Robert A. Profusek
About Robert A. Profusek
Independent director since 1998 and Lead Independent Director of CTS; age 74 as of December 31, 2024. He chairs the Nominating, Governance and Sustainability (NG&S) Committee and serves on the Compensation and Talent Committee. A partner at Jones Day since 1975, he chairs the firm’s Global M&A practice and is recognized for corporate governance expertise. In January 2025 he reached CTS’ retirement age of 75 and tendered a resignation offer as required; the Board granted an exception and renominated him for another term, citing his extensive experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day | Partner; Chair, Global M&A | Since 1975 | Advised boards and director committees on sensitive governance matters |
| Various (acquired public companies) | Director | Not disclosed | Previously served as a director of two public companies that were acquired |
External Roles
| Organization | Role | Committees | Notes |
|---|---|---|---|
| Valero Energy (NYSE: VLO) | Lead Independent Director | Human Resources & Compensation | Largest independent petroleum refiner; renewable fuels producer |
| Kodiak Sciences (NASDAQ: KOD) | Lead Independent Director | Chair, Nominating & Corporate Governance; Member, Compensation | Ophthalmology therapeutics |
Board Governance
- Committee assignments: Compensation and Talent (member) and NG&S (Chair) .
- Committee activity: Compensation and Talent held 5 meetings in 2024; NG&S held 4 meetings in 2024 .
- Board activity and attendance: Board held 5 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings. In 2023, Board held 6 meetings; all directors attended at least 75% .
- Independence: Board determined all non-management directors, including Profusek, are independent under NYSE and CTS Guidelines; transactions not requiring Item 404(a) disclosure deemed immaterial .
- Lead Independent Director responsibilities include agenda approval, executive sessions, shareholder outreach, and risk discussions; retainer of $20,000 per year .
- Director resignation policy: mandatory resignation offer at age 75; NG&S may recommend exceptions. Profusek turned 75 on January 14, 2025; NG&S recommended and Board approved an exception for renomination on February 6, 2025 .
Fixed Compensation
- Structure: Base annual cash retainer $70,000; Lead Independent Director retainer $20,000; NG&S Chair retainer $15,000 (Audit and Compensation Chairs $20,000; T&T Chair $15,000). Two-component program: cash + stock-based compensation, benchmarked at the 50th percentile using Exequity .
| Year | Fees Earned (Cash) | Cash Components Detail | Source |
|---|---|---|---|
| 2023 | $101,500 | $70,000 base + $20,000 LID + $15,000 NG&S Chair (proration/meeting fee not disclosed) | 2023 Director Compensation; Program description |
| 2024 | $105,000 | $70,000 base + $20,000 LID + $15,000 NG&S Chair | 2024 Director Compensation; Program description |
Performance Compensation
- Directors receive service-based RSUs (no performance metrics); annual stock-based target $140,000 (vesting after one year; distribution upon vesting unless deferral elected; no dividends on deferred RSUs) .
| Year | RSUs Granted | Grant Date | Closing Price Used | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|---|
| 2023 | 3,600 | Nov 2, 2023 | $39.46 | $142,056 | 1-year | Annual stock-based target $140,000 |
| 2024 | 2,400 | Nov 7, 2024 | $58.73 | $140,952 | 1-year | Annual stock-based target $140,000 |
Performance metrics tied to director equity: None (service-based RSUs only) .
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Conflict Note |
|---|---|---|---|
| Valero Energy | Lead Independent Director | Human Resources & Compensation | No CTS compensation committee interlocks disclosed; CTS reported no executive served as a director of an entity where any CTS director was an executive officer in 2024/2023 |
| Kodiak Sciences | Lead Independent Director | Chair, Nominating & Corporate Governance; Member, Compensation | Same as above |
Expertise & Qualifications
- Corporate Governance/Ethics; Legal/Regulatory; M&A; Leadership & Strategy; Financial literacy; Risk Management; Public company board experience .
- Recognized globally for M&A and governance; extensive board advisory experience .
Equity Ownership
- Stock ownership guidelines: Directors must hold 5.5x annual retainer; all directors except Stone and Dodrill meet requirements (both within 6-year compliance period). Profusek meets the guideline .
| Record Date | Beneficial Shares | Directors’ Deferred Common Stock Units | Total Units | % of Class | Pledging |
|---|---|---|---|---|---|
| Mar 15, 2024 | 10,797 | 86,167 | 96,964 | <1% (based on 30,694,099 shares) | None; no director/officer has pledged shares |
| Mar 14, 2025 | 10,797 | 89,767 | 100,564 | <1% (based on 30,013,311 shares) | None; no director/officer has pledged shares |
Footnotes: 1,800 shares held by spouse excluded; Profusek disclaims beneficial interest . Deferred units convert to shares upon separation from service .
Shareholder Voting Signals
| Item | 2023 | 2024 | Note |
|---|---|---|---|
| Director Election – Profusek | For: 26,149,375; Against: 2,672,836; Abstain: 26,800 | For: 25,829,351; Against: 2,521,758; Abstain: 31,778 | Higher “Against” votes vs peers both years; monitor investor sentiment |
| Say-on-Pay (NEO comp) | For: 27,851,669; Against: 980,524; Abstain: 16,818 | For: 27,638,172; Against: 725,697; Abstain: 19,018 | CTS reported >97% approval in 2024 and 5-year average >97% |
Related Party & Policy Safeguards
- Hedging/Pledging: Prohibited for directors, officers, and certain employees (no options trading; no collars; no pledging) .
- Conflicts review: NG&S reviews potential director conflicts and related-person transactions; Audit Committee oversees related-person transactions involving executives .
- Independence determination: All non-management directors deemed independent in 2024 and 2023 .
Governance Assessment
- Board effectiveness: Lead Independent Director role with defined responsibilities and additional retainer enhances independent oversight; Profusek leads NG&S and serves on Compensation—critical levers for governance quality .
- Ownership alignment: Meets stringent 5.5x retainer ownership guideline; holds significant deferred stock units; no pledging; anti-hedging policy applies .
- Compensation alignment: Cash retainer modest; majority of annual director compensation delivered in time-vested RSUs, creating ongoing equity exposure without performance metrics (typical for director pay) .
- Shareholder sentiment: Elevated “Against” votes in director elections relative to peers (2.5M+ against each year) suggest a subset of holders consistently withhold; continued engagement advisable .
- Continuity vs policy: Retirement age exception in 2025 underscores Board’s desire to retain Profusek’s governance expertise; investors should monitor adherence to succession and refresh policies over time .
RED FLAGS
- Persistent above-peer “Against” votes in elections across 2023–2024 .
- Multiple external leadership roles (Lead Independent Director at two other public companies) may raise time-commitment questions for some investors; no formal overboarding concerns disclosed by CTS .
Positive Signals
- Strong say-on-pay support (>97% approval reported) and robust anti-hedging/anti-pledging safeguards .
- Clear independence determinations and structured conflict review process .