William S. Johnson
About William S. Johnson
William S. Johnson (age 68) is an independent director of CTS Corporation, serving since 2015. He is Chair of the Compensation and Talent Committee, and a member of the Audit Committee and the Technology and Transactions Committee; the Board has determined he qualifies as an audit committee financial expert. Johnson’s background includes nearly 15 years as CFO of Cabot Microelectronics/CMC Materials, CFO of Budget Group, and finance/management roles at BP Amoco; he currently serves on the advisory board of Waldom Electronics. All non-management directors, including Johnson, are independent under NYSE and CTS guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cabot Microelectronics (CMC Materials, now Entegris subsidiary) | CFO (VP then EVP), Senior Advisor to CEO | CFO: Apr 2003–Jan 2018; Senior Advisor: Jan 2018–Jan 2019 | Led finance for global advanced materials supplier to semiconductors; risk management and international operations experience |
| Budget Group, Inc. (now Avis Budget Group part) | EVP & CFO | Aug 2000–Mar 2003 | Corporate finance leadership in transportation services |
| BP Amoco | Finance and management roles (increasing responsibility) | 1983–1999 | Global oil, gas, chemical exposure; multinational finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Waldom Electronics | Advisory Board member | Current | Master distributor of electronic/electrical components; advisory capacity |
| Other public company boards | None | — | “Other Public Boards” listed as “—” for Johnson |
Board Governance
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Compensation and Talent | Chair | 5 | Oversees executive and director pay; engaged independent consultant (Exequity) and found no conflicts |
| Audit | Member; Audit Committee “financial expert” | 8 | Financial reporting, internal controls, auditor oversight; cybersecurity oversight resides with Audit |
| Technology & Transactions | Member | 3 | Technology strategy and preliminary M&A review |
- Independence and attendance: All non-management directors were independent; the Board held 5 meetings and all directors attended at least 75% of Board and committee meetings; non-management directors held executive sessions at each regular Board meeting.
- Board structure: Combined Chair/CEO (O’Sullivan) with a Lead Independent Director (Profusek) who receives a $20,000 retainer and leads executive sessions.
Fixed Compensation
| Component | Amount (USD) | Basis |
|---|---|---|
| Base annual cash retainer (2024) | $70,000 | Standard non-management director retainer |
| Compensation & Talent Committee Chair retainer (2024) | $20,000 | Chair stipend |
| Total cash fees received (2024) | $90,000 | Reported in 2024 Director Compensation table |
Performance Compensation
| Grant | Grant Date | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director RSUs | Nov 7, 2024 | 2,400 | $140,952 | Generally vest on first anniversary; distributable upon vesting unless deferred |
| Annual director RSUs | Nov 6, 2025 | 3,500 | — | RSUs vest 100% one year after grant; reported as stock award at $0 price |
- Director equity grants are service-based; no performance-linked metrics are disclosed for director compensation.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None for Johnson (Other Public Boards “—”) |
| Compensation Committee interlocks | None in 2024; no CTS executive served as a director at an entity where a CTS director was an executive. |
Expertise & Qualifications
- Audit/financial expertise: Audit committee financial expert designation; extensive CFO experience; financial literacy.
- Risk management and international business: Significant risk oversight and global operations exposure.
- Strategy/M&A: Leadership and M&A experience aligned with Board skills matrix (leadership, strategic planning, M&A).
- Industry/end-market knowledge: Semiconductors (advanced materials), transportation services, energy sector exposure.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership of common stock | — (none) |
| Directors’ deferred common stock units | 40,800 |
| Total (shares + deferred units) | 40,800 |
| Percent of class | Less than 1% (based on 30,013,311 shares outstanding) |
| Stock ownership guideline | Directors: 5.5x annual retainer |
| Compliance status | All directors exceed guideline except Stone and Dodrill; Johnson in compliance |
| Pledged shares | None; no director or executive officer has pledged CTS shares |
| Hedging/pledging policy | Anti-hedging/anti-pledging policy applies to directors and officers |
Insider Trades
| Date | Type | Shares/Units | Notes |
|---|---|---|---|
| Nov 7, 2024 | RSU grant | 2,400 | Annual director grant targeting $140,000 stock compensation; generally one-year vest |
| Nov 8, 2024 | Form 4 filing | 2,400 | Reported stock award/RSUs (record of director grants) |
| Nov 6, 2025 | Form 4 filing | 3,500 | Director RSUs granted; vest 100% one year after grant; price $0 |
Governance Assessment
- Strengths
- Independent director with deep CFO/finance credentials and designated audit committee financial expert; sits on Audit and chairs Compensation.
- Compensation governance: As Chair, engaged independent consultant (Exequity) with no identified conflicts; strong Say-on-Pay support (97% approval in 2024; >97% average over five years).
- Alignment safeguards: Anti-hedging/anti-pledging policy; directors meet ownership guidelines (Johnson in compliance); no pledged shares.
- Board effectiveness: Executive sessions at each Board meeting, risk oversight processes, clear committee charters; Johnson’s committees met regularly (Audit 8x, Comp 5x, Tech 3x) and Board attendance ≥75%.
- Potential conflicts/RED FLAGS
- External advisory role at Waldom Electronics (component distributor) presents theoretical ecosystem proximity; no related-person transactions disclosed involving directors, and NG&S Committee reviews potential director conflicts.
- Combined Chair/CEO structure can raise oversight concerns; mitigated by an active Lead Independent Director with defined responsibilities and executive sessions.
Implication: Johnson’s finance depth and committee leadership support investor confidence in pay governance and financial oversight; strong Say-on-Pay outcomes and compliance with ownership policies signal alignment, while structural risks from combined Chair/CEO are addressed by board processes and independent leadership.