THRM 10-K Annual Report Dec. 31, 2023 | Alphaminr

THRM 10-K Fiscal year ended Dec. 31, 2023

GENTHERM INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Stock, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. DirectItem 11. Executive CompensationItem 11. ExecutiItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial OwnItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelatedItem 14. Principal Accounting Fees and ServicesItem 14. Principal AccounPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k SummaryNote 1 OverviewNote 2 Summary Of Significant Accounting PoliciesNote 3 New Accounting PronouncementsNote 4 AcquisitionsNote 5 Restructuring and ImpairmentsNote 6 Details Of Certain Financial Statement ComponentsNote 7 Goodwill and Other IntangiblesNote 8 LeasesNote 9 DebtNote 10 Pension and Other Post Retirement Benefit PlansNote 11 Commitments and ContingenciesNote 12 Earnings Per ShareNote 13 Financial InstrumentsNote 14 Fair Value MeasurementNote 15 EquityNote 16 Reclassifications Out Of Accumulated Other Comprehensive LossNote 17 Accounting For Stock Based CompensationNote 18 Income TaxesNote 19 Segment Reporting

Exhibits

2* Share Purchase and Transfer Agreement, dated May 4, 2022, by and among Gebhardt Holding GmbH, ELBER GmbH, Gentherm GmbH, and Andreas Gebhardt, Markus Gebhardt and Dr. Johann Vialberth 10-Q 3/31/22 2.1 5/4/22 3.1 Second Amended and Restated Articles of Incorporation of Gentherm Incorporated 8-K 3.2 3/5/18 3.2 Amended and Restated Bylaws of Gentherm Incorporated 8-K 3.1 5/26/16 4 Description of Securities 10-K 12/31/19 4 2/20/20 10.1** Summary of Non-Employee Director Compensation (effective starting with the 2021 annual meeting of shareholders) 10-Q 6/30/21 10.3 7/30/21 10.2** Second Amended and Restated Gentherm Incorporated Senior Level Performance Bonus Plan 8-K 10.1 3/15/21 10.3.1** 2013 Equity Incentive Plan Schedule 14A A 4/22/13 10.3.2** Amendment to the Gentherm Incorporated 2013 Equity Incentive Plan 8-K 10.2 5/19/17 10.3.3** Second Amendment to the Gentherm Incorporated 2013 Equity Incentive Plan, effective as of May 21, 2020 8-K 10.1 5/26/20 10.3.4** Form of Stock Option Award Agreement under the 2013 Equity Incentive Plan 8-K 10.1 6/27/13 10.3.5** Form of Stock Appreciation Right Award Agreement under the 2013 Equity Incentive Plan 8-K 10.2 6/27/13 10.3.6** Form of Restricted Stock Award Agreement under the 2013 Equity Incentive Plan 8-K 10.3 6/27/13 10.3.7** Form of Restricted Stock Award Agreement (Retention Award) under the 2013 Equity Incentive Plan 8-K 10.1 10/4/17 10.3.8** Form of Restricted Stock Unit Award Agreement (Performance-Based) under the 2013 Equity Incentive Plan 8-K 10.1 6/13/18 10.3.9** Form of Restricted Stock Unit Award Agreement (Time-Based) under the 2013 Equity Incentive Plan 8-K 10.2 6/13/18 10.3.10** Form of Restricted Stock Unit Award Agreement (Performance-Based) under the 2013 Equity Incentive Plan Anversa 8-K 10.2 12/12/18 10.3.11** Form of Restricted Stock Unit Award Agreement (Time-Based) under the 2013 Equity Incentive Plan Anversa 8-K 10.3 12/12/18 10.3.12** Form of Restricted Stock Unit Award Agreement (Performance-Based) under the 2013 Equity Incentive Plan (effective as of 2020 grants) 10-Q 3/31/20 10.1 5/7/20 10.3.13** Form of Restricted Stock Unit Award Agreement (Time-Based) under the 2013 Equity Incentive Plan (effective as of 2020 grants) 10-Q 3/31/20 10.2 5/7/20 10.3.14** Form of Restricted Stock Award Agreement (Director) under the Gentherm Incorporated 2013 Equity Incentive Plan 10-Q 6/30/20 10.7 8/4/20 10.3.15** Form of Restricted Stock Award Agreement (Director) (effective as of 2021 grants) 10-Q 6/30/21 10.2 7/30/21 10.3.16** Form of Restricted Stock Unit Award Agreement under the 2013 Equity Incentive Plan (effective as of 2021 grants) 8-K 10.2 3/15/21 10.3.17** Form of Performance Stock Unit Award Agreement under the 2013 Equity Incentive Plan (effective as of 2021 grants) 8-K 10.3 3/15/21 10.4.1** Gentherm Incorporated 2023 Equity Incentive Plan 8-K 10.1 5/18/23 10.4.2** Form of Performance Stock Unit Award Agreement under the Gentherm Incorporated 2023 Equity Incentive Plan 8-K 10.2 5/18/23 10.4.3** Form of Restricted Stock Unit Award Agreement under the Gentherm Incorporated 2023 Equity Incentive Plan 8-K 10.3 5/18/23 10.4.4** Form of Restricted Stock Award Agreement (Director) under the Gentherm Incorporated 2023 Equity Incentive Plan 8-K 10.4 5/18/23 10.5.1 Second Amended and Restated Credit Agreement, dated as of June 10, 2022, by and among Gentherm Incorporated, Gentherm (Texas), Inc., Gentherm Licensing, Limited Partnership, Gentherm Medical, LLC, Gentherm GmbH, Gentherm Enterprises GmbH and Gentherm Licensing GmbH, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer. 8-K 10.1 6/13/22 10.5.2 Second Amended and Restated Pledge and Security Agreement, dated as of June 10, 2022, by and among Gentherm Incorporated, Gentherm (Texas), Inc., Gentherm Medical, LLC, Gentherm Properties I, LLC, Gentherm Properties II, LLC and Bank of America, N.A. 8-K 10.2 6/13/22 10.6.1** Employment Contract between Gentherm Incorporated and Phillip Eyler, dated as of September 18, 2017 8-K 10.1 10/3/17 10.6.2** Amendment to Employment Terms between Gentherm Incorporated and Phillip Eyler, dated as of December 7, 2018 8-K 10.1 12/7/18 10.6.3** Second Amendment to Employment Terms between Gentherm Incorporated and Phillip Eyler dated as of April 21, 2020 10-Q 6/30/20 10.4 8/4/20 10.7.1** Offer Letter between Gentherm Incorporated and Matteo Anversa, dated as of October 22, 2018 8-K 10.1 12/12/18 10.7.2** First Amendment to Offer Letter Agreement between Gentherm Incorporated and Matteo Anversa dated as of April 21, 2020 10-Q 6/30/20 10.5 8/4/20 10.7.3** Second Amendment to Offer Letter Agreement between Gentherm Incorporated and Matteo Anversa, dated as of March 12, 2021 8-K 10.5 3/15/21 10.8.1** Employment Contract between Gentherm GmbH and Thomas Stocker, effective September 1, 2019 10-Q 9/30/19 10.1 10/29/19 10.8.2** First Amendment to the Employment Agreement between Gentherm Enterprises GmbH and Thomas Stocker, effective June 28, 2021 10-Q 6/30/21 10.1 7/30/21 10.9.1** Offer Letter between Gentherm Incorporated and Hui (Helen) Xu, effective November 4, 2019 10-K 12/31/19 10.11 2/20/20 10.9.2** Amendment to Offer Letter between Gentherm Incorporated and Helen Xu, dated as of August 21, 2023 10-Q 9/30/23 10.1 10/26/23 10.10** Severance Pay Plan for Eligible Employees of Gentherm Incorporated 8-K 10.4 3/15/21 10.11** Form of First Amendment to Executive Offer Letter 8-K 10.7 3/15/21 10.12.1** Amended and Restated Gentherm Incorporated Deferred Compensation Plan, dated May 20, 2019 (and effective January 1, 2019) 10-Q 6/30/19 10.4 7/26/19 10.12.2** Deferred Compensation Agreement, between Gentherm Incorporated and Phillip Eyler, dated as of December 31, 2018. 8-K 10.2 1/4/19 10.13 Confirmation of Issuer Forward Repurchase Transaction between Gentherm Incorporated and Bank of America, N.A., dated as of November 1, 2023 8-K 10 11/2/23 10.14** Summary of Non-Employee Director Compensation (effective starting with the 2024 annual meeting of shareholders) 21 List of Subsidiaries (Direct and Indirect) of the Company 23.1 Consent of Ernst & Young LLP 24 Power of Attorney 31.1 Section 302 Certification - CEO 31.2 Section 302 Certification CFO 32.1*** Section 906 Certification CEO 32.2*** Section 906 Certification - CFO 97 Gentherm Incorporated Policy for the Recovery of Erroneously Awarded Compensation