Scott L. D’Angelo
About Scott L. D’Angelo
Scott L. D’Angelo served as Vice President, Chief Legal and Administrative Officer and Corporate Secretary of CTS; he joined CTS in 2021, was promoted into the expanded role effective July 1, 2024, and resigned effective April 4, 2025 to pursue another chief legal officer opportunity . In 2024, CTS delivered $516 million of sales (down 6% YoY) and adjusted EPS of $2.17 with cash from operations of $99 million; adjusted gross margin improved by 243 bps YoY, and the company returned over $48 million to shareholders via buybacks/dividends . Over the 2022–2024 PRSU period, CTS’ performance produced a 130% payout: RTSR achieved 92% (max payout), three-year operating cash flow reached $309 million (max), while three-year sales growth was 0.6% (no payout) . CTS’ 2024 MIP for NEOs paid below target (64.9% of target) based on actual performance vs. EPS, sales, and working capital targets with a +10% ESG modifier .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| CTS Corporation | Vice President, Chief Legal and Administrative Officer; Corporate Secretary | Jul 2024 – Apr 4, 2025 | Role expanded from Chief Legal Officer; promotion effective July 1, 2024 |
| CTS Corporation | Vice President, Chief Legal Officer; Corporate Secretary | 2021 – Jun 2024 | Corporate Secretary; named NEO; joined CTS in 2021 |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 1,096,700 (per SCT includes RSU/MIP/etc.) | 825,076 (per SCT includes RSU/MIP/etc.) | 1,293,887 (per SCT includes RSU/MIP/etc.) |
| Salary – Base Salary Earned ($) | 339,620 | 349,538 | 390,958 |
| Target bonus (% of base) | 55% | 55% (unchanged) | 60% (prorated from 55% effective Jul 1, 2024) |
| Annual MIP paid ($) | 337,840 | 0 (committee exercised discretion to pay $0 despite ESG goal met) | 147,725 |
Notes:
- 2024 base salary rate increased from $376,200 to $415,000 effective July 1, 2024 upon promotion .
- 2024 target bonus increased from 55% to 60% effective July 1, 2024 (prorated for 2024) .
Performance Compensation
2024 Management Incentive Plan (MIP) – Metrics and Outcomes (D’Angelo)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout impact |
|---|---|---|---|---|---|---|
| Adjusted EPS ($) | 60% | 2.03 | 2.22 | 2.45 | 2.15 | Below target; contributes to sub-100% payout |
| Sales ($ millions) | 30% | 523 | 550 | 589 | 501 | Below threshold; 0% for this component |
| Controllable working capital (% of sales) | 10% | 17.9% | 17.0% | 14.5% | 17.8% | At threshold; partial payout |
| ESG modifier (women in leadership) | +/-10% | <27%: -10% | 27% | >30%: +10% | 31% | +10% modifier applied |
| Annual incentive earned (%) | — | — | — | — | — | 64.9% |
| 2024 MIP paid ($) | — | — | — | — | — | 147,725 |
Plan mechanics: 0–200% payout per metric with straight-line interpolation; company-level goals for NEOs; committee may adjust for unusual items (SyQwest acquisition excluded for measures) .
Long-term Performance Equity – PRSU results
Company metric performance (2022–2024 PRSU plan):
| Metric | 50% | 100% | 150% | 200% | Actual | Metric payout | Weight | Weighted contribution |
|---|---|---|---|---|---|---|---|---|
| Three-year Sales Growth | 13% | 16% | 20% | 25% | 0.6% | 0% | 35% | 0% |
| Three-year Relative TSR | 30% | 50% | 70% | 90% | 92% | 200% | 35% | 70% |
| Three-year Operating Cash Flow ($m) | 190 | 250 | 275 | 300 | 309 | 200% | 30% | 60% |
| Total payout vs target | — | — | — | — | — | — | — | 130% |
Executive award outcomes (settled in 2025):
| Plan | Period | Target RSUs (#) | Payout (%) | Shares delivered (#) |
|---|---|---|---|---|
| Performance RSU | 2022–2024 | 7,145 | 130% | 9,289 |
Service-based RSU grants (2024 awards):
| Grant date | Award type | Units | Vesting schedule |
|---|---|---|---|
| Feb 7, 2024 | Service-based RSU | 4,542 | 3-year vesting, 1/3 annually |
| Feb 7, 2024 | Service-based RSU | 5,853 | 2-year cliff vest on 2nd anniversary |
Scheduled service-based RSU vesting (as of 12/31/2024)
| Vest date | Units |
|---|---|
| Feb 7, 2025 | 1,514 |
| Feb 9, 2025 | 1,385 |
| Feb 10, 2025 | 1,587 |
| Feb 7, 2026 | 7,367 |
| Feb 9, 2026 | 1,385 |
| Feb 7, 2027 | 1,514 |
Note: Participants must remain continuously employed through PRSU performance periods to receive payouts, subject to limited exceptions; service-based RSUs vest per schedule, and unvested awards generally do not vest upon voluntary resignation absent special provisions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/14/2025) | 14,953 CTS shares; <1% of outstanding |
| Unvested service-based RSUs (12/31/2024) | 14,752 units (market value $777,873 at $52.73) |
| Unearned PRSUs (12/31/2024) | 9,264 target units (market value $488,491 at $52.73) |
| Hedging/pledging | Prohibited for officers; no pledges by directors/executives |
| Ownership guidelines | General Counsel/Corporate Secretary: 3x base salary; D’Angelo is within 6-year compliance period (not yet at required level) |
| Policy alignment | Clawback policy adopted Oct 2, 2023 for restatement-related recoveries (3-year lookback) |
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | CTS disclosed no individual employment agreement for 2024 |
| Severance policy (non-CIC) | Tier 1: lump sum equal to 12 months base salary; 12 months medical/dental at employee share; outplacement up to $30,000 |
| Change-in-control (CIC) agreement | Double-trigger; lump sum=2x (greater of current or 3-yr avg base) + (greater of 3-yr avg cash incentive or target), 24 months medical/dental (reimbursed excess over active rate), outplacement up to $30,000; 280G cutback applies |
| CIC equity vesting | If not assumed or upon qualifying termination within 24 months post-CIC: service RSUs and PRSUs vest (PRSUs at greater of target or actual-to-date) |
| Non-compete / non-solicit (CIC) | 1-year non-compete; non-solicit restrictions for up to 4 years post-CIC |
| Estimated CIC benefits (as of 12/31/2024) | Severance base+incentive: $1,284,890; welfare: $54,350; outplacement: $30,000; accelerated equity: $1,842,650; 280G reduction: $(224,955); Total: $2,986,934 |
Resignation: D’Angelo submitted his resignation on March 5, 2025, effective April 4, 2025; the company disclosed the departure was a personal decision and not due to any disagreement with CTS .
Company Performance Context (for pay-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Sales ($ millions) | 586.9 | 550 | 516 |
| Adjusted EPS ($) | 2.46 | 2.22 | 2.17 |
| Cash from operations ($ millions) | 121.2 | 89 | 99 |
Governance signals: Say‑on‑Pay support remained very strong (97%+ at 2024 meeting), and the Compensation Committee utilizes independent consultant Exequity; hedging/pledging is prohibited and a clawback policy is in place .
Investment Implications
- Alignment and incentives: Mix skews to performance equity (PRSU), with clear formulas tied to RTSR, operating cash flow, and growth; 2022–2024 PRSU paid at 130% despite muted 3-year sales growth, driven by 92% RTSR and strong cash generation—supportive of value creation focus but may reward relative performance even in softer topline environments .
- Insider supply/vesting dynamics: Large service-based vests occurred in early Feb 2025 (4,486 units scheduled across Feb 7/9/10), potentially adding minor sellable supply pre-resignation; sizable 2026–2027 service-based vests and all unearned PRSUs were at risk of forfeiture upon his April 2025 resignation absent special provisions .
- Retention and transition risk: The April 4, 2025 departure removes a long-tenured legal leader promoted in mid‑2024; given CTS’ double‑trigger CIC and standard severance (non‑CIC) terms, there is limited “golden parachute” incentive tied to ordinary exits; near‑term execution continuity depends on legal leadership backfill .
- Governance quality: Anti‑hedging/pledging policy, strong say‑on‑pay votes, and a restatement‑based clawback mitigate risk of shareholder‑unfriendly practices; stock ownership guidelines require 3x salary for the General Counsel role, with a six‑year compliance runway (D’Angelo was still within the window) .
Overall: Pay design ties cash and equity to measurable outcomes; the resignation eliminates future insider supply from his unvested awards and modestly raises near‑term transition risk in the legal function, but governance structures and committee oversight appear robust .