relationships with CTS beyond board service .
- Attendance: Board met 5 times in 2024; all directors met the ≥75% attendance guideline .
- Engagement: Independent director executive sessions occur after each regular Board meeting, led by the Lead Independent Director; LID receives a $20,000 annual retainer .
- Stock ownership guidelines for directors: 5.5x annual retainer; six‑year compliance period. Stone is below guideline but within his initial compliance period (joined 2023) .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Annual cash retainer | $70,000 | Base annual retainer for non‑management directors; unchanged vs 2023 . |
| Committee chair/lead fees | $0 | Not a chair or lead independent director; chair retainers: Audit and Compensation & Talent $20,000; NG&S and T&T $15,000; Lead Independent $20,000 . |
| Equity RSU grant | 2,400 RSUs; $140,952 grant‑date FV | Granted Nov 7, 2024 at $58.73; generally vest on first anniversary; distribution upon vesting absent deferral . |
| Total 2024 director pay | $210,952 | Fees earned $70,000 + stock awards $140,952 . |
Performance Compensation
While director pay is fixed cash plus time‑vested RSUs (no performance conditions) , board oversight of executive pay involves explicit performance metrics. Key 2024 MIP goals and outcomes:
| Metric | Threshold | Target | Maximum | Actual | Weight |
|---|---|---|---|---|---|
| Adjusted EPS ($) | 2.03 | 2.22 | 2.45 | 2.15 | 60% (for CEO/CFO/GC) |
| Sales ($ millions) | 523 | 550 | 589 | 501 (excl. SyQwest) | |
| Controllable working capital (% of sales) | 17.9% | 17.0% | 14.5% | 17.8% | 10% (for CEO/CFO/GC) |
| ESG modifier (women in leadership) | <27% = -10% | — | >30% = +10% | 31% (+10%) | ±10% |
Three‑year PRSU plan (2022–2024) outcomes used for executive long‑term incentives:
| 2022–2024 Metric | 50% Payout | 100% | 150% | 200% | Actual | Weighted payout |
|---|---|---|---|---|---|---|
| Three‑year sales growth | 13% | 16% | 20% | 25% | 0.6% | 0% (weight 35%) |
| Three‑year RTSR (percentile) | 30 | 50 | 70 | 90 | 92 | 200% (weight 35%) |
| Three‑year operating cash flow ($m) | 190 | 250 | 275 | 300 | 309 | 200% (weight 30%) |
| Total weighted payout | — | — | — | — | — | 130% |
Compensation governance notes:
- Independent compensation consultant (Exequity) engaged; no conflicts found .
- Say‑on‑pay support: 2024 approval over 97%; five‑year average >97% .
- Clawback policy (Oct 2, 2023) for accounting restatements; prohibits indemnification for recovered amounts .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None listed for Stone in CTS proxy summary . |
| Compensation committee interlocks | None in 2024; no CTS executive served as a director of an entity where any CTS director was an executive officer . |
Expertise & Qualifications
- Skills matrix shows competencies in accounting/audit, corporate governance/ethics, executive experience, financial literacy, HR/compensation, industry/end‑market experience, international business, leadership/strategy, M&A, operations, public company board experience, risk management, strategic planning, technology .
- Professional experience: President of global businesses (DuPont Mobility & Materials); investor relations expertise; Asia regional leadership; alignment with CTS end‑markets .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial shares | 6,300 | As of March 14, 2025 Record Date . |
| Percent of class | * | Less than 1% (based on 30,013,311 shares outstanding) . |
| Directors’ deferred common stock units | — | None shown for Stone . |
| Unvested director RSUs | 2,400 | Granted Nov 7, 2024; vest on first anniversary; distributed upon vesting absent deferral . |
| Shares pledged | None | No director or executive officer has pledged CTS shares . |
| Hedging/pledging policy | Prohibited for directors/officers | No hedging or pledging permitted (e.g., collars, margin pledges) . |
Ownership guidelines & compliance:
- Directors must hold stock equal to 5.5x annual retainer; six‑year period to achieve; Stone is below guideline but within initial six‑year compliance window (joined 2023) .
Governance Assessment
- Independence & attendance: Stone meets independence standards and the board’s attendance expectations; committee assignments place him in NG&S and T&T—key venues for director nominations, ESG oversight, technology strategy, and preliminary transaction review .
- Alignment: Director pay mix balances cash with equity RSUs; RSU grants provide ongoing alignment via share ownership and vesting discipline; ownership guidelines set a high bar (5.5x retainer), with Stone still within allowable ramp‑up period .
- Conflicts: No material relationships disclosed; related‑party transaction oversight split between NG&S (directors) and Audit (executives); no compensation committee interlocks identified in 2024—mitigating structural conflict risk .
- Pay‑for‑performance oversight: Although Stone is not on the Compensation & Talent Committee, CTS’ executive compensation program includes clearly defined performance metrics (EPS, sales, working capital, ESG modifier) and multi‑year PRSUs tied to RTSR, sales growth, and operating cash flow, with a robust clawback policy—supportive of investor confidence .
- Watch items: Ownership guideline shortfall (still in ramp‑up period) and absence of other public company board roles may limit external interlocks but also reduces conflict vectors; overall governance architecture (independent sessions, LID role, committee independence) is solid .