GENTHERM INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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(Name of registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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☐
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Fee paid previously with preliminary materials.
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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March 27, 2025
Dear Gentherm Shareholders:
On behalf of the Board of Directors, I invite you to attend the 2025 annual meeting of shareholders on Thursday, May 8, 2025, at 8:30 a.m., Eastern time. The annual meeting will be held in a virtual-only format to provide
broad access for shareholders and employees. We encourage you to submit your proxy vote in advance of the meeting by following the instructions on the accompanying proxy card.
2024 In Review
In 2024, the global Gentherm team continued the strong execution of its strategy under former CEO, Phillip Eyler’s leadership. We recorded over $2 billion in automotive new business awards for the second consecutive year,
including breakthrough awards for several new, innovative products, Puls.A™ and ComfortScale™.
Further, we achieved record Adjusted EBITDA of $183 million in 2024 and expanded Adjusted EBITDA margins by 30 basis points compared to the prior year, despite a modest decrease in revenue and a continued challenging
automotive light vehicle production environment. Going forward, the Company remains committed to driving continued profitability improvements over the long term.
Finally, the Company’s balance sheet remained strong with net leverage of approximately 0.5x. During the year, the Company made significant investments in operations, returned $50 million dollars to shareholders through
share repurchases and positioned itself well for future investments in growth.
CEO Succession
In November 2024, following regular annual succession discussions among the board with the then-current CEO, Phil Eyler, a year ago, we announced a planned succession that allowed him to pursue new professional interests
and served the best interest of the Company for the next phase of growth. In January 2025, the Company welcomed Bill Presley as the new President, CEO and Board Director following an extensive and thorough search and review process led by the Board
with the assistance of a large national search firm and industry connections. Our Board views orderly transitions as critical to all stakeholders and ensuring continuity in the business, and we believe we delivered on this commitment. Bill is the
right successor to build on the success achieved through Phil’s leadership and continue to drive shareholder value over the long term through strong execution of the Company’s strategy and growth aspirations.
Bill joins Gentherm with more than 30 years of experience in roles of increasing responsibilities at Chrysler Corporation, Lear Corporation and, most recently, as Vice-Chairman and Chief Operating Officer of Aptiv PLC. As
a recognized leader in the industry, Bill possesses exceptionally deep management, sales, engineering and manufacturing expertise. Bill has a proven track record of driving growth in core and adjacent markets both organically and inorganically.
Furthermore, his operational knowledge enables him to help teams create a culture that expand margins through efficient execution in every phase of product creation, manufacturing and delivery.
At the beginning of 2025, the Company also welcomed Jon Douyard as the new Executive Vice President, Chief Financial Officer and Treasurer. The Board further assisted Bill and management in the selection of Jon by
ensuring the CFO search process was closely integrated with the CEO search process and provided confidence in a shared vision and partnership in these closely connected roles. Jon has 25 years of global finance experience, most recently the Chief
Financial Officer of The Shyft Group, where he demonstrated a track record of delivering profitable growth through business cycles by successfully leading a strategy to drive financial performance, and generate increased cash flow.
On behalf of the board and Gentherm’s global team, I thank Phil for his leadership driving the Company’s Focused Growth Strategy and enhancing its culture, and welcome Bill and Jon to Gentherm to build on the success. We
look forward to working together to drive the Company’s long-term growth and success.
Thank you for your continued investment and support of Gentherm. We respectfully request you to vote in accordance with our recommendations at the 2025 annual meeting.
Sincerely,
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Ron Hundzinski
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Chair, Gentherm Board of Directors
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Technology to the next degree™
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www.gentherm.com
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Dear Gentherm Shareholders:
I am honored to have been selected as the new President and Chief Executive Officer of Gentherm, and look forward to leading the organization through its next phase of profitable growth.
Gentherm has a solid foundation built on a scalable technology portfolio, strong customer relationships, culture of innovation, and financial health. Gentherm continues to drive market adoption of new, innovative products
and secure new business awards that maintain its position as a clear global market leader of innovative thermal management and pneumatic comfort technologies. These strong attributes drew me to Gentherm and I believe demonstrate the company is
positioned well for profitable growth and attainment of its growth aspirations.
Since joining Gentherm at the beginning of 2025, I have been focused on gaining a deep understanding of the product portfolio, business operations and key drivers of the Company’s financial performance. I have spent time
meeting with the global Gentherm team, visiting many of our locations, and getting to know our key stakeholders. I have also begun a deep dive into the Company’s corporate strategy. I will continue these efforts as the year progresses, and ensure
our shareholders and the broader investment community understand our strategy and our top priorities for driving revenue growth, margin expansion, and cash generation in the next chapter.
I look forward to working with the Board and the entire global Gentherm team to drive shareholder value.
Bill Presley
President and Chief Executive Officer
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Technology to the next degree™
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www.gentherm.com
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NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
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Meeting Date
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Time
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Virtual Location
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Record Date
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Thursday, May 8, 2025
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8:30 a.m. Eastern Daylight Time
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www.virtualshareholdermeeting.com/THRM2025
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March 11, 2025
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PROPOSAL
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BOARD OF DIRECTORS
RECOMMENDATION
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PROPOSAL
PAGES
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01
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Election of Nine Directors.
To elect nine directors named in the accompanying proxy statement, each to serve for a one-year term until the
2026 annual meeting of shareholders and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.
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FOR
each nominee
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11-28
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02
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Say-on-Pay.
To approve (on an advisory basis) the compensation of our named executive officers.
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FOR
approval
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53-55
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03
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Ratify Appointment of Ernst Young for 2025.
To ratify the appointment of Ernst Young LLP as our independent registered public
accounting firm for the year ending December 31, 2025.
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FOR
ratification
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101-103
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We will also transact any other business that may properly come before the meeting or any postponement or adjournment of the meeting. We are not aware of any such business. Only holders of our common stock at the close of business on March 11,
2025, the record date, are entitled to receive this notice and to attend and vote at the annual meeting.
We have designed the format of the annual meeting to provide our shareholders with similar rights and opportunities to participate to what they would have at an in-person meeting. If you encounter any difficulties accessing the virtual meeting
website, please call the technical support number that will be posted on the meeting log-in page.
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By Order of the Board of Directors
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Wayne Kauffman
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Senior Vice President, General Counsel and Secretary
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Novi, Michigan
March 27, 2025
Your vote is very important.
Whether or not you plan to attend the meeting, we urge you to vote promptly. If you virtually attend the annual meeting, you may revoke your proxy in accordance with the
procedures set forth in the proxy statement and vote online during the meeting.
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Important Notice:
Regarding the availability of proxy materials for the shareholder meeting to be held
May 8, 2025
. The Notice of 2025 Annual Meeting of Shareholders, the accompanying Proxy Statement, and the 2024 annual report to shareholders are available at
www.proxyvote.com
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Technology to the next degree™
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www.gentherm.com
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Non-GAAP Financial Measures
. This proxy statement, including the preceding letter to shareholders from the Chair of the Board, includes non-GAAP financial
measures that excludes the impact of certain amounts. For their definitions, supplemental information and reconciliations to the most directly comparable GAAP financial measure, see our earnings release issued on February 19, 2025 that was
furnished to the SEC on a Form 8-K as of such date.
PROXY STATEMENT │ ANNUAL MEETING OF SHAREHOLDERS │MAY 8, 2025
This proxy summary does not contain all of the information that you should consider. You should read the entire proxy statement before voting. For more complete information regarding the 2024
performance of Gentherm Incorporated (“Gentherm”, “we”, “us”, “our” or the “Company”), review our 2024 annual report to shareholders.
ATTEND AND VOTE AT ANNUAL MEETING
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Meeting Date
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Time
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Virtual Location
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Record Date
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Thursday, May 8, 2025
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8:30 a.m. Eastern Daylight Time
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www.virtualshareholdermeeting.com/THRM2025
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March 11, 2025
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PLEASE VOTE TODAY
Your vote is important. Whether or not you plan to attend the 2025 annual meeting of shareholders (the “annual meeting”) via live webcast, we urge you to vote promptly to save us the expense of
additional solicitation. Please carefully review the proxy materials and follow the instructions below to cast your vote on all of the proposals.
VOTING METHODS IN ADVANCE OF ANNUAL MEETING
Make sure to have your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card and follow the instructions. If you are a record holder, you may vote using one of
the following methods. If you are a beneficial owner, you may vote using one of the methods listed on your voting instruction card.
Online
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By Phone
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By Mail
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www.proxyvote.com
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1-800-690-6903
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Request a printed copy of the proxy materials and complete, sign and return your proxy card
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BUSINESS OVERVIEW
Gentherm Incorporated is the global market leader of innovative thermal management and pneumatic comfort technologies for the automotive industry and a leader in medical patient
temperature management. Automotive products include variable temperature Climate Control Seats®, heated interior systems (including heated seats, steering wheels, armrests and other components), battery performance solutions, cable systems,
lumbar and massage comfort solutions, fuel management valve systems and other valve systems for brake and engine systems, and other electronic devices. Our automotive products can be found on light vehicles manufactured by nearly all the
major original equipment manufacturers ("OEMs") operating in North America and Europe, and several major OEMs in Asia. We operate in locations aligned with our major customers’ product strategies to provide locally enhanced design,
integration and production capabilities. Medical products include patient temperature management systems. Our medical products
can be found in hospitals throughout the world, primarily in the U.S., China, Germany and Brazil. The
Company is also developing
and launching a number of new technologies and products that will help enable improvements to existing products, improve health, wellness and patient outcomes and will lead to new
product applications for existing and new and adjacent markets.
2024 COMPANY PERFORMANCE HIGHLIGHTS
Highlights of Gentherm’s 2024 performance include
(1) (2)
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PRODUCT REVENUE
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ADJUSTED EBITDA (1)
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AUTOMOTIVE NEW
BUSINESS AWARDS (2) |
GAAP DILUTED EARNINGS
PER SHARE |
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$1,456.1
MILLION
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$182.9
MILLION
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$2.4
BILLION
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$2.06
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As compared with $1,469.1
million in 2023 |
A company record with an increase of $2.3 million from $180.6 million in 2023
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Including breakthrough awards for ComfortScale™ and Puls.A™
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As compared with $1.22 for 2023
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(1)
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See the Table of Contents for information regarding our non-GAAP financial measures.
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(2)
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Automotive new business awards represent the aggregate projected lifetime revenue of new awards provided by our customers to Gentherm in the applicable period, with the value based on the
price and volume projections received from each customer as of the award date. Although automotive new business awards are not firm customer orders, we believe that automotive new business awards are an indicator of future
revenue. Automotive new business awards are not projections of revenue or future business as of December 31, 2023, December 31, 2024, the date of this proxy statement or any other date. Customer projections regularly change over
time and we do not update our calculation of any automotive new business award after the date initially communicated. Automotive new business awards in 2023 and 2024 also do not reflect, in particular, the impact of macroeconomic
and geopolitical challenges on future business. Revenues resulting from automotive new business awards also are subject to additional risks and uncertainties as described under “Forward-Looking Statements”.
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Board Recommendation
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Proposal Pages
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FOR
election of each director nominee
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11-28
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Following a review of the individual and aggregate qualifications, attributes, skills and experience of members of the Board of Directors (the “Board”), the Board has nominated the nine
current directors for re-election at the annual meeting. The Board believes that the director nominees will strongly position the Board to continue to collectively serve in the best interests of the shareholders and Company and fulfill
the Board’s significant oversight roles and responsibilities. All directors are elected annually and serve one-year terms until a successor has been duly elected and qualified or until such director’s earlier resignation, retirement or
other termination of service.
At the 2024 annual meeting, all eight continuing director nominees received over 95% of shareholder votes in favor of their
re-election. Mr. Phillip Eyler, our former President and Chief Executive Officer and Interim Chief Financial Officer, resigned from such positions as well as from the Board effective as of December 31, 2024 in connection with his planned transition from the Company.
Mr. Presley was appointed as our President and Chief Executive Officer, as well as to the Board, effective January 1, 2025.
re-election. Mr. Phillip Eyler, our former President and Chief Executive Officer and Interim Chief Financial Officer, resigned from such positions as well as from the Board effective as of December 31, 2024 in connection with his planned transition from the Company.
Mr. Presley was appointed as our President and Chief Executive Officer, as well as to the Board, effective January 1, 2025.
The following table provides summary information about the director nominees.
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Name
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Age
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Current Role
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Independent
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Audit
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MA
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COMP
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NCG
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TECH
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Director Since
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Sophie Desormière
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58
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Chief Growth Officer, Aliaxis Group SA/NV
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Yes
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—
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—
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—
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•
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2012
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David Heinzmann
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61
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Retired
| President and CEO
of Littelfuse, Inc. |
Yes
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—
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—
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2020
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Ron Hundzinski*
(Chair) |
66
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Retired
| CFO and Executive Director, T.I. Fluid Systems
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Yes
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—
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—
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—
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2016
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Laura Kowalchik*
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56
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CFO of Methode Electronics, Inc.
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Yes
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—
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—
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—
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—
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2023
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Charles Kummeth
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64
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Retired
| President
and CEO of Bio-Techne Corporation |
Yes
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—
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•
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—
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2018
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Betsy Meter*
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64
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Retired
| Managing Partner, Michigan KPMG LLP
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Yes
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•
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—
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—
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—
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2021
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William Presley
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55
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President and CEO, Gentherm
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No
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—
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—
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—
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—
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—
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2025
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John Stacey
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59
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Retired
| EVP and Chief Human Resources Officer of Harman International Industries, Inc.
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Yes
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—
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—
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•
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—
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2018
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Kenneth Washington
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64
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SVP, Chief Technology and Innovation Officer of Medtronic PLC
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Yes
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—
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—
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—
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—
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•
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2023
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MA: Mergers and Acquisitions Comp: Compensation and Talent NCG: Nominating and Corporate Governance Tech: Technology
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||||||||||
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Committee Chair
Committee Member
*
Financial Expert
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The following matrix provides a high-level summary of the individual qualifications, attributes, skills and experience that the Director nominees contribute to the Board:
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Qualifications / Expertise
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GOVERNANCE
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Financial Accounting
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8
directors
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Human Resources
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1
director
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Public Company
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8
directors
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Senior Leadership
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9
directors
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COMPANY / INDUSTRY
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Automotive Industry
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8
directors
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Global Management
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9
directors
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Medical Industry
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2
directors
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RD and Commercialization of Technologies
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3
directors
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Strong Commitment To Governance For The Benefit Of Shareholders
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Independence
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Best Practices
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– Eight of nine continuing directors are independent
– Fully independent Board Committees
– Independent, non-executive Chair of the Board
– Average director tenure of approximately 5 years for independent directors
– Regular executive sessions of independent directors
– Board Committees authorized to hire independent advisors at Company expense
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– No classified board
– No director overboarding under our guidelines
– Three female directors, including two Board Committee chairs
– Significant Board oversight of strategy, risk management, sustainability and human capital, including enhanced focus on climate change, cybersecurity and
artificial intelligence
– Significant engagement of management and director succession planning, leading to successful implementation in recent years
– Nearly 100% director meeting attendance
– No related person transactions
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Accountability
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Shareholder Rights
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– Voting policy with the effect of majority voting for uncontested director elections
– Regular Board refreshment, including six new independent directors since 2018, and three new directors since 2023; average director tenure of approximately 5
years
– Robust annual self-evaluation process for Board and Board Committees
– Year-round shareholder engagement, including specific annual engagement on sustainability, human capital management and executive compensation matters
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– Shareholder right to call special meetings (25%)
– No super-majority voting for amendments to organizational documents
– No limitations on shareholder action by written consent
– No dual class common stock
– No poison pill
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Significant Pay-For-Performance and At-Risk Pay, with Enhanced Program Design, to Align with Shareholders
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Board Recommendation
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Proposal Pages
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FOR
approval of 2024 NEO compensation
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53-55
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At the annual meeting, the Board is asking our shareholders to provide advisory (non-binding) approval of the compensation of our named executive officers (“NEOs”) in 2024, as disclosed in this
proxy statement, commonly known as a “say-on-pay” proposal. See “Compensation Discussion and Analysis” for detailed information regarding our compensation philosophy, objectives and design, our compensation-setting process and our NEO
compensation program components, as well as the decisions made for NEOs for 2024.
The say-on-pay proposal at our 2024 annual meeting regarding the compensation of NEOs in 2023 received approximately 86% approval.
Our Board recommends that shareholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (“Named Executives”) as described in this proxy
statement (“say-on-pay vote”), for the reasons below.
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Pay for Performance
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Sound Program Design
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– Over 65% of the 2024 target annual compensation for our CEO was performance-based, and over 50% for our other NEOs
– Over 66% of the 2024 target annual compensation for our CEO was equity-based, and over 48% for our other NEOs, to drive long-term growth and alignment with shareholder returns
– Our incentive plans use numerous performance metrics aligned with our business strategy, providing appropriate retention and motivation and diversifying risk associated with any
metric
– Our annual cash bonus plan solely includes pre-established objective goals, with 80% of the target value weighted on two key financial metrics and 20% of the target value
weighted on key strategic operational goals
– In 2024, our PSUs include a relative total shareholder return (“rTSR”) modifier to further align the long-term interests of NEOs and shareholders, and to ensure alignment with
the significant outperformance or underperformance of our Common Stock price relative to the peer group
– Utilization of an objective adjustment policy for performance goals
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– Provide a competitive total pay opportunity, annually benchmarked against a peer group and survey data (including for new hires)
– The performance metrics are reviewed annually to ensure they reflect evolving business strategies that drive long-term growth, and the utilization of metrics have evolved in
recent years in practice
– An emphasis on pay-for-performance and equity compensation
– Long-term focus enhanced through multi-year performance requirements and vesting of equity
– Does not encourage unnecessary and excessive risk taking, including reasonable caps on incentive payout opportunities and effective policies (including stock ownership
guidelines, equity grant guidelines, clawback policies, securities trading policy and prohibition on pledging/hedging of equity)
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Eyler Departure
. Following the implementation of the Company’s planned transition process effective December 31, 2024, Mr. Eyler
entered into a Separation and Consulting Agreement that confirmed specified severance and related benefits from his employment agreement. See “Named Executive Officer Compensation Tables—Potential Payments Upon Termination or Change in Control
at December 31, 2024.”
2024 NEO Compensation Program Design
In the first quarter of 2024, the Compensation and Talent Committee approved the design of our 2024 NEO compensation program. The Committee approved revisions to the incentive plans that continue
the journey of balancing shareholder interests in an environment of continued macroeconomic, geopolitical and industry volatility by reducing the number of metrics and the duplication of metrics. This change allows the management team to focus
on core financial metrics that bring shareholder value over the short- and long-term.
2024 Bonus Plan (% Weighted)
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In designing the 2024 Senior Level Bonus Program, the Compensation and Talent Committee determined to reduce the amount metrics and the duplication of metrics between the different components of the executive
compensation program. Each of the performance goals payout independently, with a maximum 200% payout individually and in aggregate.
2024 Equity Awards – Target PSUs (Weighted as $ of Grant Value)
In establishing the 2024 long-term incentive program, the Compensation and Talent Committee determined to streamline the number of performance metrics comprising the program, while adding a modifier to address
relative stock price alignment. Each of the performance goals payout independently, with a maximum 200% payout individually and 250% in aggregate.
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Relative TSR modifier has the potential
to impact overall performance +/- 25%
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PROPOSAL NO. 3 –
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, ERNST YOUNG, FOR 2025
Continued Effective Collaboration with Audit Committee in Financial Statements, Internal Controls and Related Risk Management
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Board Recommendation
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Proposal Pages
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FOR
approval of ratification of EY appointment
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101-103
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At the annual meeting, the Board is asking our shareholders to ratify the appointment of Ernst Young LLP (“Ernst Young”) as the Company’s independent registered public accounting firm
for 2025. The Audit Committee conducted a competitive process to select the Company’s independent registered public accounting firm for the Company’s year ending December 31, 2020, and the Audit Committee ultimately selected and appointed Ernst
Young and such relationship continued through 2024.
At the 2024 annual meeting, shareholders voted more than 99% in favor of the proposal to ratify the appointment of Ernst Young as the Company’s independent registered
public accounting firm for 2024.
The Audit Committee has reappointed Ernst Young as the Company’s independent registered public accounting firm for the year ending December 31, 2025, including based upon the following
factors:
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Efficiencies of continued engagement
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Audit effectiveness
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Expertise and industry knowledge
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External data on audit quality and performance
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Reasonableness of fees
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Strong quality of communications
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Strong ratification proposal support at the Company’s 2024 annual meeting
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INDEX OF FREQUENTLY REQUESTED INFORMATION
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Topic
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Page
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Topic
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Page
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Audit Fees
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106
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Pay Versus Performance
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91
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Board Leadership
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14
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Peer Group
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74
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CEO Pay Ratio
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97
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Required Approvals for Proposals
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110
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Clawback Policy
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75
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Risk Oversight of Board
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40
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Director Attendance
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34
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Securities Trading Policy; Limits on Hedging and Pledging
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34; 75
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Director Nominee Backgrounds
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19
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Standing Committees of the Board
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34
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Director Diversity, Age and Tenure
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15
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Stock Ownership Guidelines – Directors
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30
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Director Independence
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28
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Stock Ownership Guidelines – Officers
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74
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Director Qualifications
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15
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Succession Planning
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42
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Elements of Compensation
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62
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Sustainability and Social Responsibility
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43
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Human Capital Management
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45
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Target Pay Mix
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60
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ADDITIONAL RESOURCES
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Corporate Governance
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Sustainability
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– Articles and Bylaws
– Board Committee Charters
– Code of Business Conduct and Ethics
– Corporate Governance Guidelines
– Securities Trading Policy
– Fair Disclosure Policy
– Related Person Transactions Policy
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– Sustainability Report
– Sustainability Reporting Frameworks
(SASB, UN SDG, CDP)
– Anti-Bribery Policy
– Conflict Minerals Policy
– Global Human Rights Policy
– Modern Slavery Statement
– Environmental Health and Safety
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Investor Relations
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Annual Meeting
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– Investor Relations
– Press Release
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– Proxy Statement
– Annual Report
|
These policies and documents are available at either
https://ir.gentherm.com/
under the “Corporate Governance” tab or
https://gentherm.com/
under the
“Sustainability” tab. A copy of these policies will be sent to any shareholder, without charge, upon written request to Corporate Secretary, Gentherm Incorporated, 28875 Cabot Drive, Novi, MI 48377.
The Board has re-nominated the nine directors currently serving, listed below.
|
Name
|
Age
|
Title
|
|
Sophie Desormière
|
58
|
Director
|
|
David Heinzmann
|
61
|
Director
|
|
Ronald Hundzinski
|
66
|
Director and Chair of the Board
|
|
Laura Kowalchik
|
56
|
Director
|
|
Charles Kummeth
|
64
|
Director
|
|
Betsy Meter
|
64
|
Director
|
|
William Presley
|
55
|
President, Chief Executive Officer and Director
|
|
John Stacey
|
59
|
Director
|
|
Kenneth Washington
|
64
|
Director
|
One-year terms.
All directors are elected annually and, upon election, will serve one-year terms until the 2026 annual meeting of
shareholders and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. Each nominee has consented to be listed in this proxy statement and agreed to
serve as a director if elected by the shareholders. If any nominee becomes unable or unwilling to serve between the date of this proxy statement and the annual meeting, which we do not anticipate, then the Board may designate a new nominee. In
that case, the persons named as proxies in the attached proxy card will vote for that substitute nominee (unless the proxies were previously instructed to withhold votes for the nominee who has become unable or unwilling to serve).
Alternatively, the Board may reduce the size of the Board.
Director nominees with diverse governance, leadership and industry experience; annual review in connection with nomination process.
Through
regular refreshment, we have built a substantially independent Board that is exceptionally qualified and engaged. Each nominee meets the qualifications, attributes, skills and experience that the Board has established for continuing service on
the Board. Further, we believe the combined attributes of the director nominees sufficiently address the Board’s need to oversee critical matters relevant to the Company’s strategy and operations and strongly position the Board to continue to
collectively serve in the best interests of the shareholders and Company. See below and “Corporate Governance” for additional information regarding the combined attributes of the director nominees, director independence, Board leadership,
director refreshment and recruitment, key areas of Board oversight and the responsibilities of Board Committees.
Eight of nine directors are independent; no related person transactions.
The Board has affirmatively determined that the director
nominees, except Mr. Presley, are independent under the applicable rules of the Nasdaq Global Select Market (“Nasdaq”). There are no family relationships among any of our directors or executive officers, and no directors have any related person
transaction.
Appropriate tenure and Board refreshment.
The Board has not adopted tenure limits and instead focuses on each director’s
qualifications and contributions to the Board and to the Company’s business. The current average tenure of our independent directors and full Board is five years. Since 2018, six directors have joined the Board and five directors have ended
their Board service.
Voting standard – Plurality (with effect of Majority Voting Policy).
Notwithstanding that directors will be elected by a plurality
of votes cast at the annual meeting, Gentherm has a voting policy that has the effect of a majority voting policy that ensures the Board can address shareholder concerns. The Corporate Governance Guidelines provide that if any director
nominee receives a greater number of votes “withheld” than votes “for” such person’s election, then the applicable director must promptly provide a resignation notice, conditioned on Board acceptance, following certification of the
shareholder vote. The Board, upon recommendation of the Nominating and Corporate Governance Committee, will determine whether to accept such resignation offer. The Board will promptly publicly disclose in reasonable detail its decision and
rationale regarding the acceptance or rejection of the resignation, as applicable. If a director’s resignation is accepted by the Board, the Board may either fill the resulting vacancy or decrease the size of the Board pursuant to our Bylaws.
This policy does not apply when the number of individuals nominated for election exceeds the number of directors to be elected, including as a result of a proxy contest, in which case directors would be elected by a plurality of the votes
cast.
|
The Board recommends that you
vote FOR the election of each of the director nominees |
Significant Continuing Independent Leadership by Non-Executive Chair of the Board
Mr. Presley, the Company’s President and Chief Executive Officer, is responsible for the Company’s day-to-day operations and strategic leadership, and implementing those actions, policies and
strategies approved by the Board. Mr. Hundzinski has served as the non-executive Chair of the Board since the 2020 annual meeting. He presides at all Board and shareholder meetings, as well as Board executive sessions of the independent
directors, and has the additional responsibilities set forth below.
|
Corporate Governance Sustainability
|
|
Agendas
|
Prepares the agenda for Board Meetings in consultation with the CEO and other members of the Board, ensuring Board focuses on key issues and tasks facing the Company
|
|
Schedules
|
Approves meeting schedules for the Board to assure that there is sufficient time for discussion of all agenda items and that key advisors and employees are involved as appropriate
|
|
Materials
|
Reviews and approves meeting materials and other information periodically provided to the Board
|
|
Executive Session
|
Develops topics and leads Board discussion in executive session
|
|
Corporate Governance
|
Assists the Board, chair of the Nominating and Corporate Governance Committee and management in overseeing compliance with Corporate Governance Guidelines and promoting corporate governance
best practices
|
|
Communicating with and Advising CEO
|
|
Liaison
|
Serves as a liaison between the CEO and the independent directors
|
|
Strategic Consulting
|
Regularly consults with the CEO regarding the Company’s strategy and key operational matters
|
|
Advisor
|
Provides advice and counsel to the CEO with respect to his executive responsibilities
|
|
Supporting Board Development and Performance
|
|
|
|
Oversight
|
Ensures the Board fulfills its role in overseeing management
|
|
Third-Parties
|
Recommends Board advisers and consultants in consultation with other members of the Board and senior management
|
|
Evaluations
|
Manages the process for annual self-evaluations of Board and its committees (in collaboration with the Nominating and Corporate Governance Committee)
|
|
Board Composition
|
Supports the identification and evaluation of director candidates and consults on committee members and chairs
|
|
Culture
|
Establishes a close relationship and trust with management, providing support, guidance and feedback while respecting executive responsibility
|
|
Board Development
|
Encourages directors to participate in ongoing education programs
|
|
Executive
Succession Planning |
In 2024, led executive succession planning and implementation for CEO and CFO, in collaboration with other Board leaders and Board Committees
|
|
Emergency
Succession Plan |
Maintains an emergency succession plan for the Chair of the Board and the Chair of each Committee, with each planned successor in agreement to serve in such capacity
|
The Board has operated by separating the positions of Chair of the Board and Chief Executive Officer to provide significant leadership to management and strong oversight of key opportunities and
risks impacting the Company. Further, the Board Committees consist solely of independent directors and provide significant oversight and leadership of key Board functions and considerations. The foregoing structure also provides more time for
the Chief Executive Officer to manage the business and develop and implement strategies.
The Board has a policy that if the Chair of the Board is not independent under the applicable rules of Nasdaq, the Board will appoint
a Lead Independent Director with significant responsibilities.
a Lead Independent Director with significant responsibilities.
Balance of Knowledge, Experience, Skills and Expertise to Enhance the Board’s Fulfillment of its Oversight Responsibilities
As part of the Board’s annual self-evaluation process and in connection with director nominations and candidate searches, the Nominating and Corporate Governance Committee reviews and makes
recommendations to the Board, from time to time, regarding
the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board (including diversity attributes), the operations and strategy of the Company and the long-term interests of shareholders, as further discussed in this proxy statement.
the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board (including diversity attributes), the operations and strategy of the Company and the long-term interests of shareholders, as further discussed in this proxy statement.
The biographies of the director nominees set forth their specific qualifications, attributes, skills and experience that led to the Nominating and Corporate Governance Committee’s conclusion that
each director nominee should continue to serve on the Board. Although specific qualifications for Board membership may vary from time to time, the minimum core qualities include (A) the highest ethical character, integrity and shared values with
the Company, (B) loyalty to the Company and concern for its success and welfare, (C) sound business judgment, and (D) sufficient commitment and availability to carry out a director’s duties effectively.
Listed below are additional key skills and experience that we consider important for the directors to have in light of our current
business and structure. In addition, the Board seeks to develop skills and experience in emerging issues, such as cybersecurity, artificial intelligence and sustainability, through its director training and related agenda topics addressed at Board and Board
Committee meetings.
business and structure. In addition, the Board seeks to develop skills and experience in emerging issues, such as cybersecurity, artificial intelligence and sustainability, through its director training and related agenda topics addressed at Board and Board
Committee meetings.
In addition, we believe that our Board benefits from the diverse and unique perspectives of the individual directors. Currently, three of our directors are female and one director is ethnically
diverse.
Set forth below is a breakdown of the director nominees by independence, tenure and age:
|
DIRECTOR NOMINEES
|
DESORMIÈRE
|
HEINZMANN
|
HUNDZINSKI
|
KOWALCHIK
|
KUMMETH
|
METER
|
PRESLEY
|
STACEY
|
WASHINGTON
|
|
Skills and Experience
|
Total No. of Directors
|
|
GOVERNANCE
|
Financial Accounting.
Expertise in financial markets,
corporate finance, and accounting helps directors oversee our capital structure, budgeting, investments, financial reporting, and internal controls. The Company aims to have several audit committee financial experts.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
8
|
||
|
Human Resources.
Expertise in talent management, HR, and executive compensation helps attract, develop, and
retain executives, support the workforce, and strengthen corporate culture.
|
•
|
1
|
||||||||||
|
Public Company.
Experience in leading or serving on a public
company board provides insights into governance, shareholder engagement, reporting, sustainability, and public company operations.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
8
|
|||
|
Senior Leadership.
Leadership experience at the senior level
helps guide strategic, operational, and risk management decisions.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
9
|
||
|
COMPANY / INDUSTRY
|
Automotive Industry.
The automotive industry is our main market,
and such experience is valuable for understanding our RD, technologies, products, manufacturing, supply chain, customers, and market segments.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
8
|
||
|
Global Management.
With operations aligned to major customers in North America, Europe, and Asia, global
management experience offers valuable business, regulatory, and cultural insights.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
9
|
||
|
Medical Industry.
Knowledge of patient temperature management and
the medical sector aids in understanding product cycles, customers, distribution, payments, competition, and regulations.
|
•
|
•
|
2
|
|||||||||
|
RD and Commercialization of Technologies.
Directors with experience in companies who have prioritized
research and development, and commercializing products can provide useful oversight of such matters.
|
•
|
•
|
•
|
3
|
|
Demographic Information
|
||||||||||
|
Age
|
58
|
61
|
66
|
56
|
64
|
64
|
55
|
59
|
64
|
61 (average)
|
|
Tenure
|
||||||||||
|
0 – 5 Years
|
•
|
•
|
•
|
•
|
•
|
|||||
|
6 – 10 Years
|
•
|
•
|
•
|
|||||||
|
11 – 15 Years
|
•
|
|||||||||
|
Independence
|
||||||||||
|
Independent
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
||
|
Not-Independent
|
•
|
|||||||||
Strong Board Refreshment Since 2018
|
6
New Independent Directors
|
|
2
Directors With CEO Experience At Public Companies
|
|
|
Added Expertise In: Automotive (
5
), Financial Accounting (
2
), Human Resources (
1
), RD And Commercialization
Of Technologies ( 1 ), And Medical ( 2 ) |
|
|
3
New Diverse Directors: 2 Female And 1 Ethnic
|
|
|
2
New Female Board Committee Chairs
|
Generally, the Nominating and Corporate Governance Committee will re-nominate incumbent directors who continue to satisfy the Nominating and Corporate Governance Committee’s criteria for
membership on the Board, continue to make important contributions to the Board and consent to continue their service on the Board. If a vacancy on the Board occurs or the Board increases in size, the Nominating and Corporate Governance
Committee will actively seek individuals that satisfy its criteria for membership on the Board. The Nominating and Corporate Governance Committee generally considers multiple sources for identifying and evaluating potential nominees, including
referrals from our current directors, management and other third-party advisors and, from time to time, will engage a director search firm.
The Nominating and Corporate Governance Committee will evaluate nominees recommended by shareholders against the same criteria that it uses to evaluate other potential nominees. Nominations by
shareholders intending to run a director slate in opposition to Company nominees must be sent on a timely basis and otherwise in accordance with our Bylaws and other applicable law and regulations. Please refer to “Additional
Information—Requirements for Submission of Shareholder Proposals and Nominations for 2026 Annual Meeting.” We did not receive any recommendations for director nominations from shareholders for the annual meeting.
Director Recruitment Process
The Nominating and Corporate Governance Committee historically has appointed a Search Committee for carrying out the day-to-day activities of director recruiting, while the Nominating and
Corporate Governance Committee remains in an oversight capacity and remains focused on overall director succession planning.
The following director recruitment and succession planning process is designed to identify the highly qualified candidates in light of Company and Board needs and achieve desired composition, and
reflects actions undertaken in 2023 in connection with the two director appointments. It is also the Board’s desire to have our Chief Executive Officer serve concurrently as a director and therefore Mr. Presley was appointed to the Board
effective January 1, 2025; the executive recruitment process is similar to the director recruitment process.
|
Director Recruitment Process
|
|
01. STRATEGIC PLANNING
Nominating and Corporate Governance Committee is committed to addressing long-term recruiting and succession planning needs and aligning with Company strategy, and it maintains an
evergreen portfolio of potential candidates, informed by Board member and management recommendations from their professional networks and from a national search firm, that is regularly reviewed and updated (including focus on skills,
gender and ethnic diversity).
|
|
02. DIRECTOR PROFILE AND BOARD COMPOSTION
Search Committee identifies desired qualifications, attributes, skills and experience that should be prioritized in near term to enrich the Board, and considers Company business and
strategic needs and current Board composition.
|
|
03. CANDIDATE RECOMMENDATIONS
Search Committee refers to candidate portfolios and may solicit additional recommendations from one or more global search firms using director profile and also considers recommendations
from Board members and management. Search Committee evaluates any recommendations from shareholders during the year.
|
|
04. CANDIDATE REVIEW AND INTERVIEWS
Search Committee and senior management review the qualifications, attributes, skills and experience of each proposed candidate and conducts interviews with leading candidates.
|
|
05. EVALUATION RECOMMENDATIONS
Search Committee recommends one or more leading prospective candidates to the Board after an extensive and iterative evaluation process.
|
|
06. BOARD OF DIRECTORS REVIEW DECISION
All or substantially all of Board interviews each recommended candidate and reviews such person’s respective qualifications and overall suitability to the Board. Upon recommendation of
the Nominating and Corporate Governance Committee of a specific candidate, the Board decides whether to concur with such recommendation and, if so, whether to appoint a candidate mid-year to fill a vacancy and/or nominate at the next
annual meeting of shareholders.
|
|
07. ONBOARDING PLAN
The Board Chair, with guidance from other directors, and senior management develop and deliver an onboarding plan for the candidates designed to familiarize the candidate with Board
members and senior management, Board structure and operation, key corporate policies, the Company and its performance, corporate objectives and goals and long-term strategy, to be implemented upon appointment or election.
|
|
08. BOARD APPOINTMENT AND/OR SHAREHOLDER VOTE
The Board may appoint the director to fill a mid-year vacancy for a term through the next annual meeting of shareholders, or the Company will submit such candidate as a director nominee
together with other director nominees for shareholder vote at the annual meeting.
|
|
Sophie Desormière
Age: 58 • Director Since: 2012 • Independent
|
||
|
Committee(s):
•
Nominating and Corporate
Governance (Chair)
•
Technology
|
Ms. Desormière has broad experience in product planning, product development and market analysis. Her background in these areas assists the Company in its development of long-term product strategies. In
addition, the skills Ms. Desormière has developed while working at and serving on the board of global companies with significant European operations enables her to provide key insight with respect to the Company’s integration of its
worldwide operations and well as the development of its sustainability focus.
|
||
|
Director Qualifications
|
Professional Experience
Chief Growth Officer, Aliaxis Group SA/NV (2023–Present)
Chief Executive Officer, NAVYA (2022–2023)
Chief Executive Officer, AALPS Capital (2018–2021)
General Manager Marketing Sales / Senior Executive Vice President, Solvay (2010–2018)
Various Leadership Roles, Valeo (17 years)
–
Research Development Product Line Director
–
Branch Marketing Innovation Director
–
Group Product Marketing Director
–
Comfort Enhancement Domain Director
Education
Ms. Desormière is a graduate of the Ecole Nationale Supérieure de Chimie de Paris, the Institut de Formation du Caoutchouc and the Program for Management Development at Harvard Business
School.
|
||
|
Automotive
|
||
|
Financial Accounting
|
||
|
Global Management
|
||
|
Public Company
|
||
|
Senior Leadership
|
||
|
Other Public Board Services:
(within last 5 years)
•
Somfy S.A. (2017
–
2022)
•
Navya (2022)
|
|||
|
David Heinzmann
Age: 61 • Director Since: 2020 • Independent
|
||
|
Committee(s):
•
Audit
•
Mergers and Acquisitions
•
Technology
|
As current Special Advisor and former President and Chief Executive Officer at Littelfuse, Inc., Mr. Heinzmann has extensive executive management and operational expertise, particularly in the automotive
industry and regarding global manufacturing. In addition, as the Chief Executive Officer of a public company, he has expertise in strategic planning, risk management, public reporting considerations and public company governance.
|
||
|
Director Qualifications
|
Professional Experience
Retired |
President Chief Executive Officer, Littelfuse, Inc. (2017–2025)
–
Served as a member of the board of directors.
Chief Operating Officer, Littelfuse, Inc. (2014–2017)
Vice President, Global Operations, Littelfuse, Inc. (2007–2014)
Various Roles at Littelfuse, Inc. (1985–2007)
–
Began as a manufacturing engineer and progressed through positions of increasing responsibility.
Education
Mr. Heinzmann holds a Bachelor’s degree in Mechanical Engineering from Missouri University of Science and Technology and is a graduate of Stanford Directors’ College at Stanford University
Law School and AeA/Stanford Executive Institute at Stanford University Graduate School of Business.
|
||
|
|
Automotive
|
||
|
|
Financial Accounting
|
||
|
|
Global Management
|
||
|
|
Public Company
|
||
|
|
Senior Leadership
|
||
|
Other Public Board Services:
(within last 5 years)
•
Littelfuse, Inc. (2017
–
2025)
|
|||
|
Ronald Hundzinski
Chair • Age: 66 • Director Since: 2016 • Independent
|
||
|
Committee(s):
•
Audit
•
Mergers and Acquisitions
|
Mr. Hundzinski’s deep experience as the Chief Financial Officer of multiple large, global automotive suppliers, as well as serving as a public company director, brings important practical experience to
the Board. He understands the key operational, strategic and financial issues of the Company as an executive of public and private companies in the automotive industry, and he can provide unique, real-time advice on critical industry
matters. Mr. Hundzinski also has significant finance and accounting expertise, and the Board has determined this qualifies him as an “audit committee financial expert” under SEC rules. His expertise and knowledge in our largest industry
segment brings invaluable insight to the Board.
|
||
|
Director Qualifications
|
Professional Experience
Retired | Chief Financial Officer Executive Director, TI Fluid Systems (2020–2023
)
Executive Vice President of Finance, Tenneco Inc. (2018–2019)
Executive Vice President Chief Financial Officer, BorgWarner, Inc. (2012–2018)
Various Finance Roles, BorgWarner, Inc. (2005–2012)
–
Treasurer (2011–2012)
–
Controller (2010–2011)
Education
Mr. Hundzinski holds a Bachelor of Business Administration in Finance from Western Michigan University and a Master of Business Administration from the University of Colorado.
|
||
|
|
Automotive
|
||
|
|
Financial Accounting
|
||
|
|
Global Management
|
||
|
|
Public Company
|
||
|
|
Senior Leadership
|
||
|
Other Public Board Services:
(within last 5 years)
•
InfuSystem Holdings, Inc.
(2024
–
Present)
•
T.I. Fluid Systems
(2020
–
2023)
|
|||
|
Laura Kowalchik
Age: 56 • Director Since: 2023 • Independent
|
||
|
Committee(s):
•
Audit
|
Ms. Kowalchik has substantial experience and expertise in leading finance, operations, MA and information technology matters for global companies across various industries, including automotive,
which benefits the Board’s oversight of key growth strategies and risk management. She has also had significant senior leadership experience for global companies. In addition, her significant roles and expertise in finance, accounting
and financial reporting supports the Board’s determination that she is an “audit committee financial expert” under SEC rules.
|
||
|
Director Qualifications
|
Professional Experience
Chief Financial Officer, Methode Electronics, Inc. (2024–Present)
Chief Financial Officer, Communications Power Industries LLC (2023–2024)
Chief Financial Officer, Dayco Incorporated (2019–2023)
Chief Financial Officer, Kenwal Steel Corp. (2018–2019)
Chief Financial Officer Treasurer, Urban Science (2014–2018)
Vice President, Corporate Controller Chief Accounting Officer, Kaydon Corporation
(2010–2014)
Various Senior Financial Roles, International Automotive Suppliers (1998–2010)
–
Held leadership positions at Metaldyne Corporation, Microheat, Inc., and Dura Automotive Systems, Inc.
Education
Ms. Kowalchik has a Bachelor of Science in Business Administration from the University of Richmond and a Master of Business Administration from Indiana University.
|
||
|
|
Automotive
|
||
|
|
Financial Accounting
|
||
|
|
Global Management
|
||
|
|
Public Company
|
||
|
|
Senior Leadership
|
||
|
Other Public Board Services:
(within last 5 years)
•
None
|
|||
|
Charles Kummeth
Age: 64 • Director Since: 2018 • Independent
|
||
|
Committee(s):
•
Compensation and Talent
•
Mergers and Acquisitions (Chair)
•
Technology
|
Mr. Kummeth’s significant experience in the medical industry is important to our business as we seek to grow our medical business and introduce new medical products to the market. In addition, his leadership
experience, including as President and Chief Executive Officer of a public company and as a director of multiple public companies, provides the Board with an important perspective on many topics, including governance, shareholder
engagement and risk management.
|
||
|
Director Qualifications
|
Professional Experience
Senior Advisor, New Mountain Capital Group, L.P. (2024–Present)
Retired | President Chief Executive Officer, Bio-Techne Corporation (2013–2024)
–
Served as a member of the board of directors.
President, Mass Spectrometry Chromatography, Thermo Fisher Scientific Inc. (2011–2013)
President, Laboratory Consumables Division, Thermo Fisher Scientific Inc. (2009–2011)
Various Roles at 3M Corporation (24 years)
–
Vice President, Medical Division (2006–2008)
Education
Mr. Kummeth received a Master of Science in Software Development and Design from
the University of St. Thomas and a Master of Business Administration from the Carlson School of Business at the University of Minnesota. He is a graduate of the University of North Dakota, where he received a Bachelor of Science in Electrical Engineering. |
||
|
Medical
|
||
|
|
Financial Accounting
|
||
|
|
Global Management
|
||
|
|
Public Company
|
||
|
RD and Commercialization
of Technologies |
||
|
|
Senior Leadership
|
||
|
Other Public Board Services:
(within last 5 years)
•
Quantum-Si, Inc.
(2024 – Present)
•
Orthofix Medical, Inc.
(2023–Present)
•
Bio-Techne Corp.
(2023–2024) |
|||
|
Betsy Meter
Age: 64 • Director Since: 2021 • Independent
|
||
|
Committee(s):
•
Audit (Chair)
•
Compensation and Talent
|
Ms. Meter has deep technical accounting expertise specifically in the automotive industry, as an Audit Partner for 24 years focused on automotive OEMs and suppliers. As Managing Partner, Michigan, she has
significant senior leadership experience and managed a substantial team at KPMG. The Board has determined that she is an “audit committee financial expert” under SEC rules.
|
||
|
Director Qualifications
|
Professional Experience
Retired | Managing Partner, Michigan, KPMG LLP (2018–2020)
Partner-in-Charge of Audit, Michigan, KPMG LLP (2013–2017)
Audit Partner, KPMG LLP (24 years)
Education
Ms. Meter holds a Bachelor’s degree in Accounting from Michigan State University. She is a Certified Public Accountant (CPA) and received an Honorary Doctor of Law degree from Walsh College.
|
||
|
|
Automotive
|
||
|
|
Financial Accounting
|
||
|
|
Global Management
|
||
|
|
Senior Leadership
|
||
|
Other Public Board Services:
(within last 5 years)
•
None
|
|||
|
Bill Presley
Age: 55 • Director Since: 2025 • Not-Independent
|
||
|
Committee(s):
• None
|
As our President and Chief Executive Officer, Mr. Presley is responsible for our strategic direction and operational leadership, with extensive knowledge of the day-to-day operations of our business. Mr.
Presley also has substantial global experience in the automotive industry, our largest market, including operations, engineering and manufacturing expertise and holds multiple patents in the industry. Further, he has significant
management experience for automotive public companies, which provides him with an understanding of our Board’s critical oversight responsibilities.
|
||
|
Director Qualifications
|
Professional Experience
President Chief Executive Officer, Gentherm (2025–Present)
–
Leads the Company and serves on the Board of Directors.
Vice Chairman Chief Operating Officer, Aptiv PLC (2023–2024)
–
Oversaw and managed all operations and functions of Aptiv’s business.
SVP President, Signal Power Solutions, Aptiv PLC (2020–2022)
President, Electrical Distribution Systems, Aptiv PLC (2019–2020)
Vice President Business Unit Leader, Electrical Distribution Systems, Lear Corporation (2008–2019)
Chrysler Corporation (1992–2008)
–
Held various positions of increasing responsibility in the automotive industry.
Education
Mr. Presley received a Master of Business Administration from Oakland University, a Master of Electrical Engineering from the University of Detroit, and a Bachelor of Science in Electrical
Engineering from Norwich Military University.
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Automotive
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||
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|
Financial Accounting
|
||
|
|
Global Management
|
||
|
|
Public Company
|
||
|
|
RD and Commercialization
of Technologies |
||
|
|
Senior Leadership
|
||
|
Other Public Board Services:
(within last 5 years)
•
None
|
|||
|
John Stacey
Age: 59 • Director Since: 2018 • Independent
|
||
|
Committee(s):
•
Compensation and Talent (Chair)
•
Nominating and Corporate Governance
|
Mr. Stacey’s broad human resources experience in multi-national environments is extremely valuable, as a substantial portion of our employees are outside of the U.S. His specific experience in the
automotive industry provides insight and guidance for managing our workforce, enhancing the skills of our existing employees and cultivating new talent, including our increasing focus on human capital management and sustainability.
Additionally, Mr. Stacey has extensive background in executive compensation and pay-for- performance programs.
|
||
|
Director Qualifications
|
Professional Experience
Retired | Senior Advisor, Harman International Industries, Inc. (2022–2023)
Executive Vice President Chief Human Resources Officer, Harman International Industries, Inc. (2008–2022)
Various Senior Human Resource Roles, Anheuser-Busch InBev SA/NV (1990–2008)
–
Vice President, People for InBev North America, InBev Central and Eastern Europe
(2005–2008)
Education
Mr. Stacey received a Bachelor of Commerce from Memorial University of Newfoundland.
|
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|
Automotive
|
||
|
|
Global Management
|
||
|
Human Resources
|
||
|
|
Public Company
|
||
|
|
Senior Leadership
|
||
|
Other Public Board Services:
(within last 5 years)
•
Powell Industries, Inc.
(2022–Present) |
|||
|
Kenneth Washington
Age: 64 • Director Since: 2023 • Independent
|
||
|
Committee(s):
•
Technology (Chair)
|
Dr. Washington has substantial experience and expertise in leading technology development for global companies across industries, which enables him to provide oversight of critical opportunities and risks
for our RD innovation and growth strategies. He also has significant knowledge of key Board risk oversight areas, including cybersecurity, compliance and general risk management. In addition, his work at Ford provided him with
extensive knowledge of the automotive industry. Further, his experience as a member of various boards of directors of public and private technology companies positions Dr. Washington to provide unique and valuable insights regarding
strategic planning and governance of high-growth, technology-focused companies.
|
||
|
Director Qualifications
|
Professional Experience
Senior Vice President, Chief Technology Innovation Officer, Medtronic plc (2023–Present)
Vice President of Software Engineering, Consumer Robotics, Amazon Lab126 (2021–2023)
Chief Technology Officer, Ford Motor Company (2017–2021)
– Various technical roles (2014–2017)
Lockheed Martin Corporation (2007–2014)
– Vice President, Advanced Technology Center
– First Chief Privacy Officer
Various Roles at Sandia National Laboratories (21 years)
– Chief Information Officer
Education
Dr. Washington earned his Bachelor’s, Master’s and Doctorate degrees in Nuclear Engineering from Texas AM University.
|
||
|
|
Automotive
|
||
|
|
Financial Accounting
|
||
|
|
Global Management
|
||
|
|
Medical
|
||
|
|
Public Company
|
||
|
|
RD and Commercialization
of Technologies |
||
|
|
Senior Leadership
|
||
|
Other Public Board Services:
(within last 5 years)
•
McKesson Corporation
(2019–2021) |
|||
Eight of Nine Directors are Independent; All Committees Consist of Independent Directors
The Board recently undertook its annual review of director independence in accordance with the applicable rules of Nasdaq. The independence rules include a series of objective tests, including that
the director is not employed by the Company and has not engaged in various types of business dealings with us. In addition, the Board is required to make a subjective determination as to each independent director that no relationship exists
which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Consistent with these considerations, the Board has affirmatively determined that each of Ms.
Desormière, Mr. Heinzmann, Mr. Hundzinski, Mr. Kummeth, Ms. Kowalchik, Ms. Meter, Dr. Shaw (through the expiration of his term on May 16, 2024), Mr. Stacey and Mr. Washington are independent under the applicable rules of Nasdaq. Mr. Presley is
employed by the Company and therefore is not an independent director, and Mr. Eyler, prior to his departure from the Company and the Board, was employed by the Company and therefore was not an independent director.
Each member of the Audit Committee, the Compensation and Talent Committee, the Nominating and Corporate Governance Committee, the Mergers and Acquisitions Committee and the Technology Committee is
independent under Nasdaq rules. In addition, the Board has affirmatively determined that the members of the Audit Committee and Compensation and Talent Committee qualify as independent in accordance with the additional independence rules
established by the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq.
In making these determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities as they may relate to us and
our management. In particular, the Board considered Mr. Heinzmann’s role as Chief Executive Officer of Littelfuse, Inc., which is a supplier to the Company. In determining that Mr. Heinzmann satisfies the Nasdaq objective independence tests and
that his independence was not otherwise impaired under the subjective criteria, the Board determined that the Company’s supply relationship with Littelfuse, Inc. would not interfere with Mr. Heinzmann’s exercise of independent judgment. In making
this determination, the Board considered, among other things, that Littelfuse, Inc. supplies diodes to the Company under a routine, ordinary course supply arrangement, and that the Company selected Littelfuse, Inc. following a request for
quotations process. Further, the Company’s payments for diodes manufactured by Littelfuse, Inc. (indirectly through distributors) were substantially below 1% of Littelfuse, Inc.’s consolidated gross revenue for each of the last three fiscal
years.
Our non-employee director compensation plan is intended to encourage non-employee directors to continue Board service, further align the interests of the Board and shareholders, and attract new
non-employee directors with outstanding skills and qualifications. Directors who are employees or officers of the Company do not receive any additional compensation for Board service.
The Board has delegated to the Compensation and Talent Committee the responsibility, among other things, to review and make recommendations to the Board regarding any proposed changes to the
non-employee director compensation program. The Compensation and Talent Committee typically reviews the non-employee director compensation program every other year. In connection with this review, the compensation consultant to the Compensation
and Talent Committee provides analysis regarding market trends and benchmarking data.
2024 Director Compensation
A Continuation of Historical Program Design; Increase in Equity Compensation Based on Market Data
In November 2023, the Compensation and Talent Committee reviewed non-employee director compensation for 2024 against peer group benchmarking data, general industry data and related analyses
presented by Meridian. Meridian noted that the existing compensation program aligned with the Company’s peers and broader market trends from a structure and design perspective. While the peer benchmarking data indicated that the total
compensation approximated the median, it also indicated that the annual equity compensation approximated the 25th percentile and that the cash retainer for service as Chair of the Board was approximately 20% below median. As a result, the
Compensation and Talent Committee determined to increase equity compensation for Board members by $10,000 and to increase the cash retainer for the Chair of the Board by $20,000, effective as of the 2024 annual meeting.
The following table sets forth the compensation program for non-employee directors in 2024.
|
Annual Cash Retainer For Board Service:
|
($)
|
|
Chair of the Board
|
166,000
|
|
Other non-employee directors
|
86,000
|
|
Annual Cash Retainers For Board Committee Service
|
($)
|
|
Audit Committee - Chair
|
20,000
|
|
Compensation and Talent, Nominating and Corporate Governance, Technology
and Mergers and Acquisitions Committees - Chair |
15,000
|
|
Audit Committee - Member
|
10,000
|
|
Compensation, Nominating and Corporate Governance, Technology and Mergers
and Acquisitions Committees - Member |
7,500
|
|
Annual Equity Retainer
|
$135,000
|
Consistent with historical practice, the annual cash retainers were paid to all of the directors in advance immediately following the 2024 annual meeting of shareholders.
The restricted stock awards to existing directors were granted on the date of the 2024 annual meeting of shareholders. The number of shares of restricted stock granted to each non-employee
director in 2024 was determined by dividing the target dollar value of each restricted stock award by the per share closing price of our common stock on the grant date. The equity retainer vests on the earlier of the first anniversary of the
grant date or the date of the next annual meeting of shareholders.
A director will forfeit their restricted stock in the event of termination of service as a non-employee director of the Company before the first anniversary of the grant date. However, in the event of a director
termination due to death, disability or retirement, the Compensation and Talent Committee may accelerate the vesting of all or a portion of the restricted stock in its discretion at any time.
During the restricted period, the restricted stock entitles the participant to all of the rights of a shareholder, including the right to vote the shares. Before the end of the restricted period, a
participant may not sell, assign, pledge, or otherwise dispose of or hypothecate such person’s restricted stock.
The Company does not provide any perquisites to directors but does reimburse directors for out-of-pocket expenses incurred in attending Board and Board Committee meetings, as well as for director
onboarding and continuing training related to service for the Company and Board.
2024 Director Compensation Table
The table below sets forth the compensation of each non-employee director in 2024.
|
Name
|
Fees Earned Or Paid In Cash
($) (1)
|
Stock Awards
($) (2)
|
Total
($)
|
|
Sophie Desormière
|
108,500
|
135,017
|
243,517
|
|
David Heinzmann
|
111,000
|
135,017
|
246,017
|
|
Ronald Hundzinski
|
183,500
|
135,017
|
318,517
|
|
Laura Kowalchik
|
96,000
|
135,017
|
231,017
|
|
Charles Kummeth
|
116,000
|
135,017
|
251,017
|
|
Betsy Meter
|
113,500
|
135,017
|
248,517
|
|
Byron Shaw
(3)
|
43,222
|
―
|
43,222
|
|
John Stacey
|
108,500
|
135,017
|
243,517
|
|
Kenneth Washington
|
98,205
|
135,017
|
233,222
|
|
(1)
|
Reflects the sum of (a) the pro rata portion of each director’s cash retainer for Board and Board Committee service paid on the date of the 2024 annual meeting of shareholders covering the period
from January 1 to May 16, 2024 and (b) the pro rata portion of each director’s cash retainer for Board and Board Committee service paid on the date of the 2024 annual meeting of shareholders (or upon later appointment) covering the period
from May 16 to December 31, 2024.
|
|
(2)
|
Reflects restricted stock awards granted under the 2023 Equity Incentive Plan (the “2023 Equity Plan”). The amounts reported represent the grant date fair value of the restricted stock award,
which is the closing trading price of a share of our common stock on the grant date multiplied by the number of shares subject to the award. The closing price per share of our common stock on the grant date, May 16, 2024, was $50.72. The
Company does not pay fractional shares.
|
|
(3)
|
Mr. Shaw determined not to stand for reelection at the 2024 annual meeting and resigned from our Board effective prior to the 2024 annual meeting on May 16, 2024. Given Mr. Shaw’s resignation
prior to the 2024 annual meeting, he did not receive a restricted stock award in 2024.
|
At December 31, 2024, each continuing non-employee director held 2,662 shares of unvested restricted stock.
Director Compensation Limit
The 2023 Equity Plan provides that the sum of any cash compensation for service as an outside director of the Company and the grant date fair value (determined in accordance with U.S. generally
accepted accounting principles) of all equity awards for service as an outside director of the Company will not exceed $600,000 in any calendar year for any individual outside director.
Director Stock Ownership Guidelines
Reasonable common stock ownership requirement up to five times the base annual cash retainer
Non-executive directors are required to own common stock having a value of at least five times the base annual cash retainer (excluding other additional cash retainers). In August 2021, we amended our
guidelines to, among other things, require that all persons covered by the guidelines retain all shares that vest pursuant to equity awards granted by the Company until the ownership level is met. See “Compensation Discussion and
Analysis—Compensation Policies—Stock Ownership Guidelines.” As of December 31, 2024, two non-executive directors were below the ownership guideline due to joining the Board in 2023 and are expected to satisfy the guideline in reasonable time
through director equity awards.
The Board and management are committed to responsible corporate governance to ensure that we are managed for the benefit of our shareholders. To that end, the Board and management periodically
review and update our corporate governance policies and practices and make changes, as appropriate.
Interconnected Governance Processes
The Board has established a thoughtful, interconnected governance process, with enhanced director succession planning and recruitment designed to ensure both short- and long-term strategic goals are
met.
|
01
|
|
02
|
|
03
|
|||
|
Active Independent Oversight
|
Year-Round
Self-Assessment |
Enhanced Director Succession
Planning and Recruitment
|
|||||
| • | Engaged and highly independent Board and fully independent Board Committees with well-defined duties set forth in Corporate Governance Guidelines and Charters, and open attendance policy | • | The Board and Board Committee conduct formal self-assessments annually and drive action plans throughout the year | • |
The Board has a director succession planning process and tools designed to promote orderly director succession, as well as strategic refreshment and development, aligned to the Company’s strategy and key
governance and composition considerations
|
||
| • |
Independent directors meet privately with the Company’s Chief Financial Officer, General Counsel and Chief Human
Resource Officer
|
• |
The Board and Board Committees establish an annual cadence of topics and routinely request presentation on various operational and strategic topics to address evolving Company needs
|
• |
The Board annually assess its qualifications, attributes, skills, experience, diversity and independence in view of evolving Board and Company needs to guide director recruitment and succession planning
|
||
| • | Independent directors meet privately in executive session without the CEO or other management present at each regularly scheduled Board meeting | • |
Directors receive shareholder feedback through year-round shareholder outreach and review of proxy advisor service firm evaluations and reports, including periodic formal outreach on compensation,
governance, sustainability and human capital management
|
• |
The Board maintains an emergency succession plan for the Chair of the Board and Chair of each Committee to ensure continuity
|
||
| • | Board formally reviews CEO and senior management succession and development plan at least once annually, and assess Executive Board Committee members and candidate quarterly | • |
The Chair of the Board, with assistance from other directors, and senior management lead and effective on-boarding process of
new directors
|
|
Board Self-Assessments
|
|
Process Recommendation and Initiation
The Nominating and Corporate Governance Committee recommends an approach to and scope for the annual self-assessment process, which may include engagement of a
third-party consultant every few years for assistance, and initiates the process with assistance from the General Counsel.
|
|
|
Questionnaires and Director Evaluation
The General Counsel distributes questionnaires soliciting each director’s input and comments regarding various Board effectiveness topics. The Nominating and Corporate
governance Committee Chair may conduct interviews with each director individually regarding such topics and other critical matters.
|
|
|
|
Presentation and Review of Results
The Nominating and Corporate Governance Committee, with support from the General Counsel, prepares the results in a form designed to promote review and discussion
within each Board Committee and among the full Board.
|
|
|
|
Analysis, Action Plans and Follow-Up
Through rigorous analysis and discussion, improvement opportunities are identified and assigned to Board Committee chairs to develop and drive action plans. Action
plans are reviewed periodically to ensure meaningful results.
|
|
Impactful Annual Self-Evaluations of Board and
Board Committees
The Board is committed to an annual self-assessment process led by the Nominating and Corporate Governance Committee, which
is described in the left column. In 2024, the Board solidified its commitment to including Chair interviews with each of the directors in the self-assessment process by conducting such interviews to discuss topics related to
development, Board membership ambitions and succession planning. In addition, the Board adopted a template for succession planning for Board membership and leadership roles, which it intends to develop and utilize as part of its
routine review and for any emergency considerations.
Director Training and Continuing Education
Our Nominating and Corporate Governance Committee oversees the Company’s orientation programs for new directors and continuing education programs for existing
directors. Each new director, upon joining the Board, is provided with an orientation session regarding the Board and our unique culture and operations. As part of this orientation, each new director has an opportunity to meet with
members of senior management.
Directors are also provided with continuing education on various subjects that will assist them in discharging their duties, including the evolving regulatory and
business landscape through a structured annual agenda and ad hoc discussions. This may include presentations by senior management or the Board’s advisors on the Company’s business, compliance efforts, applicable legal, regulatory or
other developments or other matters deemed appropriate by the Board or Nominating and Corporate Governance Committee. The Company provides each director with a paid membership to the National Association of Corporate Directors
(“NACD”). As NACD members, directors have access to virtual and in-person training, workshops, events and certifications related to current corporate governance topics. Further, the Board supports and pays for attendance at relevant
seminars and conferences. In 2023, certain directors attended NACD Master Classes and certification programs focused on, among other things, sustainability and cybersecurity.
|
|
|
Corporate Governance Guidelines
Provides a structure and practical guidance for the directors to effectively oversee the Company and management for the benefits of our shareholders
The Corporate Governance Guidelines address, among other things, Board and Board Committee structure, composition and procedures, director responsibilities, director board service limits,
compensation and continuing training, and shareholder communications with the Board.
No Director Overboarding
.
The Board encourages
directors to serve on additional public company boards because it provides valuable governance and leadership experience that ultimately benefits the Company. The Board also recognizes that public company board service requires a significant
commitment of time and attention and therefore limits the number of public boards a director can serve while a director of the Company.
Under the Corporate Governance Guidelines, directors who are active Chief Executive Officers of other public companies may sit on no more than two additional outside public boards (including the
board of the company at which he or she is an executive officer), and other directors may sit on no more than four additional outside public boards. Directors must provide notice in advance of accepting an invitation to serve on another public
company board. The Board may further limit or grant limited exceptions based upon specific facts and circumstances, including sufficient capacity, unique qualifications, and transition periods in reducing other board service. Further, upon a
change of a director’s principal occupation, the Nominating and Corporate Governance Committee considers whether the change will adversely impact the director’s ability to fulfill the obligations and expectations of such director and recommends
to the Board whether the director should continue to serve.
These practices help ensure that the directors can give appropriate time and attention to the affairs of the Company. In addition, when nominating a director for service on the Board, the
Nominating and Corporate Governance Committee considers whether the nominee will have adequate time to serve as a director. In making its determination to re-nominate all incumbent directors, the Board concluded that each director has
demonstrated strong engagement and high attendance and has appropriate time to devote to the affairs of the Company.
Code of Business Conduct and Ethics
Sets forth basic principles to guide the actions and decisions of officers, directors and other employees, with significant revision in 2023 to enhance its effectiveness
In 2023, the Nominating and Corporate Governance Committee oversaw a significant project to overhaul this policy to address the evolving needs of our business and strategy, governance practices
and compliance culture. Management and external advisors conducted significant research regarding peer benchmarks and market trends in such policies, considered stakeholder engagement on policy issues, and identified key policy issues to add or
enhance. Thereafter, the policy was drafted with an emphasis on Company culture and tone-at-the top (including our Winning Culture Behavior framework and mission), clear and succinct messaging with practical guidance, and an enhanced design to
improve readability. The revised Code of Business Conduct and Ethics addresses, among other things, ethical principles, engagement and inclusion, insider trading, conflicts of interest, compliance with laws and prohibited activities,
confidentiality, data protection and privacy of us and third parties, and reporting of concerns and our response process.
Following approval by the Board in January 2024, we initiated a Company-wide rollout plan with significant training and regular communication regarding what we expect from our employees related to
behavior and ethics, and will require annual attestations of the policy. Further, in connection with this project, the Board approved additional revised or new policies, with other policies to be addressed in 2024.
Any amendments to the Code of Business Conduct and Ethics, or any waivers that are required to be disclosed by the rules of either the SEC or Nasdaq, will be posted at https://ir.gentherm.com/
under the “Corporate Governance” tab within four business days of any such amendment or waiver.
Key risk mitigation policy through reasonable prohibitions, limitations and guidance
Our Board has adopted a Securities Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, employees and other specified
persons. Our Securities Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. Our employees (including our NEOs) and directors are subject to the Company’s
Securities Trading Policy, which applies to their transactions involving any securities of the Company. Except under limited circumstances, persons subject to the policy, their affiliates and certain members of their family may not engage in
any transaction of Company securities (or assist or encourage other persons to do so) while aware of material non-public information relating to the Company. The policy also implements quarterly trading blackout periods and pre-clearance
requirements, and allows for special blackout periods, for our NEOs and other specified persons to reduce the likelihood of trading at times with significant risk of insider trading exposure.
Further, the policy includes Rule 10b5-1 trading plan guidelines to assist in compliance with the Rule 10b5-1 affirmative defense for insider trading liability, including that such plans can
only be adopted or modified when the applicable person is permitted to transact in Company securities under the terms of the policy (including not being aware of any material non-public information), must include the minimum statutory
cooling-off period between plan adoption and the first trade under such plan, and must comply with the prohibitions on multiple overlapping plans and limitations on single-trade plans. The adoption, modification or termination of any such
plan is subject to pre-clearance requirements.
In addition to the restrictions set forth in SEC regulations, the policy prohibits our employees (including officers) or directors from hedging Company securities or engaging in transactions of
Company securities for speculative purposes. The policy also prohibits pledging Company securities or holding Company securities in a margin account. A copy of our Securities Trading Policy is filed as an exhibit to our Annual Report on Form
10-K for 2024.
The Board and Board Committees meet throughout the year generally on a set schedule and also hold special meetings and occasionally act by written consent as appropriate. The Board met six times
in 2024. The independent directors hold regularly scheduled executive sessions to meet without management present. These executive sessions generally occur around regularly scheduled meetings of the Board. The independent directors also may
hold additional meetings periodically as deemed necessary or appropriate.
All directors are expected to attend all meetings of the Board and of the Board Committees on which they serve. In addition, directors who are not members of Board Committees are invited to
attend. Directors serving in 2024 (as of and from the date such person joined the Board and applicable Board Committees) attended nearly 100% of the aggregate of all meetings of the Board and the Board Committees of which such person was a
member in 2024. The Board has adopted a policy strongly encouraging directors to attend the Company’s annual meeting of shareholders. All directors as of such meeting attended the 2024 annual meeting of shareholders.
The Board has delegated various responsibilities and authority to Board Committees. Each Board Committee has regularly scheduled meetings and reports on its activities to the full Board. Each
Board Committee operates under a written charter approved by the Board, which the applicable Board Committee and the Board review annually. Each charter is available at https://ir.gentherm.com/ under the “Corporate Governance” tab.
|
|
|
Audit Committee
|
2024 Meetings: 8
|
|
Members: Betsy Meter (Chair) •
David Heinzmann • Ron Hundzinski • Laura Kowalchik
|
|
Information:
|
Responsibilities:
|
|
The responsibilities and activities of the Audit Committee are described further in this proxy statement, including in “Audit Committee Report” and “Audit Committee Matters,” as well as
in its charter.
The Board has determined that each Audit Committee member has sufficient knowledge in reading and understanding financial statements to serve on the Audit Committee. The Board has
further determined that Mr. Hundzinski, Ms. Kowalchik and Ms. Meter qualify as “audit committee financial experts” in accordance with SEC rules.
|
The Audit Committee’s primary duties and responsibilities include: |
|
– Sole authority for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm
– Providing general oversight of accounting, auditing and financial reporting processes, including
reviewing the audit results, and monitoring the effectiveness of internal control over financial reporting, disclosure controls and the internal audit function, all together with our independent registered public accounting
firm
– Reviewing our reports filed with or furnished to the SEC that include financial statements or results
– Reviewing prior to issuance of any earnings release and any other public disclosures of the Company’s financial statements or financial
guidance that includes materially new or revised financial information
– Providing general oversight of material non-financial reporting processes and related internal controls, including sustainability reporting
– Monitoring compliance with significant legal and regulatory requirements, and other risks related to financial reporting and internal
control over financial reporting
– Reviewing any reports made to the Company’s ethics/whistleblower hotlines
– Reviewing the control and enterprise risk management processes established to monitor significant financial, environmental, insurance, legal and other
risks or exposures
– Reviewing cybersecurity risk management program, risks and related metrics, any material cybersecurity incidents and data breaches, and overseeing the
Company’s plans to mitigate cybersecurity and data privacy risks and respond to data breaches or ransomware
– Monitoring our use of derivatives, including foreign currency
– Monitoring insurance and self-insurance policies
– Overseeing the implementation and compliance with the Company’s new related person transaction policy, including reviewing and approving any
potential related person transactions
|
|
|
Compensation and Talent Committee
|
2024 Meetings: 5
|
|
Members: John Stacey (Chair) •
Charles Kummeth • Betsy Meter
|
|
Information:
|
Responsibilities:
|
|
The Compensation and Talent Committee also has the sole authority to engage outside advisors and to establish the terms of such engagement. The Compensation and Talent Committee may form
and delegate its authority to subcommittees as appropriate. The responsibilities and activities of the Compensation and Talent Committee are described further in this proxy statement, including in “Compensation Discussion and
Analysis,” as well as in its charter.
Role of Management. The Compensation and Talent Committee regularly receives significant input from management with respect to the Company’s executive compensation program. See
“Compensation Discussion and Analysis” for further information.
|
The Compensation and Talent Committee’s primary duties and responsibilities include:
– Approving the individual and corporate goals and objectives relevant to the compensation of the Company’s executive officers
– Evaluating the performance of the Chief Executive Officer and overseeing the evaluation of the performance
of other executive officers, including with respect to established goals and objectives
– Approving the compensation of each executive officer, taking into account, among other things, such
executive officer’s performance in light of those goals and objectives and the policies of the Compensation and Talent Committee
– Administering the incentive and equity plans of the Company, including approving equity grants for the
executive officers and overseeing equity grants made by the CEO pursuant to delegated authority
– Ensuring an appropriate mix of performance-based and at-risk compensation for executive officers
– Reviewing, on at least annual basis, the Company’s compensation policies and practices for all employees
regarding risk-taking incentives and risk management policies and practices
– Recommending or approving the non-employee director compensation program
– Overseeing management’s shareholder engagement on compensation and human capital management matters
– Reviewing compensation disclosures in the Company’s proxy statement and other reports filed with or
furnished to the SEC, and producing a report of the Compensation and Talent Committee to be included therein
– Administering and enforcing the Company’s Clawback Policy
|
Role of Compensation Consultant. The Compensation and Talent Committee has the sole authority to engage outside advisors and establish the terms of their engagement, including compensatory fees. In connection with
any engagement, the Compensation and Talent Committee reviews the independence of each outside advisor, based on the factors specified by Nasdaq as well as any other factors it deems appropriate, and any conflicts of interest raised by the
work of the outside advisor. In mid-2023, the Compensation and Talent Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant following a competitive search process. The Compensation and
Talent Committee determined to re-engage Meridian in 2024 and approved the terms of such engagement, all of which was made independently from the Company’s management. See “Compensation Discussion and Analysis” for further information.
Consistent with historical practice, the Compensation and Talent Committee worked with management to determine their responsibilities and direct their work product for 2024, although the Compensation and Talent Committee was responsible for
the formal approval of the work plans. Meridian received no compensation for other services provided to the Company in 2024, and the Compensation and Talent Committee determined there were no conflicts of interest raised by the work of
Meridian in 2024.
|
|
Mergers and Acquisitions Committee
|
2024 Meetings: 4
|
|
Members: Charles Kummeth (Chair) •
David Heinzmann • Ron Hundzinski
|
|
Information:
|
Responsibilities:
|
|
The responsibilities and activities of the Mergers and Acquisitions Committee are described in detail in its charter.
|
The Mergers and Acquisitions Committee’s primary duties and responsibilities include:
– Reviewing the Company’s strategy regarding mergers, acquisitions, investments and dispositions at least
annually
– Reviewing annual corporate plans, goals and objectives relevant to the achievement of the Company’s strategy
and growth aspirations, and performance in executing such plans
– Reviewing, approving or making recommendations to the Board to approve, as appropriate, proposed mergers,
acquisitions, investments or dispositions involving a material amount of assets, a portion of any business or total estimated purchase price or investment (with “material” determined by the Board from time to time)
– Together with Board, overseeing certain post-closing integration matters and analyses of such transactions
|
|
|
|
Technology Committee
|
2024 Meetings: 4
|
|
Members: Kenneth Washington (Chair) •
Sophie Desormière
• David Heinzmann • Charles Kummeth
|
|
|
|
Information:
|
Responsibilities:
|
|
The responsibilities and activities of the Technology Committee are described in detail in its charter.
|
The Technology Committee’s primary duties and responsibilities include:
– Reviewing, evaluating and making recommendations regarding the Company’s technology roadmap, including research and development activities
– Monitoring the performance of the Company’s technology development in support of its overall business strategy
– Overseeing the development and use of technology in current and potential future products, including the long -term strategic goals of the Company’s
research and development initiatives
– Assessing the Company’s risks associated with new product technology or significant innovations to existing product technology, including
cybersecurity risks
– Providing guidance and making recommendations to the Board regarding innovation or technology-related products, investments or acquisitions that
require Board approval
– Reviewing with management and consultants comprising the technology advisory committee certain new technologies and processes as well as industry
and competitive trends that may impact the Company
– Assessing the Company’s risks associated with new product technology or significant innovations to existing product technology
|
|
|
|
Nominating and Corporate Governance Committee
|
2024 Meetings: 4
|
|
Members: Sophie Desormière
(Chair)
• John Stacey
|
|
Information:
|
Responsibilities:
|
|
The responsibilities and activities of the Nominating and Corporate Governance Committee are described further in this proxy statement and in its charter.
|
The Nominating and Corporate Governance Committee’s primary duties and responsibilities include:
–
Evaluating the current directors, as well as any candidates nominated or recommended by shareholders, supporting director development plans and recommending the
nomination of directors for election or appointment
–
Developing a pool of potential director candidates to recommend to the Board in the event of a vacancy on the Board or to enhance the Board
–
Review annually the Code of Business Conduct and Ethics
–
Reviewing and recommending appropriate changes to, and overseeing compliance with, the Company’s charter documents and key governance policies (including the
Corporate Governance Guidelines) and policy matters on a periodic basis
–
Overseeing the annual self-evaluation process of the Board and Board Committees
–
Reviewing director independence and Board Committee membership requirements
–
Reviewing shareholder proposals regarding the nomination or appointment of directors or sustainability matters, and overseeing shareholder engagement on related
matters
–
Overseeing and reviewing the Company’s development and implementation of programs related to matters of corporate responsibility and sustainability, including
addressing short-and long-term trends and impacts to the Company’s business from sustainability issues
–
Assisting the Board in overseeing the development and execution of the Company’s ESG strategy, including establishing appropriate performance goals and reviewing
Company performance against such goals, and recommending to the Compensation and Talent Committee suitable ESG targets as a performance component of the bonus plan for substantially all of the Company’s executive officers
–
Reviewing certain governance disclosures and proposals in the Company’s proxy statement and other reports filed with or furnished to the SEC
|
The Board oversees the Company’s risk management directly and through Board Committees:
|
Full Board
|
|
–
General risk management oversight, including reputational risks, crisis management and macroeconomic and geopolitical risk (such as supply chain challenges, the
impact of various global conflicts, inflation, UAW strike with OEMs and other labor disruption), industry and product and technology evolution, employee safety, product safety and quality controls
–
Reviews and approves an annual business plan and reviews long-term strategy (including Fit for Growth 2.0), and engages third parties that advise on internal and
external competitive dynamics
–
Reviews material risks and opportunities at each regular Board meeting
–
Reviews business developments, business plan implementation, liquidity and financial results
–
Oversees management performance, development and succession planning
–
Discusses the Compensation and Talent Committee’s recommendations for chief executive officer compensation in executive session
–
Oversees capital spending, financings and cash management (including accelerated share repurchase program initiated in 2023), as well as significant mergers,
acquisitions and divestitures
–
Review developments in shareholder activism and potential impact on the Company at least annually, including engagement with a national investment bank
–
Interacts with senior business leaders, with access to other key employees
–
Conducts focused sessions on emerging topics
–
Directors available for shareholder engagement
|
|
Audit
Committee |
–
Oversees significant financial risk exposures (including financing arrangements, credit, liquidity, legal, regulatory and other contingencies), accounting and
financial reporting, material non-financial reporting (e.g. sustainability reporting), the internal audit function, and the legal, regulatory and ethical compliance functions (including overseeing the ethics/whistleblower hotline)
–
Oversees disclosure controls and procedures and internal control over financial reporting, as well as internal controls related to cybersecurity incidents and
reporting and sustainability reporting
–
Oversees the enterprise risk management process and related exposures and trends in the business
–
Regularly consults with our independent registered public accounting firm and internal audit function regarding risk management controls
–
Reviews cybersecurity risk management program, risks and related metrics, any material cybersecurity incidents and data breaches, and oversees the Company’s plans to mitigate cybersecurity and data privacy risks, respond to data breaches or ransomware and meet disclosure requirements
–
Reviews and monitors the use of derivatives, including for foreign currency
–
Monitors insurance and self-insurance policies
|
|
|
Compensation
and Talent Committee
|
–
Responsible for executive officer compensation and its alignment with our shareholders, strategy and operations, including through peer group benchmarking
–
Administers the CEO performance evaluation with input from the independent directors and oversees evaluation of other executive officers
–
Reviews compensation plans generally and the related incentives, risks and risk mitigation efforts (including key policies, such as the newly adopted clawback
policy, as well as the adjustment policy for incentive plans)
–
Increasing role in overseeing human capital management, including talent acquisition, retention, succession planning, talent development and training, employee
engagement, total rewards offerings, corporate culture and diversity, equity, inclusion and belonging
–
Directors available for shareholder engagement on compensation matters
|
|
Nominating
and Corporate
Governance
Committee
|
|
–
Oversees the Company’s governance policies (including the Corporate Governance Guidelines and Code of Business Conduct and Ethics, the latter of which was
significantly refreshed in 2023 and approved by the Board in 2024), Board structure, leadership and independence, committee composition, and the annual self-evaluation process of the Board and Board Committees
–
Considers requisite director qualifications, attributes, skills and experience necessary for directors to oversee critical matters, including alignment with
long-term strategy
–
Oversees director onboarding process and continuing training on core and emerging issues
–
Leads efforts with Chair of the Board, management and national search firm to address long-term recruiting and director succession planning needs, and oversees
the ad hoc Search Committee that implements a specific director search process
–
Oversees the Company’s sustainability program and reporting thereof, and receives regular reports regarding the Company’s corporate social responsibility efforts
–
Directors available for shareholder engagement on governance matters
–
Oversees the Company’s conflict of interest process, remediation of code of conduct matters (including matters reported through the ethics/whistleblower
hotline)
|
|
Mergers and
Acquisitions
Committee
|
–
Oversees activities related to mergers, acquisitions, investments and dispositions, including strategy, implementation, integration and post-closing analysis
–
Approves transactions or reviews and recommends to the Board for approval, subject to limitations of delegation of authority
|
|
|
Technology
Committee
|
–
Oversees the development and use of technology in current and potential future products, including the long-term strategic goals of the Company’s research and
development initiatives
–
Assesses the Company’s risks associated with new product technology or significant innovations to existing product technology, including risks related to
cybersecurity and data privacy and protection
–
Collaborates with consultants on technology advisory committee to gain additional market insights
|
Enterprise Risk Management
Our Audit Committee oversees our approach to enterprise risk management, which is designed to work across our global business to identify, assess, govern and mitigate significant risks. The Director, Internal
Audit, who reports functionally and administratively to our Chief Financial Officer and directly to the Audit Committee, leads regular activities throughout the year and an annual risk assessment process. As part of the regular
activities, the Director, Internal Audit interviews identified risk managers at least bi-monthly. Through this process, risks are identified and then prioritized based on quantitative and qualitative factors that consider the likelihood
and impact of the risk on our operations, current objectives and long-term strategies. In the annual process, members of the Company’s Executive Committee align on the most significant risks and then identify risk owner(s) for each risk
among the Executive Committee to oversee risk mitigation plans. Remaining risks are subject to various levels of internal monitoring through the regular activities. The Director, Internal Audit reports on risks, including new and
emerging risks, risks that are escalating and de-escalating and risks being monitored to the Audit Committee on a quarterly basis. Overall results of the annual process are reported to and discussed with the Audit Committee annually as
well as selectively on an ongoing basis in the quarterly reports. The Audit Committee provides updates to the Board at each quarterly meeting and at least annually with respect to the annual risk assessment process.
Development and Implementation of Company Strategy
One of the most important activities of the Board and Board Committees is to provide guidance and oversight to management regarding establishing, revising and implementing the Company’s
long-term strategy. The Company’s senior management team, consisting of the President and CEO and all of his direct reports, holds periodic meetings to review the Company’s strategy and the implementation thereof. The Board receives
updates from management and discusses various elements of the strategy at each Board meeting and dedicates meetings periodically to focus solely on strategy. The Board also periodically discusses the Company’s strategy and performance
with non-executive management to inform its perspective on progress against the long-term strategy and ensure that it is able to perform its oversight responsibilities effectively. Further, the Board seeks recommendations from the
Technology Committee related to the performance of the Company’s technology and related research and development in support of its overall business strategy. The Board also has engaged third parties that advise on internal and external
competitive dynamics.
Cybersecurity
The Board holds oversight responsibility for the Company’s strategy and risk management, including material risks, related to information technology, cybersecurity threats and data
privacy matters. This oversight is executed directly by the Board and through Board Committees. Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our
cybersecurity risk management and strategy programs.
The Audit Committee oversees the quality and effectiveness of the control and enterprise risk management processes of systemic risks, including cybersecurity, in accordance with its
charter. The Audit Committee receives reports and engages in regular discussions with management regarding the Company’s significant financial risk exposures and the measures implemented to monitor and reasonably manage these risks,
including those that may result from material cybersecurity threats. The Audit Committee also receives reports on material cybersecurity and data privacy incidents (if any), which would include plans to mitigate and respond to such
incidents, and status on key information security initiatives. These discussions include the Company’s enterprise risk assessment and risk management policies.
The Technology Committee oversees the management of risks associated with the Company’s products and technologies, including cybersecurity risks related to new product technologies or
significant innovations to existing product technologies, in accordance with its charter.
Succession Planning and Talent Management Planning
The Board engages in an annual succession planning process to understand our readiness and the related transition risks for an unplanned loss or an imminent planned transition of one or
more key employees. Additionally, the Board and Compensation and Talent Committee, through its oversight of human capital management, identifies the Company’s high potential talent and oversee key strategies in talent attraction,
development, and retention. The Board has regularly reviewed CEO succession planning separately with each of the CEO and the Chief Human Resources Officer (“CHRO”), as well as in executive session. Historically, the CEO also provides
quarterly reviews on each member of senior management, talent management related to succession planning for such roles, as well as potential sources of external candidates. The Board and Board Committees regularly invite senior
management to make presentations at meetings as well as meet with directors in an informal setting to allow directors to form a more complete understanding of each executive’s skill and character. Board members can further access
management as they deem appropriate.
In addition, the Board continues to engage in an evergreen director search process to promote Board refreshment.
In 2024, Mr. Eyler and the Board held ongoing discussions in order to implement a successful succession plan that would have a minimal impact on the operations of the Company. In
carrying out this process, the Board interviewed several candidates and held various formal and informal discussions amongst the Board and with select members of the management team. After a lengthy search process, the Board
determined that Mr. Presley was a highly qualified candidate that presented a valuable perspective and skillset and, as a result, hired Mr. Presley to succeed Mr. Eyler.
To further the goal of a smooth
transition, Mr. Eyler agreed to remain with the Company as a consultant until June 30, 2025, serving as an advisor to Mr. Presley.
In 2024, we issued the fifth version of our annual sustainability report and continued to incorporate sustainability into our everyday business operations and future strategies. Historically, our sustainability
efforts have been based on three pillars: People, Planet and Places. Beginning in 2025 and going forward, we have modified our three pillars to better reflect the evolving landscape of sustainability, and to better align with the key focus areas
of our customers and other stakeholders – People, Planet, and Products.
Our sustainability efforts are based on three pillars:
|
01
|
02
|
03
|
|
PEOPLE
|
PLANET
|
PRODUCTS
|
|
|
|
|
We continue to believe that our people are the foundation of our success. By providing training, career development opportunities and safe workspaces, we empower them to thrive. This focus
extends to the communities where we operate, ensuring Gentherm remains a positive force in such areas.
|
We strive to minimize our environmental impact through innovative products and operations. Our products are designed to reduce a vehicle’s impact on the planet, and we focus on improving our
operations through more efficient resource use and reduced emissions and waste.
|
We consider the impact of our products’ full lifecycle, from the materials used, to how they are built and transported, and even how much waste is generated and energy is used during the
production process. With an increased focus on product inputs, our sustainability commitment aligns with market requirements.
|
Sustainability and human capital are key focus areas for our team. Since launching our formal program around environmental, social and governance matters in 2019 and publishing our inaugural
sustainability report in April 2020, we have grown our public disclosures and reporting frameworks and further integrated the fundamental values underlying our sustainability and human capital efforts into our everyday business operations and
future strategies.
Board Oversight
The Nominating and Corporate Governance Committee oversees the Company’s corporate sustainability and social responsibility programs through quarterly updates and discussions with management. The
Audit Committee provides additional oversight of significant financial impact and risk exposures related to the Company’s reporting on its corporate sustainability and social responsibility programs. The Board receives reports from Ms.
Desormière, Chair of the Nominating and Corporate Governance Committee, and from Ms. Meter, Chair of the Audit Committee, and discusses strategic matters related to environmental, social, and governance issues. The foregoing oversight is
focused on:
|
–
|
Ensuring that Company strategies and objectives promote growth that is resilient and sustainable
|
|
–
|
Understanding critical matters relevant to the Company’s key stakeholders, including shareholders, lenders, insurance underwriters, customers, suppliers and employees
|
|
–
|
Reviewing the Company’s corporate disclosures of environmental, climate, human capital, community and governance-related information
|
|
–
|
Ensuring that Company policies and procedures are developed or adapted to support the Company’s strategy, objectives and corporate disclosures regarding corporate sustainability and social responsibility
|
|
–
|
Supporting, in cooperation with the Compensation and Talent Committee, Company achievement of objectives by linking compensation plan(s) for executive officers to one or more key sustainability objectives
|
|
–
|
Promoting Company achievement of objectives by linking personal performance objectives of certain employees to the Company’s sustainability and social responsibility strategy
|
Key Highlights
The Company’s ESG steering committee consists of a team of executive leaders and key employees across legal, human resources, operations and supply chain, environmental, health and safety,
corporate strategy and investor relations, and sales, marketing and communications. The ESG steering committee met six times during 2024 to review our progress, consider and develop future goals and objectives and discuss strategies.
Sustainability and human capital are a focus at our core. Since initiating our formal programs in 2019, we have expanded our public disclosures and reporting frameworks, and further integrated the
fundamental values underlying our sustainability and human capital efforts into our everyday business operations and future strategies. The automotive industry is undergoing an EV transformation, and our proactive efforts have resulted in a
product portfolio that is highly aligned to benefit, including our complete ClimateSense® microclimate solution and our developed technologies that promote increased energy efficiency and driving range by reducing power consumption of electric
vehicles.
We are also on a path to reducing our carbon footprint. In 2022, we worked with outside consultants and experts to develop our long-term carbon reduction goals and aspirations, which will guide us
for years to come and influence our products, our operations, our purchasing decisions and related matters. In 2023, we defined and committed to our long-term carbon reduction targets for Scope 1 and 2 emissions for 2035. Our Scope 1 and 2
targets are aligned with SBTi guidance, and our plan to achieve them includes leveraging energy efficiency, implementing on-site generation when feasible, renewable energy purchases, infrastructure changes and fuel changes. In 2023, we added a
sustainability metric directed to renewable energy share to our Senior Level Bonus Plan for NEOs, and that metric was also applied in 2024, further supporting the progress toward our emissions goal. In 2024, our team expanded our purchases of
renewable energy, leveraged external audit results to identify energy efficiency saving opportunities at our locations, and launched a number of products with increased levels of recycled and sustainable materials.
While we are focused on driving our sustainability forward and meeting our commitments, we do so while adhering to some key principles. First, we establish goals and plans for which there is a
clear path and vision to achievement. We make it a focus to commit to goals that are attainable and reasonable. Second, we will not set goals or take actions which may materially and adversely affect our financial condition, strategy or future
performance goals.
Our team is taking actions to drive our sustainability program forward, including initiatives designed to reduce our carbon footprint. To ensure that our sustainability program aligns with our
financial condition and goals, each action taken is reviewed as a business case, including evaluation of solar installation opportunities, conducting energy efficiency audits, and investing in high efficiency equipment. Currently, the financial
expense of our sustainability efforts are immaterial to our overall financial performance, and in some cases our efforts are identifying opportunities that drive costs savings. In 2024, in connection with its oversight of our sustainability
program, the Nominating and Governance Committee conducted a financial review of our program with a focus on costs directly associated with sustainability as well as cost-savings.
Board Oversight
The Board and Board Committees have a significant role in overseeing our human capital management and corporate culture, including:
|
–
|
The Board provides oversight of our executive management talent acquisition and development, performance reviews, and succession planning.
|
|
–
|
The Compensation and Talent Committee approves the compensation of our executive officers and provides increasing oversight on other human capital matters, including talent acquisition, succession planning,
talent development and training, employee engagement, total rewards offerings, pay equity, corporate culture and engagement and inclusion.
|
|
–
|
The Audit Committee provides oversight for enterprise risk management, which includes an evaluation of labor, geopolitics, health and safety and human capital risks.
|
|
–
|
The Nominating and Corporate Governance Committee oversees the effectiveness of our governance and social responsibility policies, goals and programs.
|
The Board and Board Committees have access to key leaders and other key talent throughout the organization, primarily through participation in Board and Board Committee meetings, to assist its
oversight role.
Key Highlights
Gentherm’s human capital strategy focuses on building a strong talent pipeline, having a future-focused culture, building the capability of our teams and ensuring we provide a compelling employee
value proposition. Gentherm’s Winning Culture Behaviors help shape our culture and our recognition programs. The behaviors are Customer Focus, Global Mindset, Performance Accountability and Engagement Inclusion.
In November 2023, we completed our second global engagement survey with a best-in-class response rate of 89%. The results of the survey, in addition to several new listening tools introduced
in the last two years, help our managers continue to adapt and meet the needs of our workforce.
Our Employees
At Gentherm, our mission is to “create and deliver extraordinary solutions that make meaningful differences in everyday life, by improving health, wellness, comfort and energy efficiency.” Our
people are the foundation for making our mission come to life every day. Our global workforce of approximately 14,000 employees creates a competitive advantage and operates in 14 countries in over 30 locations.
Engagement and Inclusion
Our engagement and inclusion mission aligns strongly with our corporate mission, and efforts are based on three pillars: collaborate, connect and cultivate. Our engagement teams have begun
creating programming for celebrating and honoring our various cultures as one Gentherm.
Our Mission:
Embracing diversity inspires innovation. We are building an inclusive
culture where we value our differences and create a sense of belonging for all to positively impact the lives of our employees, customers and communities.
The engagement and inclusion efforts focus on three key areas:
|
|
|
|
Collaborate
|
Connect
|
Cultivate
|
|
Engage with our employees
and provide a strong employee experience. |
Enhance our local communities where we operate.
|
Enrich the capabilities and skills or our employees and acquire diverse talents.
|
Total Rewards
Gentherm’s compensation and benefits programs are designed to attract and retain our employees in the locations where we compete for talent, consistent with employee positions, skill levels,
experience, knowledge and geographic location.
|
–
|
We provide employee wages that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location
|
|
–
|
We align our executives’ and eligible employees’ annual bonus opportunity and long-term equity compensation with our shareholders’ interests by linking realizable pay with company financial and stock
performance
|
|
–
|
We have a discretionary severance plan for U.S.-based employees to provide financial assistance to help ease the burden that may result from certain involuntary terminations of employment
|
|
–
|
We created a CEO Equity Award for non-executive managers and high performers to further create retention and alignment with shareholders’ interests through long-term ownership of the Company
|
|
–
|
We are refreshing our overall compensation structure to ensure we are providing contemporary and equitable total rewards across our businesses
|
Talent Development
Foundational leadership development programs ensure our people leaders are equipped to engage and lead in today’s complex business environment. We continue to invest in our high potential talent
through our Accelerator Program. This year-long program gives our participants critical on-the-job learning experiences, access to our executive leaders and concluded with a capstone presentation. In 2024, our employees completed over 500,000
hours of training in safety, quality, technical training, leadership, competency skills and personal effectiveness.
Impact Leadership Model
|
|
|
Deliver Results
|
Drive Change
|
|
Understand the mission and output of your team. Set SMART objectives and deliver.
|
Focus on agility and commitment to continuous improvement. Understand and act on internal and external drivers of change.
|
|
|
|
Cultivate Innovation
|
Build Capability
|
|
Openly embrace, create, implement and support new and innovative ideas, processes and technology that deliver business results.
|
Foster a culture of learning and development. Support individual growth through continuous feedback to achieve personal and professional goals.
|
Employee Health and Safety
Employee health and safety is a fundamental priority and a core strength developed through the commitment of our leaders and employees. We implemented a Vision Zero strategy that enforces
discipline through our Seven Golden Rules. Through our disciplined focus on safety, we have reduced our lost time injury frequency rate dramatically over the last several years.
Gentherm has implemented a strategic and proactive investor relations program designed to consistently engage with current and prospective investors, research analysts and other interested
parties from the capital markets. Our management team proactively engages with these parties throughout the year in one-on-one and group meetings, investor conferences and presentations, technology demonstrations, and more.
The Board of Directors receives regular feedback from management regarding investor sentiment, institutional investor voting and governance policies, and trends in stakeholder issues, which
informs the Board’s ongoing evaluation of appropriate governance and other practices.
In addition, the Board and management considered such feedback in developing the Board and Board Committee meeting agendas for 2024, reviewing our policies and revising our 2024 Senior Level
Bonus Plan and disclosure of environmental and social responsibility goals and strategies. The Company remains committed to proactively and regularly engaging with our investors and keeping an open dialogue to ensure we understand their
perspectives.
The Board values regular dialogue with our shareholders and welcomes shareholder feedback and perspectives. Shareholders wishing to send communications directly to the Board or to a specific director are
asked to send those communications to Corporate Secretary, Gentherm Incorporated, 28875 Cabot Drive, Novi, MI 48377. Shareholders sending communications should clearly mark them as intended for delivery to the Board or to a specific
director. Our corporate secretary has been instructed by the Board to screen each communication so received only for the limited purposes of ascertaining (A) whether the communication is indeed from a shareholder and (B) whether the
communication relates to the Company. Our corporate secretary will promptly forward copies of all such communications that pass this limited screening to each director, in the case of communications to the entire Board, or to the director
addressee.
If a shareholder’s communication to the Board involves or concerns our corporate secretary, or if a shareholder has another appropriate reason for communicating to the Board through a means
other than through our corporate secretary, the shareholder should send the communication to the attention of either the Company’s President or the Chair of the Board, in either case at the address above. Any such communication should clearly
state that it is a shareholder communication and the reason it was not delivered to our corporate secretary for further delivery to the Board.
The executive officers of the Company serve at the pleasure of the Board. The executive officers of the Company as of March 27, 2025 are set forth below.
|
Name
|
Age
|
Title
|
|
William T. Presley
|
55
|
President and Chief Executive Officer
|
|
Rafael Barkas
|
54
|
Senior Vice President, Global Operations and Supply Chain
|
|
Jonathan Douyard
|
45
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
Wayne Kauffman
|
55
|
Senior Vice President, General Counsel and Secretary, Senior Vice President, Corporate Strategy
|
|
Barbara J. Runyon
|
54
|
Senior Vice President, Chief Human Resources Officer
|
|
Thomas Stocker
|
54
|
Senior Vice President and General Manager, Europe Automotive
|
|
Vishnu Sundaram
|
42
|
Senior Vice President, Chief Technology Officer
|
|
Leo Wang
|
45
|
Vice President and General Manager, Asia Automotive Managing Director, Asia
|
|
Jaymi Wilson
|
48
|
Senior Vice President and General Manager, North America Automotive, Global Sales and Marketing
|
|
||
|
William T. Presley
|
||
|
|
55 | President and Chief Executive Officer
|
|
|
William Presley is President and Chief Executive Officer of the Company. Mr. Presley joined Gentherm in January 2025 and also serves on the Company’s Board. Mr. Presley has over 30
years of domestic and international experience in leadership positions within the automotive industry, is an engineer by training and is a holder of multiple patents in the automotive industry. From January 2019 to November 2024, he
served at Aptiv PLC (NYSE: APTV), a designer, developer and manufacturer of software and hardware solutions for automotive safety features, electrified architectures, and intelligent connectivity with revenue of over $20 billion. He
most recently served as Vice Chairman and Chief Operating Officer, where he was responsible for overseeing and managing all of the operations and functions of Aptiv’s business. He also served at Aptiv as SVP President of
Signal Power Solutions from September 2020 to December 2022, and as President of Electrical Distribution Systems from January 2019 to September 2020. He served in roles of increasing responsibility at Lear Corporation (NYSE:
LEA) from June 2008 to January 2019, most recently as Vice President and Business Unit Leader of the Electrical Distribution Systems business unit. Before joining Lear, Mr. Presley began his career in the automotive industry at
Chrysler Corporation, holding several positions of increasing responsibility from 1992 to 2008. Mr. Presley served in both the U.S. Army and the Michigan Army National Guard for a combined total of 13 years from 1988 to 2001. Mr.
Presley received a Master of Business Administration from Oakland University, a Master of Electrical Engineering from the University of Detroit, and a Bachelor of Science in Electrical Engineering from Norwich Military University.
|
|
||
|
Rafael Barkas
|
||
|
|
||
|
54 | Senior Vice President, Global Operations and Supply Chain
|
||
|
Rafael Barkas was appointed Senior Vice President, Global Operations and Supply Chain in August 2019. Prior to this role, Mr. Barkas served as Vice President of Battery Thermal
Management since October 2018. Mr. Barkas joined Gentherm from Magneti Marelli, a global automotive supplier, where he served as the Head of NAFTA Electronics from March 2018 to October 2018. In that role, he was responsible for
leading sales, engineering, project management, purchasing, quality and manufacturing for Magneti Marelli’s Electronics Business Line in NAFTA. Prior to Magneti Marelli, Mr. Barkas held various roles of increasing responsibility
at Harman International Industries, Inc., a subsidiary of Samsung Electronics Co., Ltd., from September 2004 through March 2018. These roles included responsibility for growth and profitability. He was the Vice President of
Operations for the Automotive Audio division, responsible for managing manufacturing and quality across seven sites in North America, China and Europe. Other roles at Harman included Vice President and General Manager of the
Automotive Audio division in China, and Director of Business Development and Director of Supply Chain of the Automotive Audio division. Mr. Barkas holds a Bachelor of Science in Mechanical Engineering from New Jersey Institute of
Technology and a Master of Business Administration from the Graziadio School of Business and Management at Pepperdine University.
|
||
|
||
|
Jonathan Douyard
|
||
|
45 | Executive Vice President, Chief Financial Officer and Treasurer
|
||
|
Jonathan Douyard was appointed Executive Vice President, Chief Financial Officer and Treasurer of the Company in January 2025. From March 2020 to December 2024, Mr. Douyard was the
Chief Financial Officer of The Shyft Group, Inc. (Nasdaq: SHYF), the North American leader in specialty vehicle manufacturing and upfit, where he played a key role in driving financial performance, generating cash flow, managing
merger and acquisition activities, strengthening corporate controls and processes, and developing the finance organization. From May 2016 to March 2020, Mr. Douyard served as the Chief Financial Officer at Fluke Corporation, a
leading global industrial technology company within Fortive Corporation (NYSE: FTV), previously Danaher, where he led the finance and IT functions. Mr. Douyard previously served from May 2012 to May 2016 as CFO, Commercial Systems
and Services in the Sikorsky Aircraft division of United Technologies Company (NYSE: UTX) and then Lockheed Martin (NYSE: LM). Mr. Douyard also served in multiple Chief Financial Officer and financial planning roles at divisions
of General Electric Company (NYSE: GE) from 2001 to 2012, and he was a graduate of its Financial Management Program and Corporate Audit Staff. Mr. Douyard received a Bachelor of Science in Finance from Bentley University, in
Waltham, MA.
|
||
|
||
|
Wayne Kauffman
|
||
|
55 | Senior Vice President, General Counsel and Secretary, Senior Vice President, Corporate Strategy
|
||
|
Wayne Kauffman was appointed Vice President, General Counsel and Secretary in July 2019 and promoted to Senior Vice President in March 2021 and further promoted to Senior Vice
President, Corporate Strategy in May 2024. Prior to these roles, Mr. Kauffman served as the Chief Intellectual Property Counsel and Associate General Counsel since 2016. He began his legal career with the national IP law firm of
Harness, Dickey Pierce, P.L.C. where he was responsible for assisting clients in securing patent rights. Mr. Kauffman began his career with General Motors, where he held various positions of increasing responsibility over
his 17-year tenure in vehicle manufacturing, product development and vehicle safety and integration in both the U.S. and Canada. Mr. Kauffman holds a Juris Doctor in Law from Wayne State University and a Bachelor of Science in
Mechanical Engineering from Kettering University.
|
|
||
|
Barbara J. Runyon
|
||
|
54 | Senior Vice President, Chief Human Resources Officer
|
||
|
Barbara J. Runyon was appointed Senior Vice President, Chief Human Resources Officer in August 2018, where she leads the overall human resources strategy, including total rewards,
talent acquisition and talent management, employee engagement and human resources. Prior to joining Gentherm, Ms. Runyon worked as Vice President and Chief Human Resources Officer at La-Z-Boy Incorporated, a global leader in
residential furniture, since 2015. Ms. Runyon held roles of increasing responsibility at PepsiCo/The Pepsi Bottling Group for over 14 years. She is also a member of the board of trustees of Michigan College Alliance. Ms. Runyon
graduated with a Masters of Business Administration with emphasis in Organizational Development from Wayne State University and a Bachelor of Science in Human Resources from Michigan State University.
|
||
|
||
|
Thomas Stocker
|
||
|
54 | Senior Vice President and General Manager, Europe Automotive
|
||
|
Thomas Stocker was appointed Senior Vice President and General Manager, Europe Automotive in April 2021. Previously, he was Senior Vice President and General Manager, Global
Automotive since September 2019. Prior to joining Gentherm, Mr. Stocker was the Chief Technology Officer and Head of Engineering at HENSOLDT GmbH, a global defense and security electronics company, beginning September 2018. At
HENSOLDT, he led the setup of change programs that established agile and platform development to increase efficiency, time to market and quality across all functions. Prior to HENSOLDT, Mr. Stocker held several senior level
business unit leadership positions at Harman International Industries, Inc., a subsidiary of Samsung Electronics Co., Ltd., from September 2013 to August 2018. These roles included responsibility for growth, profitability, and
technology execution. He was the Senior Vice President and General Manager, BMW focused business unit, responsible for all global Harman and Samsung business related to BMW. Other roles at Harman included Senior Vice President
and General Manager, Connected Car Asia Pacific, where he was based in Shanghai and had responsibility for China, Korea, India, and Japan for the division. He was also responsible for the Connected Car Division in Europe as
Senior Vice President and General Manager, Infotainment Europe. Prior to that, Mr. Stocker held various roles of increasing responsibility at BMW where he led the execution of some of the most advanced technology for the
automaker. Mr. Stocker holds a Master’s degree in Electronics from Ravensburg-Weingarten University of Applied Science.
|
||
|
|
||
|
||
|
Vishnu Sundaram
|
||
|
42 | Senior Vice President, Chief Technology Officer
|
||
|
Vishnu Sundaram was appointed Senior Vice President, Chief Technology Officer in September 2023, where he is responsible for leading Gentherm’s technology strategy, advanced
product engineering, longer term research and development and the Company’s partnership ecosystem. Prior to joining Gentherm, Mr. Sundaram served as the Senior Vice President, Head of Cockpit Connected Services at Stellantis
N.V. from 2021 until 2023. Prior to Stellantis, he worked at Harman International Industries, Inc., a subsidiary of Samsung Electronics Co., Ltd. from 2012 until 2021, as the Senior Vice President of Telematics. In this role,
Mr. Sundaram was the global leader of delivering state of the art product platforms that form the foundation of connected experience inside the car. He began his career at Intel and later moved to Trilogy, where he was Technical
Fellow in Predictive Analytics and Machine Learning projects. He has extensive entrepreneurial and startup experience from being a founder of each of Lifeblob and Interchain. Mr. Sundaram holds a Master’s degree in Software
Engineering from PSG College of Technology and has completed the Executive General Management Program with The Wharton School of the University of Pennsylvania.
|
|
||
|
Leo Wang
|
||
|
|
||
|
45 | Vice President and General Manager, Asia Automotive Managing Director, Asia
|
||
|
Leo Wang was appointed Vice President and General Manager, Asia Automotive in December 2024. Mr. Wang joined Gentherm in 2022, where he served as China CBU Executive Director
until January 2023 when he was promoted to Country Manager, China. Prior to joining Gentherm, from 2010 to 2021, Mr. Wang served in increasing roles of responsibility at Garrett Motion Inc. (Nasdaq: GTX, previously the
Transportation Systems business of Honeywell, NYSE: HON), most recently from 2020 to 2021 as General Manager of China PV Gasoline Boosting System with full profit and loss responsibilities. He worked previously for Eaton
Vehicle Group from 2006 to 2010 and Shanghai Automotive Brake System from 2005 to 2006. Mr. Wang holds a Master of Science in Mechanical Engineering from Shanghai University and an MBA from Shanghai Jiaotong University, China
and KEDGE Business School, France.
|
||
|
||
|
Jaymi Wilson
|
||
|
|
||
|
48 | Senior Vice President and General Manager, North America Automotive, Global Sales and Marketing
|
||
|
Jaymi Wilson was appointed Senior Vice President and General Manager, North America Automotive, Global Sales and Marketing in January 2023. Since joining Gentherm in 2013, Ms.
Wilson previously assumed roles of increasing responsibility, having most recently served as Senior Vice President of Strategy, Marketing, and Corporate Communications since 2018. Prior to that she was Vice President and
General Manager of Gentherm’s Medical Business from 2017 to 2018. Her career in the automotive industry has spanned manufacturing, engineering, business planning, sales management, strategy, business, and corporate development
at Visteon, SMR Automotive and Gentherm. Ms. Wilson earned a Bachelor of Science degree in Mechanical Engineering from the University of Michigan and a Master of Business Administration from Eastern Michigan University.
|
PROPOSAL NO. 2
— ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
The Board proposes that shareholders provide advisory (non-binding) approval of the compensation of our NEOs, as disclosed in this proxy statement in accordance with SEC rules,
commonly known as a “say-on-pay” proposal. We recognize the interest our shareholders have in the compensation of our executives and we are providing this advisory proposal in recognition of that interest and as required by Section
14A of the Exchange Act.
In a non-binding advisory vote on the frequency of the say-on-pay proposal held at our 2024 annual meeting of shareholders, a majority of shareholders voted in favor of holding
say-on-pay votes annually. In light of this result and other factors, the Board determined that the Company would hold advisory say-on-pay votes on an annual basis until the next required advisory vote on such frequency, which must
be held no later than 2029.
At the 2024 annual meeting, approximately 86% of shareholder votes supported our advisory proposal on NEO compensation.
NEO Compensation Philosophy.
As described in detail under the heading “Compensation Discussion
and Analysis,” our compensation program is designed to attract, motivate, and retain our NEOs, who are critical to our success, and to ensure alignment of such persons’ interests with those of our shareholders. Under this program,
our NEOs are rewarded for their service to the Company, the achievement of specific performance goals and the realization of increased shareholder value. We believe our compensation programs also are structured appropriately to
support our business objectives, as well as to support our culture. The Compensation and Talent Committee regularly reviews the compensation programs for our NEOs to ensure the fulfillment of our compensation philosophy and goals.
Enhanced Compensation Design and Structure.
Our 2024 NEO compensation program reflected a
substantial continuation of our 2023 program design, with revisions to certain performance-based metrics in incentive plans to streamline the program with a focus on core financial metrics that will more closely align our NEOs
with shareholder interests and will provide better goal setting in a challenging economic environment. The Compensation and Talent Committee believes that it established reasonable total target compensation for our NEOs based on
appropriate benchmarking and other relevant considerations and ensured that performance-based compensation represented a significant portion of total target compensation. See “Compensation Discussion and Analysis” and the “Named
Executive Officer Compensation Tables” for additional details about our NEO compensation program, including information related to the NEO compensation determinations for 2024.
Resolution for Approval.
We are asking our shareholders to indicate their support for our NEO
compensation as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in
this proxy statement. Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the annual meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s
proxy statement for the 2025 annual meeting of shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table
and the other related tables and disclosure.”
Advisory Vote.
The say-on-pay vote is advisory and therefore not binding on the Company, the
Compensation and Talent Committee or the Board. We value the opinions of our shareholders, and to the extent there is any significant vote against the compensation of our NEOs as disclosed in this proxy statement, we will consider our
shareholders’ concerns, and the Compensation and Talent Committee will evaluate whether any actions are necessary to address those concerns.
|
The Board recommends a vote
FOR
the approval of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC
|
|
Dear Fellow Shareholders:
On behalf of the Board of Directors, the Compensation and Talent Committee would like to provide important context regarding recent leadership changes at Gentherm and share insights into our executive compensation
approach, as detailed in the Compensation Discussion and Analysis.
This Committee’s most important responsibility is to ensure our executive compensation programs attract and retain talented executives in a way that aligns with our collective interests and drives long-term
business growth. With valuable input from our shareholders, Gentherm has continually refined its approach to executive compensation to ensure alignment with shareholder interests. Over time, we have optimized our compensation structure by
balancing fixed and performance-based pay to attract and retain top talent while supporting long-term value creation.
In 2024, Gentherm underwent significant leadership changes, demonstrating our focus on strategic succession planning and operational stability.
|
•
|
In August, Chief Financial Officer and Treasurer Matteo Anversa voluntarily departed Gentherm to pursue a new opportunity outside the automotive industry, effective September 1, 2024.
|
|
•
|
In November, we announced that Phillip Eyler, the Company’s President and Chief Executive Officer (and Interim Chief Financial Officer at the time) would depart from the Company and resign as a director of the Board effective
December 31, 2024. This transition was part of the Board’s planned succession strategy.
|
|
•
|
In December, we announced that Hui (Helen) Xu, General Manager Asia Automotive, departed the Company following the completion of her foreign secondment assignment.
|
In early 2021, the Compensation and Talent Committee initiated a discretionary severance plan, updating the contracts of all Named Executive Officers (NEOs), including Ms. Xu, to provide consistent and transparent
treatment of compensation in termination scenarios. Mr. Eyler and Mr. Anversa’s employment agreements, which already outlined severance provisions, were reviewed at such time and were not revised because we deemed them aligned with market
and best practices. In a reflection of the effort of this Committee to implement standard terms, each of the departures followed the terms of their agreements:
|
•
|
Mr. Anversa did not receive severance and related benefits in connection with his voluntary resignation.
|
|
•
|
In connection with a planned transition process Mr. Eyler entered into a Separation and Consulting Agreement that confirmed specified severance and related benefits from his employment agreement.
|
|
•
|
Ms. Hu was eligible to receive the severance benefits specified for a termination without Cause in connection with the completion of her foreign secondment assignment and effective termination.
|
These agreements facilitated an orderly leadership transition and supported Gentherm's operational stability during this period of change. The Compensation Discussion and Analysis and Named Executive Officer
Compensation Tables will outline the terms of these agreements and the applicable severance benefits that were provided as a result.
Through disciplined succession planning and our standard compensation strategies, the Board and management swiftly filled these key leadership roles, maintaining alignment with shareholder interests:
|
•
|
William (Bill) Presley was appointed as the successor President and Chief Executive Officer and as a Board director of the Company, effective January 1, 2025.
|
|
•
|
Jonathan Douyard was appointed as Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective on January 1, 2025.
|
|
•
|
Leo Wang, the Company’s Country Manager, China, was promoted to the Company’s General Manager, Asia Automotive, effective on December 14, 2024.
|
Though our compensation disclosures in this proxy statement focus on the compensation of our departed NEOs, you will find a summary of the negotiated compensation packages for Mr. Presley and Mr. Douyard in the
Compensation Discussion and Analysis (and each will be NEOs in the 2026 proxy statement).
While 2024 brought significant leadership transitions, we are pleased with the orderly process and our internal and external team that partnered with us on these critical matters. Each of these leadership transitions
was carefully planned with a focus on strategic succession planning and corresponding severance arrangements that addressed the specific circumstances of each situation. These efforts reflect the Board’s commitment to strong governance,
thoughtful succession planning, and a focus on sustained performance, all while prioritizing the best interests of our shareholders. We look forward to working with this new talented leadership team as they guide us toward Gentherm’s future.
We appreciate your continued trust and support as we execute our commitment to strong governance, thoughtful succession planning, and long-term value creation.
|
The Compensation and Talent Committee
|
|
|
|
John Stacey, Chair
|
|
Charles Kummeth
|
|
Betsy Meter
|
Table of Contents
Executive Summary | 59
2024 Compensation Determinations | 63
Process for Making Compensation Determinations | 73
Additional Compensation Policies | 74
This section of the proxy statement explains our compensation philosophy, design, objectives and goals of our NEO compensation program as well as the decisions made for 2024 with respect to each
of our NEOs. This section also provides certain other information as additional context for the “Named Executive Officer Compensation Tables” that follow.
Our NEOs for 2024 and their titles during such period were:
|
Name
|
Title
|
|
Phillip M. Eyler
|
Former President and Chief Executive Officer, and Interim Chief Financial Officer
|
|
Matteo Anversa
|
Former Executive Vice President of Finance, Chief Financial Officer and Treasurer
|
|
Thomas Stocker
|
Senior Vice President and General Manager, Europe Automotive
|
|
Jaymi Wilson
|
Senior Vice President and General Manager, North America Automotive, Global Sales and Marketing
|
|
Barbara J. Runyon
|
Senior Vice President, Chief Human Resources Officer
|
|
Hui (Helen) Xu
|
Former Senior Vice President and General Manager, Asia Automotive
|
Mr. Eyler, Mr. Anversa and Ms. Xu departed the Company on December 31, September 1 and December 13, 2024, respectively.
In this Compensation Discussion and Analysis, we refer to the Compensation and Talent Committee as the “Committee.”
All cash payments reported for Mr. Stocker were paid in Euros and were converted to US Dollars for purposes of this section. For comparability and to better evaluate decisions made for 2024, we
neutralized the impact of exchange rates for this section and have used the 2024 averaged exchange rate of EUR 1 = 1.05 USD for all periods presented. However, for the Named Executive Compensation Tables, we used such conversion rate for 2024
dollar amounts, and we used the 2023 average exchange rate of EUR = 1.09 USD for 2023 dollar amounts and the 2022 average exchange rate of EUR = 1.09 USD for 2022 dollar amounts. Therefore, changes between 2024 and 2023 and 2022 will be
different among the sections.
2024 Company Performance Highlights
See “Proxy Summary” for a summary of certain performance highlights for 2024.
Compensation Governance
|
What We Do
|
|
Independent Compensation and Talent Committee and independent compensation consultant
|
|
|
|
Annually evaluate peer group and review benchmarking and broad industry market data
|
||
|
|
Objective Company performance metrics in annual cash bonus plan and PSUs, with evolving metrics and weighting aligned with Company strategy and shareholders
|
||
|
|
Utilize formal adjustment policy for incentive programs, and provide transparent disclosure on annual implementation
|
||
|
|
Significant performance-based compensation with fixed payout caps, at-risk compensation and long-term performance period for PSUs
|
||
|
|
Stock ownership guidelines applicable to our executive officers and directors
|
||
|
|
Annual say-on-pay shareholder vote and shareholder outreach on compensation matters
|
||
|
|
Conduct annual compensation risk assessment, reviewed by the Compensation and Talent Committee to confirm no undue risk in compensation programs of the Company
|
||
|
|
Clawback policy for financial restatements applicable to executive officers
|
||
|
|
2023 equity plan reasonably balances stakeholder interests
|
||
|
|
Equity award grant guidelines for annual and one-time equity grants
|
||
|
|
Maintain a Securities Trading Policy to reduce trading risk and liability, including requiring directors, executive officers and other key employees to trade only during pre-established
periods following pre-clearance procedures, and to establish guidelines for Rule 10b5-1 trading plans
|
||
|
What We
Don’t Do |
|
No repricing/replacing underwater stock options and SARs
|
|
|
Prohibition on hedging and pledging, and using derivatives
|
||
|
|
No single-trigger change in control benefit for any NEO
|
||
|
|
No excise tax gross-up benefits upon a change in control
|
||
|
|
Historically have not paid guaranteed bonuses, excluding inducement and new hire bonuses
|
||
|
|
Historically have not changed long-term performance metrics in outstanding equity awards in spite of certain impacts from macroeconomic and geopolitical challenges that were not in our
control
|
Compensation Philosophy
The compensation program for NEOs is designed to attract, motivate and retain qualified executives and to provide them incentives to achieve or exceed the Company’s annual operational,
financial and strategic goals and increase long-term shareholder value. Our NEO compensation program is structured appropriately to support our business objectives, as well as our performance-based culture. The Committee regularly reviews
the NEO compensation program to ensure the fulfillment of our compensation philosophy and goals.
The say-on-pay proposal at our 2024 annual meeting regarding the compensation of NEOs in 2023 received approximately 86% approval.
2024 NEO Compensation Program – Majority Of Target Compensation At Risk
In the first quarter of 2024, the Compensation and Talent Committee approved the design of our 2024 NEO compensation program. The Committee approved revisions to the incentive plans that continue the journey of
balancing shareholder interests in an environment of continued macroeconomic, geopolitical and industry volatility by reducing the number of metrics and the duplication of metrics. This change allows the management team to focus on core
financial metrics that bring shareholder value over the short- and long-term.
The below charts show the mix of target pay for our NEOs (base salary, target 2024 bonus and target equity awards) in 2024 as approved by the Committee in March 2024
(1)
.
|
|
|
|
(1)
|
Excludes deferred compensation for Mr. Eyler and perquisites and other personal benefits provided to our NEOs (disclosed under “All Other Compensation” in the Summary Compensation
Table for 2024).
|
| (2) |
Based on target values determined by the Committee, which were divided by the 30-trading day average closing price of our common stock ending on the
day immediately preceding the grant date to determine the target PSUs and actual RSUs awarded.
|
CEO Realizable Pay – Pay Outcomes Aligned with Shareholder Interests
Our executive compensation program design ensures a strong connection between Company financial performance and pay delivery. This alignment between pay and performance is illustrated through the below chart,
which describes the difference between (i) the intended target pay delivered to our CEO over the past three years (referred to as ‘target compensation’), and (ii) actual pay, for any completed performance period, and an estimate of actual
pay based on performance as of December 31, 2024, for in-flight performance periods (referred to as ‘realizable pay’). The realizable pay of our CEO reflects both the impacts of achieving or likelihood of achievement of performance goals
for incentive compensation, as well as changes in stock price over the applicable vesting or performance periods, the combination of which has resulted in realizable pay to be significantly reduced from the target pay.
The following chart shows the realizable pay of Mr. Eyler compared to his target compensation as of December 31, 2024. The percentages noted in realizable pay reflect the actual (for 2022) or the estimate of
actual (for 2023 and 2024) achievement of the target amount for such compensation component. The amounts included in the “All Other Compensation” column (including deferred compensation) in the Summary Compensation Table for 2024, 2023 and
2022 are not included.
*PSU performance assumed through December 31, 2024 at a closing stock price of $39.92: 2022, 46%; 2023, 100%; and 2024, 100%.
Summary Of 2024 Target Compensation For Other NEOs
The Committee approved the following target compensation for other NEOs in 2024:
|
BASE SALARY
|
ANNUAL BONUS
|
EQUITY AWARDS
|
|
|
Base salary increases of approximately
3-5% effective April 1, 2024 |
No increases in target bonus (as % of
base salary) for NEOs in 2024 |
Increases in target grant value for NEOs to increase retention and further align the NEOs to the 2026 strategic plan
|
|
2024 Compensation Program Overview
The key elements of our compensation program for 2024 were as follows:
|
Fixed
|
Cash-
based
|
Base Salary
•
Based on experience, responsibilities, market, and internal pay equity
•
Annual review focused on merit, promotion, and market
|
|
||||
|
Performance Based
|
Annual Cash Incentive
•
Target bonus calculated as a percentage of base salary
•
Subject to periodic review, generally for increased responsibilities, retention and market
•
Maximum payout subject to reasonable cap (200% of target)
•
One-year performance period
|
Performance Components
•
Adjusted EBITDA (40%)
•
Revenue (40%)
•
Strategic goal (20%) further weighted as follows:
-
Automotive New Business Awards (40%)
-
New Technology Wins (40%)
-
Sustainability-Related Performance (20%)
|
|||||
|
Equity-
based
|
Performance Stock Units (PSUs)
•
Target grant value based on the executive’s position, responsibilities, and market
•
Metrics streamlined from prior year
•
Maximum payout subject to reasonable cap (250% of target, including impact of modifier)
•
Weighted 60% (70% for CEO) of total grant value of target PSUs
•
Three-year performance periods
|
Performance Components
•
Three-Year Relative Revenue Growth (25% of grant value of target
PSUs)
•
Annual and Three-year Growth in Adjusted EBITDA Margin
(75% of grant value of target PSUs)
•
Relative TSR modifier that can adjust total PSU payout by +/- 25%
•
Cliff vesting
for
any earned PSUs
|
|||||
|
|
|||||||
|
Restricted Stock Units (RSUs)
•
Target grant value based on the executive’s position, responsibilities, and market
•
Weighted 40% (30% for CEO) of total grant value
•
Three-year ratable annual vesting
|
Base Salary
In 2024, each NEO received an annual base salary paid in cash and the Committee reviews the base salaries of the NEOs on an annual basis. Historically, base salary increases have been between
3-6%.
For 2024, taking into account individual performance, anticipated individual growth and internal pay equity, as well as market data, the Committee increased the base salaries of the continuing
NEOs by approximately 3-5% effective April 1, 2024.
The following table sets forth the annual base salary rate in effect for the NEOs beginning April 1, 2023 and 2024, respectively.
|
Element
|
April 2023
($) |
April 2024
($) |
Increase
(%) |
|
|
|
|
|
Phillip M. Eyler
|
971,000
|
1,019,550
|
5.0
|
|
Matteo Anversa
|
600,221
|
630,232
|
5.0
|
|
Thomas Stocker
(1)
|
481,668
|
500,934
|
4.0
|
|
Jaymi Wilson
|
453,600
|
467,208
|
3.0
|
|
Barbara J. Runyon
|
449,467
|
467,446
|
4.0
|
|
Hui (Helen) Xu
|
971,000
|
1,019,550
|
5.0
|
|
(1)
|
Amounts reported for Mr. Stocker were paid in Euros and were converted to U.S. Dollars using the 2024 averaged exchange rate of EUR 1 = 1.05 USD.
|
Senior Level Bonus Plan - Cash Bonus
The Committee reviews and approves each of the target bonuses (as a percentage of base salary) for the NEOs, generally consistent with the process used to determine base salaries. For NEOs who
begin employment with the Company during a year, annual performance bonuses are prorated based on the number of days worked during such year.
2024 SENIOR LEVEL BONUS PLAN.
The bonus plan for senior level management, including all executive officers, was approved by
the Committee in March 2024 (the “Senior Level Bonus Plan”). Pursuant to the Senior Level Bonus Plan, participants earn cash bonuses up to capped amounts based on the achievement of a combination of financial performance metrics and strategic
goals for the full year. For all executive officers in 2024, target bonuses were to be earned based solely on the achievement of Company performance metrics and strategic goals.
2024 target bonuses (as a percentage of base salary) were 125% for Mr. Eyler, 80% for Mr. Anversa, 70% for Mr. Stocker and Mses. Wilson and Xu and 60% for Ms. Runyon, each of which was consistent
with 2023. Each executive officer’s maximum bonus opportunity in 2024 was 200% of target bonus.
In 2024, the Committee approved revisions to the incentive plan to reduce the number of performance metrics within the annual incentive plan and between the annual incentive plan and the long-term
incentive program.
The three performance goals pay out independently, each with a payout at threshold (50%), target (100%) and maximum (200%), and interpolation for achievement in-between.
COMPANY PERFORMANCE METRICS (80% WEIGHTED).
The two financial performance metrics reflect the Company’s focus on overall
sales growth, strong margins and profitable operations.
|
($ In Millions)
|
|
|
|
Metric
|
Weight
(%) |
Rationale
|
Period
|
Threshold
(50% Payout) |
Target
(100% Payout) |
Maximum
(200% Payout) |
Previous
Year Actual Unadjusted |
|
Adjusted
EBITDA
(1)
|
40
|
Supplemental measure of the Company’s operational performance
|
Full year goal
|
$168.0
|
$187.0
|
$208.0
|
2023: $180.7
|
|
Revenue
|
40
|
Measures management’s ability to grow the top line
|
Full year goal
|
$1,469.0
|
$1,500.0
|
$1,600.0
|
2023: $1,469
|
|
(1)
|
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, deferred financing cost amortization, non-cash stock based compensation expenses, and
other gains and losses not reflective of the Company’s ongoing operations and related tax effects, including transaction expenses, debt retirement expenses, impairment of assets held for sale, impairment of goodwill, gain or loss on
sale of business, restructuring expense, net, unrealized currency gain or loss, and unrealized revaluation of derivatives. For a reconciliation of Adjusted EBITDA to net income, see our earnings release for the fourth quarter and
full year ended December 31, 2024 furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2025.
|
COMPANY FINANCIAL PERFORMANCE IN 2024.
The Company’s achievement of the 2024 performance goals and the resulting payout for
such weighted factor is set forth below.
|
–
|
Adjusted EBITDA (40% weighting) was $193.9 million, which corresponded to achievement between target and maximum, or a 132.9% payout.
|
|
–
|
Revenue (40% weighting) was $1,473.0 million, which corresponded to achievement between threshold and target, or a 56.5% payout.
|
COMPANY STRATEGIC GOALS (20% WEIGHTED).
The three strategic performance metrics established for 2024 reflect the Company’s
focus on overall new business, technology growth, and sustainability. Achievement payouts for each performance metric were set at threshold (50%), target (100%) and maximum (200%) with interpolation for achievement in-between.
COMPANY STRATEGIC PERFORMANCE IN 2024.
The Company’s achievement of the 2024 strategic goals and the resulting payout for
such weighted factor is set forth below.
|
–
|
Automotive New Business Awards (40% weighting of Strategic Goals)
was $2,400 million, which corresponded to above maximum achievement, or a
200% payout. Automotive new business awards is defined as the aggregate projected lifetime revenue of new automotive awards provided by customers to the Company, with the value based on the price and volume projections received
from each customer as of the award date. Gentherm believes that automotive new business awards are an indicator of future revenue.
|
|
–
|
New Technology Wins (40% weighting of Strategic Goals)
was 8, which corresponded to above maximum achievement, or a 200% payout. New technology
wins is defined as the number of new business awards provided by customers to the Company related to specified new technologies or other related or novel product at the discretion of the Committee. Gentherm believes that new
technology wins are an indicator of future business expansion and revenue growth.
|
|
–
|
Increase in Renewable Energy Share (20% weighting of Strategic Goals)
was 17%, which corresponded to above maximum achievement, or a 200%
payout. Increase in renewable energy share is defined as the increase in the Company’s renewable energy share as a percentage of total energy usage (including both on-grid and off-grid usage). Renewable energy includes onsite
generation, purchased energy that is documented as renewable via REC or the Green Tariff program, and any standard grid-supplied energy that is documented as a renewable share. Gentherm believes that renewable energy share is
important to achieving its carbon reduction goal and to meeting customer requirements.
|
OBJECTIVE BONUS ADJUSTMENT POLICY.
The Committee adopts an objective policy each year concurrent with approving the Senior
Level Bonus Plan to address the following unusual or extra-ordinary events (to the extent not already captured in the applicable definitions of the metrics), without limiting the Committee’s ability to apply adjustments in its discretion,
under the Senior Level Bonus Plan. The 2024 policy outlined a consistent and reasonable approach for the Committee’s decisions related to the following events: acquisitions, investments and divestitures not addressed in the initially
approved annual budget; restructuring costs; regulatory changes; accounting rule changes; changes in foreign exchange rates; and other items of an unusual nature that infrequently occur.
2024 EARNED BONUS.
The 2024 earned bonus for each NEO is set forth below.
|
Name
|
Base Salary
($) |
X
|
Bonus Target as
% of Base Salary
(%)
|
X
|
Earned Bonus
(%) |
=
|
Earned Bonus
($) |
|
Thomas Stocker
(1)
|
500,934
|
|
70
|
|
115.7
|
|
405,706
|
|
Jaymi Wilson
|
467,208
|
|
70
|
|
115.7
|
|
378,392
|
|
Barbara J. Runyon
|
467,446
|
|
60
|
|
115.7
|
|
324,508
|
|
(1)
|
Amounts reported in this table for Mr. Stocker were converted from Euros to U.S. Dollars using the 2024 averaged exchange rate of EUR 1 = 1.05 USD.
|
We pay bonuses approximately two months after the end of the applicable performance period. Unless the Committee provides for an exception, a participant must be employed on the bonus payment date to receive
a bonus.
Mr. Eyler, Mr. Anversa and Ms. Xu did not earn a 2024 bonus due to the termination of their respective employment prior to year end. Mr. Eyler and Ms. Xu received severance benefits as a result of such termination, including all or a
portion of such earned bonus, respectively. See “Named Executive Officer Compensation Tables–Potential Payments Upon Termination or Change in Control” for information regarding the severance arrangements and benefits for Mr. Eyler and Ms.
Xu.
Recognition Cash Bonus
From time to time, the Board of Directors may choose to recognize the efforts of one or more executives based on significant achievements during the year. In 2024, the Board of Directors approved a recognition
bonus of $100,000 to Barbara Runyon to reflect significant contributions to the Company over the last few years, including, but not limited to, her leadership throughout the CEO and CFO search processes. The one-time payment was delivered,
reduced to cover applicable taxes, in December 2024.
Equity Awards – A Strong Pay-For-Performance Focus (PSUs), With Objective Company Performance Measures, Balanced With Long-Term Time-Based Awards (RSUs)
ANNUAL GRANTS.
Equity awards represent a significant portion of our NEOs’ compensation, as the Committee continues to
regard increasing long-term shareholder value as senior management’s primary objective. Our long-term incentive program for senior level participants, including all executive officers, was initially approved in 2018 following significant
shareholder engagement and a comprehensive review of our overall compensation program. Generally, the size of the awards depends on the executive’s position and current salary, as well as management’s recommendations, competitiveness in
the market, internal pay equity, and other subjective factors deemed relevant by the Committee. We have granted the annual equity awards during the first quarter since 2019.
The 2024 equity awards included 60% of grant value being delivered via target PSUs and 40% being delivered via RSUs for all NEOs excluding Mr. Eyler. In 2024, Mr. Eyler’s equity awards
included 70% of grant value being delivered via target PSUs and 30% being delivered via RSUs.
PERFORMANCE-BASED RESTRICTED STOCK UNITS (PSUs).
A target number of PSUs was granted to each NEO. PSUs ultimately are
earned and vest based on four Company performance metrics, and any PSUs earned on any portion of the award vest three years from the grant date.
In 2024, the Committee approved a revised PSU program, streamlining its focus on financial measures central to shareholder interests and addressing concerns about setting performance goals
amidst ongoing macroeconomic, geopolitical and industry volatility.
|
|
|
|
Relative TSR modifier has the potential
to impact overall performance +/- 25%
|
|
Metric
|
% of Grant Value
of Target PSUs |
Definition
|
|
Annual and Three-year
Expansion of Adjusted
EBITDA Margin
|
75%
|
Growth in (1) earnings (losses) before interest, taxes, depreciation and amortization, deferred financing cost amortization, non-cash stock-based compensation expense, and other gains
and losses not reflective of the Company’s ongoing operations and related tax effects (as determined by the Compensation and Talent Committee, in its sole discretion), including transaction expenses, debt retirement expenses,
impairment of assets held for sale, gain or loss on sale of business, restructuring expense, unrealized currency gain or loss and unrealized revaluation of derivatives, divided by (2) revenue, each for the same performance period.
Adjusted EBITDA Margin aligns with our focus on overall sales growth, strong margins and profitable operations.
Growth goals are pre-established for annual 2024 goal and the three-years ended 2026 goal, while using “constant growth” model for 2025 and 2026 annual goals.
|
|
Three-Year Relative
Revenue Growth
|
25%
|
Relative Revenue Growth as defined under the 2023 Senior Level Bonus Plan (see “Senior Level Bonus Plan–Cash Bonus”) over three years. Relative Revenue Growth rewards relative
performance compared to automotive industry peers, and neutralizes macroeconomic factors beyond management’s control.
|
|
Relative TSR
( modifier ) |
+/- 25%
|
Performance modifier that can increase or decrease the total payout of target PSUs by 25% if Relative TSR performance is at or above the 75
th
percentile or is below the 25
th
percentile relative to peer companies, respectively.
Defined as stock price appreciation plus reinvested dividends, versus an established peer group at the end of three full years. To avoid drastic impact of a single day of trading, for
purposes of 2024 awards, the beginning stock price is equal to the 20-trading day average closing stock price of the Common Stock immediately preceding the first day of the performance period (January 1, 2024) and the ending stock
price is equal to the 20-trading day average closing price for the Common Stock on December 31, 2026.
|
RELATIVE TSR COMPARISON GROUP.
The Committee selected the following companies for Relative TSR comparison purposes, with
advice from Meridian. The companies chosen reflect companies that are impacted by the same external economic forces as Gentherm. Specifically, companies were identified based on their industry and the correlation of their stock price
movement with Gentherm. Given that this comparison group is used for purposes of measuring Relative TSR performance, and not for setting target pay levels, company size was not used as a factor in determining the comparison group. The
2024 peer group was consistent with 2023 and has been generally consistent since it was first utilized in 2018.
|
Adient plc
|
American Axle Manufacturing Holdings, Inc.
|
Aptiv PLC
|
|
BorgWarner Inc.
|
Cooper-Standard Holdings Inc.
|
Dana Incorporated
|
|
Dorman Products, Inc.
|
Ford Motor Company
|
Fox Factory Holding Corp.
|
|
General Motors Company
|
Gentex Corporation
|
LCI Industries
|
|
Lear Corporation
|
Magna International Inc.
|
Modine Manufacturing Company
|
|
Motorcar Parts of America, Inc.
|
Sensata Technologies Holding plc
|
Standard Motor Products, Inc.
|
|
Stoneridge, Inc.
|
The Goodyear Tire Rubber Company
|
THOR Industries, Inc.
|
|
Visteon Corporation
|
Winnebago Industries, Inc.
|
|
TIME-BASED RESTRICTED STOCK UNITS (RSUs).
RSUs vest ratably over three years, with one third of RSUs vesting on each
anniversary of the grant date.
2024 ANNUAL EQUITY TARGET VALUES.
The Committee determined the target grant values for equity granted in 2024 primarily
based on peer group or survey data for similar positions, retention needs and further alignment with the 2026 strategic plan, as well as the executive’s current position and salary. The values listed below represent the target values
approved by the Committee and differ from the actual grant date fair values reported in the Summary Compensation Table for 2024.
|
|
|
Element
|
Target PSUS Adjusted EBITDA Margin
($)
|
Target PSUS Relative Revenue Growth
($) |
RSUS
($) |
Total Target Values
($) |
|
Phillip M. Eyler
|
2,362,500
|
787,500
|
1,350,000
|
4,500,000
|
|
Matteo Anversa
|
765,000
|
255,000
|
680,000
|
1,700,000
|
|
Thomas Stocker
|
405,000
|
135,000
|
360,000
|
900,000
|
|
Jaymi Wilson
|
405,000
|
135,000
|
360,000
|
900,000
|
|
Barbara J. Runyon
|
360,000
|
120,000
|
320,000
|
800,000
|
|
Hui (Helen) Xu
|
405,000
|
135,000
|
360,000
|
900,000
|
The target values were divided by the 30-trading day average closing price of our common stock ending on the day immediately preceding the grant date to determine the number of target shares
of PSUs and the actual number of RSUs awarded. The grant date for the awards to the NEOs was March 15, 2024, and the 30-trading day average closing price for our common stock ending on March 14, 2024 was $53.27.
As a result, the number of target PSUs and actual RSUs awarded was as follows:
|
Element
|
Target PSUS Adjusted
EBITDA Margin (#) |
Target PSUS Relative
Revenue Growth (#) |
RSUS
(#) |
|
Phillip M. Eyler
|
44,350
|
14,783
|
25,344
|
|
Matteo Anversa
|
14,361
|
4,787
|
12,768
|
|
Thomas Stocker
|
7,603
|
2,534
|
6,759
|
|
Jaymi Wilson
|
7,603
|
2,534
|
6,759
|
|
Barbara J. Runyon
|
6,758
|
2,253
|
6,009
|
|
Hui (Helen) Xu
|
7,603
|
2,534
|
6,759
|
OBJECTIVE PSU ADJUSTMENT POLICY.
The Committee adopts an objective policy each year concurrent with its approval of PSU
awards to address the following unusual or extra-ordinary events (to the extent not already captured in the applicable definitions of the metrics), without limiting the Committee’s ability to apply adjustments in its discretion. The 2024
policy is set forth below:
|
–
|
Adjusted EBITDA and Relative Revenue Growth.
Adjusted EBITDA and Relative Revenue Growth goals (including threshold, target and maximum
goals) and Adjusted EBITDA and Relative Revenue Growth achieved will be adjusted by the Committee to reflect the following items: acquisitions, investments and divestitures not addressed in the strategic plan for the performance
period; restructuring costs; regulatory changes; accounting rule changes; and other items of an unusual nature that infrequently occur. Unlike the adjustment policy for the Senior Level Bonus Plan, the Committee generally does
not adjust the performance metrics or results of PSUs for changes in foreign exchange rates due to the multi-year performance period. However, the Committee reserves the right to make such adjustment in its discretion in the
event of a large-scale, macroeconomic event that impacts foreign currency rates.
|
|
–
|
Relative TSR.
A company that is included in the Relative TSR peer group at the grant date will be removed from the Relative TSR calculation
for the Relative TSR period in the event of any of the following events during the Relative TSR period: mergers, acquisitions or business combination transactions of a peer group company if the company is not the surviving
entity; a peer group going private or a liquidation of a peer group company; and the bankruptcy of a peer group company if the company is not publicly traded at the end of the performance period.
|
Other Benefits And Perquisites
The following tables sets forth significant benefits and perquisites Gentherm provided its NEOs in 2024:
|
Element
|
2024 Information
|
|
Defined Contribution
Retirement Plan
|
•
The Company maintains the 401(k) Plan to provide all eligible
U.S. employees, including the NEOs other than Mr. Stocker, with a means to accumulate retirement savings on a tax-advantaged basis. For 2024, on a discretionary basis, the Company matched 100% of each employee’s contributions up
to a contribution equal to 4% of the employee’s compensation, with such employee contributions subject to IRS limitations. The Company may, but is not required to, make additional discretionary contributions. The Company has not
made any discretionary contribution to the 401(k) Plan since its inception.
•
Mr. Stocker participates in the same standard retirement benefits scheme as all other
employees located in Germany.
|
|
Automotive Benefit
|
•
The Company believes it is important that our leadership team
thoroughly understand our products and are users of our products, in particular since the automotive segment has been and continues to be our primary market and represents a substantial portion of our revenues.
•
The Company provides each NEO with the use of a Company-leased automobile or an
automobile allowance and reimbursement of related expenses in line with the policy covering such benefits located in their country of employment. Pursuant to the terms of her employment contract and in accordance with market
practice for executives on international assignment in China, the Company provides Ms. Xu with a Company-leased automobile and the services of a driver.
|
|
Assignment-Related
Relocation Benefits
|
•
Ms. Xu is a United States resident whose primary work location has been Shanghai, China
since her hiring in August 2019. In June 2023, Ms. Xu received an updated assignment contract to more clearly outline the expatriate benefits she received while on assignment in Shanghai. Pursuant to her updated assignment
contract, Ms. Xu received additional benefits during the term of her international assignment, including tax services support and tax equalization, home leave, and full reimbursement of education and housing expenses.
|
Severance And Change In Control Benefits
Severance Plan.
In 2021, Gentherm implemented a discretionary severance plan for U.S.-based employees to provide
financial assistance to help ease the burden that may result from involuntary termination of employment (the “Severance Plan”). The Severance Plan provides for the payment, as determined by the Company in its sole discretion on a
case-by-case basis, of certain benefits to active full-time or part-time employees, including the NEOs, whose employment is terminated by the Company without cause or other specified termination events.
The Committee believes that the Severance Plan and related agreements create a stable work environment by providing our executive officers with certain economic benefits in the event their
employment is terminated not for cause and further considered these benefits important to attract executive talent to the Company. The Committee further believed the change in control benefits provided to the NEOs are appropriate to allay
the uncertainty that executive officers can experience while the possibility of a change in control exists, reinforcing their need to operate in the best interests of the Company and shareholders, and provide incentive to remain at the
Company through the desired retention period. The right to receive payments and benefits is subject to the NEO’s delivery and, as applicable, non-revocation of a separation agreement that contains a release of claims against the Company
and other third parties.
Terminations in 2024.
In connection with his involuntary separation, not for cause, effective December 31, 2024, Mr.
Eyler entered into a Separation and Consulting Agreement that confirmed specified severance and related benefits from his employment agreement. His severance benefits were contingent on compliance with non-competition and
non-solicitation restrictive covenants through June 30, 2026, as well as non-disparagement restrictive covenant and applicable clawback policies.
Mr. Anversa’s departure in September 2024 was a voluntary resignation without Good Reason, and therefore, Mr. Anversa received no severance payments, and all outstanding and unvested equity awards were
forfeited.
In connection with the completion of her foreign secondment assignment, on and effective December 13, 2024, the Company terminated Ms. Xu from her role as the Company’s Senior Vice President
and General Manager, Asia Automotive. Ms. Xu remained as a non-executive employee of the Company through December 31, 2024 to support the orderly transition of her responsibilities. In accordance with her offer letter and the Severance
Plan, Ms. Xu was eligible to receive the severance benefits specified for a termination without Cause. Her severance benefits were contingent on compliance with non-competition, non-solicitation and non-disparagement restrictive
covenants, and applicable clawback policies.
See “Named Executive Officer Compensation Tables–Potential Payments Upon Termination or Change in Control” for information regarding the severance arrangements and benefits for Mr. Eyler and
Ms. Xu, as well as potential severance and benefits to the other NEOs upon termination of employment with the Company (including upon or subsequent to a change in control).
Other than the Deferred Compensation Plan and the 401(k) Plan described below, the Company does not provide or maintain any post-retirement medical benefits, non-qualified deferred
compensation plans or retirement or pension plans for the NEOs.
PSU Awards Outstanding During The Year Ended December 31, 2024
The following PSU awards were outstanding during the year ended December 31, 2024, with the percentage representing the percentage of grant value of the target PSUs:
|
Award
|
Adjusted EBITDA Margin (75%)
Performance Period |
Relative Revenue Growth (25%)
Performance Period |
|
2024 Award
|
Annual periods in 2024, 2025 and 2026 (each
25% weighted) and pre-established three-year period ending 12/31/2026 (25% weighted)* |
Three-year period ending 12/31/2026*
|
|
*At end of performance period, aggregate payout of two metrics will be subject to achievement of rTSR modifier, which is calculated over a three-year period ending 12/31/2026
|
||
|
Award
|
Relative TSR (20%) Performance Period
|
ROIC (20%) Performance Period
|
Adjusted EBITDA (40%) Performance Period
|
Relative Revenue Growth (20%) Performance Period
|
|
2023 Award
|
Three-year period
ending 3/14/2026 |
2025
|
Three-year period
ending 12/31/2025 |
Three-year period
ending 12/31/2025 |
|
Award
|
Relative TSR (20%)
Performance Period |
ROIC (40%) Performance
Period |
Adjusted EBITDA (40%) Performance Period
|
|
2022 Award
|
Three-year period ending
3/11/2025 |
2024
|
Three-year period ending 12/31/2024
|
Determination Of Earned 2022 PSU Awards (ROIC, Adjusted EBITDA And Relative TSR)
As of the determination date by the Committee, 2022 PSUs were held by all continuing NEOs. In first quarter of 2025, the Committee determined that (i) 85.0% of the ROIC PSUs granted in 2022
were earned based on actual ROIC performance of 12.8%, which was between threshold and target; (ii) 0% of the Adjusted EBITDA PSUs granted in 2022 were earned based on actual performance of $493 million, which was below threshold; and
(iii) 0% of the Relative TSR PSUs granted in March 2022 were earned based on Relative TSR performance at the
21
st
percentile of the applicable Relative TSR peer group during the three-year performance period, which was 20th out of 25 companies.
Deferred Compensation Plan
On December 31, 2018, the Company adopted the Gentherm Incorporated Deferred Compensation Plan, amended and restated effective January 1, 2019 (the “Deferred Compensation Plan”). The
Deferred Compensation Plan is intended to provide retirement income benefits to participants, but is not a supplemental executive retirement program or a traditional executive pension plan.
The Deferred Compensation Plan is unfunded and permits participants to make annual elections to defer all or a portion of their base salary and annual bonus for the subsequent year, and to
receive employer contributions, which such participants would have been able to make and receive under the Company’s existing Retirement Savings Plan (the “401(k) Plan”) but for certain salary reduction and related limitations of the
Internal Revenue Code of 1986, as amended (the “Code”). The Deferred Compensation Plan provides that key executive employees selected by the Company will be eligible to participate in such plan. All NEOs of the Company other than Mr.
Stocker (not a resident of the U.S.) are eligible employees to participate. Accordingly, each eligible NEO was able to defer all or a portion of base salary and annual bonus as was eligible (at the Company’s election) to receive employer
contributions, if any, under the Deferred Compensation Plan for the 2024 plan year.
Additionally, NEOs, including Mr. Eyler, who elected to participate in the Deferred Compensation Plan received employer contributions representing amounts they would have been able to
receive as matching contributions under the 401(k) Plan but for certain salary reduction and related limitations of the Code. Employer contributions in 2024 were as follows: Mr. Eyler, $26,497; Mr. Anversa, $2,706, Ms. Runyon $4,718, Ms.
Wilson, $4,752, and Ms. Xu, $5,758.
Distribution of employee and employer contributions do not commence until the earlier of death, disability, date of separation from employment or a specified date selected by the participant
at least two years in the future from the commencement of deferral (applies only in the case of elected participant deferrals and does not apply to the company contributions).
PERFORMANCE-BASED DEFERRED COMPENSATION AGREEMENT
In addition to the above program, the Company and Mr. Eyler entered
into a Deferred Compensation Agreement effective January 1, 2019, pursuant to which Mr. Eyler is eligible to receive a performance-based award under the Deferred Compensation Plan (the “Eyler DC Agreement”). The Eyler DC Agreement
provides that Mr. Eyler is eligible to receive annual incentive contributions based on Company achievement of year-over-year growth in Adjusted EBITDA, defined in the same manner as the Senior Level Bonus Plan, compared to target, and
that Mr. Eyler’s maximum annual incentive compensation award under the Eyler DC Agreement is 30% of his base salary in the immediately preceding calendar year.
Mr. Eyler is fully vested in all awards under this program due to his achievement of four years of continuous service from the effective date of the Eyler DC Agreement. Similar to the above,
performance-based contributions made on behalf of Mr. Eyler may commence only in the following circumstances: death, disability, or date of separation from employment.
The Company contributed $332,362 to the Deferred Compensation Plan for Mr. Eyler in March 2025, comprised of $305,867 (30% of his 2024 base salary, based on the Committee’s determination of
132.9% payout of Adjusted EBITDA for 2024, aligned the approved payout for the 2024 Senior Level Bonus Plan) and the $26,497 of employer contributions noted above.
2025 Senior Level Bonus Plan And Equity Award Design
In 2025, the Committee approved revisions to the incentive plans that continue the journey of balancing shareholder interest in an environment of continued macroeconomic, geopolitical and
industry volatility. The changes outlined below allow the management team to focus on core financial metrics that bring shareholder value over the short- and long-term.
The 2025 Senior Level Bonus Plan includes three performance goals that pay out independently, each with a payout at threshold (50%), target (100%) and maximum (200%), and interpolation for
achievement in between, with the following weighting:
|
-
|
Adjusted EBITDA (50% weighted)
– increased weighting from 40% in 2024
|
|
-
|
New Business Wins, or bookings (30% weighted)
– new metric replacing prior revenue metric. Reported to shareholders on a quarterly basis in
the Company’s SEC filings and, beginning with the first quarter of 2025, represents the lifetime sales of awards during the fiscal year for the automotive business, orders obtained within the plan year for the medical
business, and adjacent market growth, inclusive of conquest awards on our core technology platforms in other industries
|
|
-
|
Adjusted Free Cash Conversion (20% weighted)
– new metric replacing the prior strategic metrics for executive management. Defined as cash
flow from operating activities (excluding cash restructuring costs and one-time non-operational matters) plus proceeds from asset sales less CAPEX, divided by Adjusted EBITDA as defined and calculated within the annual plan
|
|
|
|
|
|
|
The PSU program in 2025 includes two performance goals that payout independently, each with a payout at threshold (50%), target (100%), and maximum (200%), and interpolation for achievement
in between, with the following weighting:
|
-
|
Annual and three-year growth in three-year Adjusted EBITDA Margin (75% weighting) – no change compared to 2024
|
|
■
|
Goals are set and measured each year using a constant growth methodology over three years (with 25% weighting for 2025, 2026, and 2027 and a pre-set goal for 2027)
|
|
-
|
Year-over-year Revenue Growth (25% weighting) – replaces Relative Revenue Growth
|
|
■
|
Goals are set and measured each year using a constant growth methodology over three years (with 25% weighting for 2025, 2026, and 2027 and a pre-set goal for 2027)
|
|
-
|
Continue to use a PSU payout modifier based on the Company’s actual TSR performance against the Company’s TSR peer group (no change)
|
|
■
|
If performance is below the 25
th
percentile, the total PSU award payout will be downward modified by 25%
|
|
■
|
If the performance is at or above the 75
th
percentile, the total PSU award payout will be upward modified by 25%
|
|
■
|
There is no modification if performance is greater than the 25
th
percentile and less than the 75
th
percentile
|
|
■
|
Maintains definition of Relative TSR and the current TSR peer group
|
|
|
|
|
||
|
Relative TSR modifier has the potential
to impact overall performance +/- 25%
|
Relative TSR modifier has the potential
to impact overall performance +/- 25%
|
Target Compensation for Continuing NEOs
|
-
|
Base Salaries.
The Committee approved no increase for the continuing NEOs (and all executive committee members),
to show solidarity with the full workforce, whom received reduced increases as precaution in anticipation of volatility within the automotive industry.
|
|
-
|
Target Bonus.
The Committee maintained the target bonuses (as a percentage of base salary) for the continuing NEOs
for 2025.
|
|
-
|
Target Equity Grant Value.
The Committee reduced target annual equity grant values to revert NEOs back to standard
levels after years of retention-based increases. 2025 targets continue to align with market data. The 2025 target annual equity awards include 60% of target value being delivered via PSUs and 40% being delivered via RSUs for the
continuing NEOs (no change as compared to 2024).
|
New Hire Compensation for Future NEOs
Mr. Presley and Mr. Douyard each entered into respective offer letters with the Company, specifying their total target compensation for 2025.
|
Name and Principal Position
|
Salary
($) |
Target Bonus
(% of Base Salary) |
Make Whole
Bonus
($) (1) |
2025 Equity
Grant Value ($)(2)
|
Make Whole RSU Grant Value ($)(3)
|
Automobile Allowance
($) |
|
William Presley
President and Chief Executive Officer |
950,000
|
125
|
2,700,000
|
4,000,000
|
4,700,000
|
—
|
|
|
Jonathan Douyard
Executive Vice President, Chief Financial Officer and Treasurer |
600,000
|
80
|
1,300,000
|
1,100,000
|
2,000,000
|
12,000
|
|
(1)
|
Paid in two equal installments. For Mr. Presley the first installment was paid in January 2025 and the second installment will be paid within 45 days of January 1, 2026; and for Mr.
Douyard, the first installment was paid in March 2025 and the second installment will be paid within 45 days of July 1, 2025.
|
|
(2)
|
Mr. Presley’s equity grant value will be delivered in PSUs (target PSUs weighted at 70% of grant value) and RSUs (weighted at 30% of grant value). Mr. Douyard’s equity grant value
will be delivered in PSUs (target PSUs weighted at 60% of grant value) and RSUs (weighted at 40% of grant value).
|
|
(3)
|
Vesting pro rata annually on each of the first three anniversaries of the grant date, which was February 24, 2025.
|
The foregoing make-whole bonuses and RSU grants are subject to specified termination and clawback terms, as set forth in their respective offer letters with the Company.
Management Recommendations on Non-CEO Compensation Matters
In determining the compensation of executive officers other than the CEO, the Committee receives significant input and recommendations from the CEO and the Company’s Chief Human Resources
Officer (“CHRO”). These persons have the most involvement in, and knowledge of, the Company’s business goals, strategies and performance, the overall effectiveness of the management team, each person’s individual contribution to the Company’s
performance and appropriate alignment with additional human capital management considerations. No executive officer provides input or participates in the deliberation of the Committee with respect to such person’s own compensation. Management
also provides the Committee with information regarding the individual’s experience, current performance, potential for advancement and other subjective factors. The Committee retains the discretion to modify the recommendations of management
and reviews such recommendations for their reasonableness based on individual and Company performance, retention and incentive needs, internal pay equity, shareholder and strategic considerations, succession planning and market information.
The Committee works with management to set the agenda for Committee meetings and regularly invites the CEO and CHRO to attend such meetings. The Committee also meets regularly in executive
session to discuss compensation issues generally outside the presence of management and to review the performance and determine the compensation of the CEO.
Continuing Use of Independent Third-Party Consultant
The Committee re-engaged Meridian as its independent compensation consultant for the 2024 NEO compensation program, including to: evaluate and assist in selecting an appropriate peer group; benchmark our
executive compensation programs against the peer group and general market survey data; provide input on our executive compensation plan design and equity usage and allocation; assist with the Committee’s compensation risk assessment; and
provide information regarding general compensation market trends.
Use Of Peer and Survey Data To Ensure Reasonable Compensation
The Committee utilizes peer group and general market survey data to benchmark the Company’s executive and non-employee director compensation (including for new hires or appointments), as well as for incentive
plan design. The peer group companies are generally those determined to be comparable to Gentherm based on revenue (the primary variable since it is viewed as the leading predictor of executive pay), enterprise value and industry. The
Committee added two companies to its peer group, Belden Inc. and Columbus McKinnon Corporation, for purposes of evaluating such matters for 2024 based on the advice of its compensation consultant that it is preferable to have a peer group of
at least 15 companies. In approving such change, the Committee confirmed that such addition did not have a material impact on the median revenue and market capitalization of the full peer group. The Committee’s peer group for 2024 matters
consisted of the following companies.
|
Belden Inc. (BDC)
|
Columbus Mckinnon Corporation (CMCO)
|
CTS Corporation (CTS)
|
|
Dorman Products, Inc. (DORM)
|
Fabrinet (FN)
|
Fox Factory Holding Corp. (FOXF)
|
|
Gentex Corp. (GNTX)
|
Kimball Electronics, Inc. (KE)
|
LCI Industries (LCII)
|
|
Littelfuse, Inc. (LFUS)
|
Methode Electronics, Inc. (MEI)
|
Modine Manufacturing Company (MOD)
|
|
Standard Motor Products, Inc. (SMP)
|
Stoneridge, Inc. (SRI)
|
Visteon Corporation (VC)
|
Stock Ownership Guidelines
Our Chief Executive Officer is required to own shares of our common stock having a value equal to 300% of base salary, and other executive officers and designated employees are required to own
shares of our common stock have a value equal to 100% of base salary. Non-executive directors are required to own common stock having a value of at least five times the base annual cash retainer (excluding other additional cash retainers).
The guidelines require that all designated participants retain all shares that vest pursuant to equity awards granted by the Company until the ownership level above is met.
Shares included for compliance include shares held by such person individually, jointly or indirectly with such person’s family members, or in a trust for the economic benefit of such person or
family members, and the value of unvested restricted stock, RSUs and earned (but unvested) PSUs also are included for purposes of the compliance test.
The Committee is responsible for reviewing any non-compliance with the stock ownership requirements and has the discretion to enforce the requirements. Compliance with the stock ownership
requirement is computed on or about May 31 each year and is based on the 30-trading day average closing price of our common stock on such date. As of May 31, 2024, no executive officer as of such date was below the ownership guideline.
Compensation Risk Assessment
The Committee oversees a risk assessment of the Company’s compensation programs. In 2024, management and Meridian reviewed all Company-wide programs and policies, discussed the design features,
assessed the levels of risk of such programs and presented key findings and observations to the Committee. The Committee concluded, based on the assessment, that our compensation programs and policies do not encourage excessive risk-taking
behaviors that are reasonably likely to have a material adverse effect on the Company. The Committee believes that the Company’s incentive compensation programs contain appropriate risk mitigation and governance features to align executives
with long-term shareholder value creation, including implementation of a clawback policy, stock ownership guidelines and prohibitions on hedging and pledging.
Timing And Pricing of Equity Grants
In March 2025, the Committee adopted Equity Grant Guidelines to establish a reasonable and consistent process for the grant timing and pricing of equity awards in order to ensure the integrity and
efficiency of the Company’s equity award plans and programs, although the Committee retains authority to make grants outside of the guidelines if it determines it is in the best interest of the Company and the shareholders.
Timing
Under the guidelines,
the Committee intends to grant annual equity awards to all participants in an open trading window, generally in mid-March following the issuance of the Company’s annual earnings release and Annual Report on Form 10-K
, provided that stock options or stock appreciation rights will only be granted during an open trading window.
For new hires and other one-time equity awards for existing or promoted executive officers, the Committee will approve a grant date to occur (a) in an open trading window if available within 60
days of the start date, retention program approval date or promotion date or (b) if the trading window is not expected to be open during such period, on or about the closing of the first business day of the month immediately following such
date. For other participants receiving new hire or one-time equity awards, such equity awards will be granted on a date once per month around a common hire date that is pre-determined at the beginning of each calendar year.
In addition, the Committee will not grant equity awards to executive officers within the period starting four business days before the filing of a periodic report on Form 10-Q or 10-K or the filing or furnishing of a current report on Form 8-K that discloses material non-public information and ending one full business day after such filing.
Under the guidelines,
the Committee confirms it (or its delegate, if any, for grants to non-executive officers) will not take into account material non-public information likely to materially impact the price of the Company’s common stock when determining the timing and terms of equity award grants
, and
will not coordinate the timing of equity award grants with the release of material non-public information likely to materially impact the price of the Company’s common stock
.
Pricing
In accordance with the 2023 Equity Plan, the exercise or base price of stock option or stock appreciation rights (“SAR”) awards will be at least 100% of the fair market value of our common stock
on the grant date (which is not earlier than the date the Committee approves such award). The Committee is authorized to modify, extend or renew outstanding stock options or SARs or accept the cancellation or surrender of such awards. However,
the 2023 Equity Plan prohibits direct repricings (lowering the exercise price of a stock option or the base price of a SAR) and indirect repricings (cancelling an outstanding stock option or SAR and granting a replacement or substitute stock
option or SAR with a lower exercise or base price, or otherwise exchanging such awards for cash, stock options, SARs or other awards).
Prohibition On Hedging And Pledging
In addition to the restrictions set forth in SEC regulations, the Company’s Securities Trading Policy prohibits our employees (including officers) or directors from hedging Company securities or
engaging in transactions of Company securities for speculative purposes. The policy also prohibits pledging Company securities or holding Company securities in a margin account. See “Corporate Governance—Key Policies and Practices” for detailed
information regarding our Securities Trading Policy.
Clawback Policy
PRIOR POLICY (EFFECTIVE THROUGH NOVEMBER 8, 2023).
While the Company adopted a new Clawback Policy in 2023, the Company’s prior Clawback Policy still
applies to any compensation received by executives prior to October 2, 2023. Under the Company’s prior Clawback Policy, in the event the Company is required to make an accounting restatement to correct an error under applicable securities laws
that is material to its previously issued financial statements prior to October 2, 2023, and the Committee determines that any bonus, retention award, or incentive compensation has, based on the erroneous financial statements, been paid to any
executive officer who knowingly or through gross negligence engaged in the activity that caused such restatement to be necessary, or who knowingly or through gross negligence failed to prevent such activity, the Committee has the discretion to
take such action as it deems necessary to recover the compensation so paid, remedy the misconduct, and prevent its recurrence. The prior Clawback Policy gives the Committee authority to seek reimbursement of bonuses, retention awards, and other
incentive compensation paid to an affected executive officer, cancellation of any equity awards granted to such officer, and reimbursement of any gains realized by such officer on the exercise of rights attributable to such awards. The amount
recoverable in each case is limited to the extent to which such bonus, retention award, or amount of incentive compensation is calculated based upon the achievement of certain financial results that were subsequently reduced due to a
restatement. The recovery period under the prior Clawback Policy is three full years preceding and including the date the Board concluded, or reasonably should have concluded based on evidence available to it, that the Company’s financial
statements contained a material error.
CURRENT POLICY (EFFECTIVE BEGINNING NOVEMBER 9, 2023).
As required by the listing standards adopted by Nasdaq as a result of SEC
rulemaking, the Board adopted a Policy for the Recovery of Erroneously Awarded Compensation. The policy provides that the Company must promptly recover specified incentive-based compensation that is received by our executive officers on or
after October 2, 2023, regardless of fault or misconduct, upon specified accounting restatements of the Company’s financial statement that resulted in such persons receiving an amount that exceeded the amount that would have been received if
based on the restated financial statements. There are limited exceptions to the recovery requirement as set forth in the listing standards. Incentive-based compensation is defined as any compensation that is granted, earned, or vested based
wholly or in part upon the attainment of a financial reporting measure. The subject compensation will be determined without regard to any net settlement of, or taxes paid or payable or withheld on, such compensation, but there will not be any
duplicative recovery by the Company. As specified in the listing standards, the Company cannot indemnify, or pay or reimburse for insurance for, an executive officer for recoveries under this policy.
The recovery period under the policy is three full years preceding the date the Board or a Board Committee concludes, or reasonably should have concluded, that an accounting restatement is required. If
applicable, the Company will provide the current or former executive officer with a written demand for repayment or return and the method thereof. If such repayment or return is not made when due, the policy provides that the Company will take
all reasonable and appropriate actions to recover such erroneously awarded compensation from such person.
Deductibility Of Executive Compensation
Section 162(m) of the Code provides that annual compensation in excess of $1 million paid to a “covered employee” (which generally includes the chief executive officer, chief financial officer and
certain other current or former NEOs) is not deductible by the Company for federal income tax purposes. To maintain flexibility in compensating the Company’s executive officers to meet a variety of objectives, the Committee reserves the right
to compensate Company executives in amounts deemed appropriate and competitive, regardless of whether such compensation is deductible for federal income tax purposes. Section 162(m) of the Code is expected to prevent the Company from deducting
a portion of the compensation paid to our NEOs in 2025.
Nonqualified Deferred Compensation
Section 409A of the Code provides that amounts deferred under non-qualified deferred compensation arrangements will be included in an employee’s income when paid, as well as be subject to additional
taxes, penalties and interest, unless certain requirements under Section 409A are complied with. The Company believes that its compensation arrangements satisfy, or are exempt from, the requirements of Section 409A.
Change In Control Payments
If a company makes “parachute payments,” Section 280G of the Code prohibits the company from deducting the portion of the parachute payments constituting “excess parachute payments” and Section 4999 of
the Code imposes on the payee a 20% excise tax on the excess parachute payments. For this purpose, parachute payments generally are defined as payments to specified persons that are contingent upon a change in control in an amount equal to or
greater than three times the person’s base amount (i.e., the five-year average Form W-2 compensation). The excess parachute payments, which are non-deductible and subject to a 20% excise tax, equal the portion of the parachute payments that
exceed one times the payee’s base amount. If a covered employee receives excess parachute payments in any year, the $1 million deduction limitation applicable to the covered employee for such year under Section 162(m) of the Code is reduced
(but not below zero) by the amount of the excess parachute payments.
The employment contracts with our NEOs and the Company’s equity incentive plans may entitle participants to receive payments in connection with a change in control that may result in excess parachute
payments. The Company is not obligated to pay any tax gross ups with respect to the excise tax imposed on any person who receives excess parachute payments.
The Compensation and Talent Committee has reviewed and discussed the Compensation Discussion and Analysis (“CDA”) in this proxy statement with management, including
Messrs. Presley and Douyard. Based on such review and discussion, the Compensation and Talent Committee recommended to the Board that the CDA be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and
the proxy statement for the 2025 annual meeting.
|
|
The Compensation and Talent Committee
|
|
|
|
|
|
John Stacey, Chair
|
|
|
Charles Kummeth
|
|
|
Betsy Meter
|
The foregoing report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference into any
of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.
of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.
The table below summarizes the total compensation paid to or earned by the NEOs in 2024, 2023 and 2022.
|
Name and Principal
Position
|
Year
|
Salary
($) |
Bonus
($)(1) |
Stock Awards
($)(2) |
Non-Equity Incentive
Plan Compensation
($)(3)
|
All Other
Compensation
($)(4)
|
Total
($) |
|
Phillip M. Eyler
(5)
Former President and
Chief Executive
Officer, and Interim
Chief Financial Officer
|
2024
|
1,007,412
|
—
|
4,938,265
|
—
|
370,762
|
6,316,439
|
||||||
|
2023
|
959,500
|
—
|
4,694,643
|
1,566,951
|
351,397
|
7,572,491
|
|||||||
|
2022
|
911,250
|
—
|
3,499,553
|
786,250
|
205,733
|
5,408,566
|
|||||||
|
Matteo Anversa
(5)
Former Executive Vice President of Finance, Chief
Financial Officer
and Treasurer
|
2024
|
412,652
|
—
|
1,842,052
|
—
|
25,573
|
2,280,277
|
||||||
|
2023
|
592,940
|
—
|
1,451,862
|
619,908
|
36,839
|
2,701,549
|
|||||||
|
2022
|
555,511
|
300,000
|
693,348
|
306,335
|
37,025
|
1,892,219
|
|||||||
|
Thomas Stocker
(6)
Senior Vice President
and General
Manager, Europe
Automotive
|
2024
|
496,117
|
—
|
975,165
|
405,706
|
29,298
|
1,906,286
|
||||||
|
2023
|
492,941
|
—
|
726,034
|
451,865
|
30,639
|
1,701,479
|
|||||||
|
2022
|
467,178
|
—
|
520,002
|
210,620
|
36,827
|
1,234,864
|
|||||||
|
Jaymi Wilson
Senior Vice President
and General
Manager, Europe
Automotive, Global
Sales and Marketing
|
2024
|
460,212
|
—
|
975,165
|
378,392
|
31,152
|
1,844,921
|
||||||
|
Barbara J. Runyon
Senior Vice President,
Chief Human
Resources Officer
|
2024
|
462,951
|
100,000
|
866,887
|
324,508
|
32,118
|
1,786,464
|
||||||
|
2023
|
426,263
|
—
|
622,308
|
348,157
|
24,477
|
1,421,205
|
|||||||
|
2022
|
427,035
|
150,000
|
433,484
|
193,184
|
25,800
|
1,229,503
|
|||||||
|
Hui (Helen) Xu
(5)(7)
Former Senior Vice
President and General
Manager, Asia
Automotive
|
2024
|
488,955
|
—
|
975,165
|
—
|
1,945,486
|
3,409,606
|
||||||
|
2023
|
470,150
|
—
|
726,034
|
428,999
|
633,967
|
2,259,149
|
|||||||
|
2022
|
442,442
|
—
|
520,002
|
204,036
|
498,043
|
1,664,523
|
|
|
(1)
|
Amount in 2024 reflects a one-time, discretionary cash bonus, including for significant efforts undertaken regarding the executive transitions in 2024.
|
|
|
(2)
|
Amounts reported reflect the aggregate grant date fair value of RSUs and PSUs granted to the NEOs under the 2023 Equity Plan. For Mr. Eyler, 30% of the grant value of the awards are
time-vested RSUs and 70% of the grant value are target PSUs. For all other NEOs, 40% of the grant value of the awards are time-vested RSUs and 60% of the grant value are target PSUs. For 2024, target PSUs are earned based on
achievement of Relative Revenue Growth (25% of target PSU grant value), and based on achievement of Adjusted EBITDA Margin (75% of target PSU grant value).
|
|
|
Under FASB ASC Topic 718, the provisions of the PSUs that vest upon the achievement of Relative Revenue Growth and Adjusted EBITDA Margin are considered a market condition because
of the Relative TSR modifier, and therefore the effect of that market condition is reflected in the grant date fair value for this portion of award. A third party was engaged to complete a Monte Carlo simulation to account for the
market condition. That simulation takes into account the beginning stock price of our common stock, the expected volatilities for the TSR comparator group, the expected volatilities for the Company’s stock price, correlation
coefficients, the expected risk-free rate of return and the expected dividend yield of the Company and the comparator group. The single grant-date fair value computed by this valuation method is recognized by the Company in
accounting for the awards regardless of the actual future outcome of the Relative TSR feature. Therefore, there is no separate maximum grant-date fair value reported with respect to the Relative Revenue Growth PSUs and Adjusted
EBITDA Margin PSUs.
|
|
|
The grant date fair value of the RSUs are calculated as the closing price of our common stock as quoted on Nasdaq on the grant date multiplied by the number of shares subject to the
award.
|
|
|
(3)
|
Amounts reported for each year reflect non-equity incentive compensation earned in that year, although paid in the subsequent year. Bonuses under the 2024 Senior Level Bonus Plan
were paid in March 2025. Mr. Eyler, Mr. Anversa and Ms. Xu did not earn a bonus for 2024 due to their termination of employment. All amounts reported for 2024, 2023 and 2022 represent payments under the Senior Level Bonus Plan for
such year.
|
|
|
(4)
|
The table below details the amounts reported as all other compensation for 2024.
|
|
|
|
In connection with her international assignment in China, Ms. Xu’s automobile amount below also includes the services of a driver, and the amounts reported as temporary relocation
benefits include tax preparation services and reimbursement for education and housing expenses.
|
|
|
|
Ms. Xu also received temporary relocation benefits, in alignment with her assignment contract, of $178,809, which includes tax preparation services and reimbursement for education and
housing expenses, and total tax benefits (in accordance with Gentherm's tax equalization policy) of $1,681,577, which includes $
1,585,059
in foreign tax obligations and $
96,517
in tax equalization payments to Ms. Xu related to her international assignment.
|
|
Name
|
Deferred Compensation
Plan
($) |
Retirement and HSA
Matching
($) |
Automobile Lease or Allowance
($) |
Mobile Phone Allowance
($) |
|
Phillip M. Eyler
|
332,362
|
13,800
|
24,000
|
600
|
|
Matteo Anversa
|
2,706
|
14,467
|
8,000
|
400
|
|
Thomas Stocker
|
—
|
15,067
|
13,007
|
1,224
|
|
Jaymi Wilson
|
4,752
|
13,800
|
12,000
|
600
|
|
Barbara J. Runyon
|
4,718
|
14,800
|
12,000
|
600
|
|
Hui (Helen) Xu
|
5,758
|
13,800
|
64,942
|
600
|
|
(5)
|
Mr. Anversa and Ms. Xu departed the Company in September 2024 and December 2024, respectively; as a result, their salaries were prorated for the partial year and they did not earn a
bonus. Mr. Eyler departed the Company in December 2024 and did not earn a bonus.
|
|
(6)
|
All cash payments reported for Mr. Stocker were paid in Euros and were converted to US Dollars for purposes of this table. In 2024, 2023 and 2022, we used the average exchange rate
of EUR 1 = 1.05 USD, EUR 1 = 1.09 USD and EUR 1 = 1.09 USD, respectively.
|
|
(7)
|
Reflects a revised "Total" amount for Ms. Xu for 2022, which was 1,664,523 but was inadvertently disclosed as 1,644,523 in Summary Compensation Table of our previously filed
Definitive Proxy Statement on Schedule 14A.
|
Narrative Discussion of Summary Compensation Table
Terminations in 2024 and Severance
In connection with his departure, Mr. Eyler entered into a Separation and Consulting Agreement that confirmed specified severance benefits from his employment agreement. In connection with her
departure, Ms. Xu was eligible to receive the severance benefits specified for a termination without Cause in accordance with the Severance Plan. Notwithstanding such severance benefits, the Summary Compensation Table does not reflect any
such amounts under SEC rules because such benefits were contingent on compliance with specified conditions as of December 31, 2024.
Mr. Anversa did not receive severance and related benefits in connection with his resignation in September 2024.
Employment Contracts
We typically enter into employment contracts with our NEOs that summarize basic terms of their employment, including their initial base salaries, sign-on bonus, if any, benefits and
participation in the Senior Level Bonus Plan and long-term incentive program. The employment contracts do not provide for a fixed duration, and our NEOs are at-will employees of the Company.
In 2021, we implemented the Severance Plan for U.S.-based employees, and we amended the employment contracts with our NEOs then employed (other than Mr. Eyler) to address severance and change in
control termination benefits. The Company did not amend its terms of employment with Mr. Eyler since his employment contract includes severance benefits and enhanced severance benefits upon termination following a change in control (i.e., a
double trigger). See “Named Executive Officer Compensation Tables – Potential Payments Upon Termination or Change in Control” for information regarding the potential payments and benefits payable to our NEOs following a termination of
employment under their employment agreements, including as a result of such amendments.
|
NEO
|
Employment Agreement or Offer Letter
|
||
|
Mr. Eyler
|
•
On September 18, 2017, the Company and Mr. Eyler entered into
a written agreement concerning Mr. Eyler’s employment (the “Eyler Contract”).
•
The Eyler Contract provides for an initial annual base salary
of $750,000, subject to periodic review and increase, eligibility for bonus compensation, with a target bonus of 100% of annual base salary, and other ancillary benefits, such as paid vacation, use of a Company-leased automobile and
health and welfare benefits, generally consistent with those provided to other Company executive officers.
|
||
|
Mr. Anversa
|
•
On October 22, 2018, the Company and Mr. Anversa entered into
a written agreement concerning Mr. Anversa’s employment (the “Anversa Contract”).
•
The Anversa Contract provides for an initial annual base
salary of $500,000, subject to periodic review and increase, eligibility for bonus compensation, with a target bonus of 60% of annual base salary, and other ancillary benefits, such as paid vacation, use of a Company-leased
automobile and health and welfare benefits, generally consistent with those provided to other Company executive officers.
•
The Company reimbursed Mr. Anversa for the costs of relocating
his principal residence to the Northville, Michigan area in accordance with the Company’s policy applicable to other Company executive officers. Under the terms of the Anversa Contract, Mr. Anversa received a make-whole bonus of
$550,000.
|
||
|
Mr. Stocker
|
•
On July 5, 2019, Gentherm GmbH and Mr. Stocker entered into a
written agreement concerning Mr. Stocker’s employment (the “Stocker Contract”).
•
The Stocker Contract provides for an initial annual base
salary of €400,000 (approximately $436,000, based on the 2022 average Euro to U.S. Dollar exchange rate of 1.09 in 2022), eligibility for bonus compensation, with a target bonus of 50% of annual base salary and other ancillary
benefits, such as paid vacation and use of a Company-owned automobile, generally consistent with those provided to other Company executive officers.
|
||
|
|
|||
|
Ms. Wilson
|
•
On November 11, 2013, the Company extended a letter of
employment to Ms. Wilson. In connection with her promotion to a vice president role on July 11, 2018 and again in connection with her promotion to an executive officer role on September 14, 2021, the Company extended amendments to
such letter of employment (collectively, the “Wilson offer letter”).
•
The Wilson offer letter, at the time of her promotion to an
executive officer role, provided an initial annual base salary of $350,000, eligibility for bonus compensation, with a target bonus of 50% of annual base salary, eligibility for equity compensation at the discretion of the Board,
generally on the same terms and conditions as other executive officers, other ancillary benefits, including benefits under the Company’s welfare benefit programs, paid vacation, use of a Company-owned automobile, generally
consistent with those provided to other Company executive officers.
•
Ms. Wilson also received a promotional equity grant of RSUs in
the amount of $100,000, which vest equally over the first three year of Ms. Wilson’s employment without performance conditions.
|
||
|
|
|||
|
Ms. Runyon
|
•
On June 18, 2018, the Company extended a letter of employment
to Ms. Runyon (the “Runyon offer letter”).
•
The Runyon offer letter provided an initial annual base salary
of $370,000, eligibility for bonus compensation, with a target bonus of 50% of annual base salary, eligibility for equity compensation at the discretion of the Board, generally on the same terms and conditions as other executive
officers, other ancillary benefits, including benefits under the Company’s welfare benefit programs, paid vacation, use of a Company-owned automobile, generally consistent with those provided to other Company executive officers.
•
Ms. Runyon also received a signing and retention bonus of
$250,000 and an initial equity compensation grant of RSUs in the amount of $400,000, 60% of which vest based on company financial measures over the first three years of Ms. Runyon’s employment and 40% of which vest equally over the
first three year of Ms. Runyon’s employment without performance conditions.
|
||
|
Ms. Xu
|
•
On August 6, 2019, the Company extended a letter of employment
to Ms. Xu (the “Xu offer letter”).
•
The Xu offer letter provided an initial base salary of
$385,000, eligibility for bonus compensation, with a target bonus of 50% of annual base salary, eligibility for equity compensation at the discretion of the Board, generally on the same terms and conditions as other executive
officers, other ancillary benefits, including benefits under the Company’s welfare benefit programs generally as provided to other executive officers.
•
In June 2023, Ms. Xu received an updated assignment contract
to more clearly outline the expatriate benefits she receives while on assignment in Shanghai. Pursuant to her updated assignment contract, Ms. Xu receives additional benefits during the term of her international assignment,
including tax services support and tax equalization, home leave, and full reimbursement of education and housing expenses.
|
||
The following table provides information about equity and non-equity awards granted to the NEOs in 2024. All equity awards were made under the Gentherm Incorporated 2023 Equity Incentive Plan
(“2023 Equity Plan”).
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under
Equity Incentive Plan Awards |
|
Name
|
Grant
Date |
Board
Approval Date |
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
All Other Stock Awards:
Number of Shares of Stock or Units (#) |
Grant Date Fair Value of Stock and Option Awards
($)(5) |
|
Phillip M.
Eyler |
—
|
(1)
|
25,489
|
1,274,438
|
2,548,876
|
—
|
—
|
—
|
—
|
—
|
|
3/15/2024
(2)
|
3/15/2024
|
—
|
—
|
—
|
7,392
|
14,783
|
29,566
|
—
|
897,032
|
|
|
3/15/2024
(3)
|
3/15/2024
|
—
|
—
|
—
|
22,175
|
44,350
|
88,700
|
—
|
2,691,158
|
|
|
3/15/2024
(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
25,344
|
1,350,075
|
|
|
Matteo
Anversa |
—
|
(1)
|
10,084
|
504,186
|
1,008,372
|
—
|
—
|
—
|
—
|
—
|
|
3/15/2024
(2)
|
3/15/2024
|
—
|
—
|
—
|
2,394
|
4,787
|
9,574
|
—
|
290,475
|
|
|
3/15/2024
(3)
|
3/15/2024
|
—
|
—
|
—
|
7,181
|
14,361
|
28,722
|
—
|
871,425
|
|
|
3/15/2024
(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
12,768
|
680,151
|
|
|
Thomas
Stocker |
—
|
(1)
|
7,013
|
350,654
|
701,308
|
—
|
—
|
—
|
—
|
—
|
|
3/15/2024
(2)
|
3/15/2024
|
—
|
—
|
—
|
1,267
|
2,534
|
5,068
|
—
|
153,763
|
|
|
3/15/2024
(3)
|
3/15/2024
|
—
|
—
|
—
|
3,802
|
7,603
|
15,206
|
—
|
461,350
|
|
|
3/15/2024
(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
6,759
|
360,052
|
|
|
Jaymi
Wilson |
—
|
(1)
|
6,541
|
327,046
|
654,092
|
—
|
—
|
—
|
—
|
—
|
|
3/15/2024
(2)
|
3/15/2024
|
—
|
—
|
—
|
1,267
|
2,534
|
5,068
|
—
|
153,763
|
|
|
3/15/2024
(3)
|
3/15/2024
|
—
|
—
|
—
|
3,802
|
7,603
|
15,206
|
—
|
461,350
|
|
|
3/15/2024
(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
6,759
|
360,052
|
|
|
Barbara J.
Runyon |
—
|
(1)
|
5,609
|
280,473
|
560,946
|
—
|
—
|
—
|
—
|
—
|
|
3/15/2024
(2)
|
3/15/2024
|
—
|
—
|
—
|
1,127
|
2,253
|
4,506
|
—
|
136,712
|
|
|
3/15/2024
(3)
|
3/15/2024
|
—
|
—
|
—
|
3,379
|
6,758
|
13,516
|
—
|
410,075
|
|
|
3/15/2024
(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
6,009
|
320,099
|
|
|
Hui (Helen)
Xu |
—
|
(1)
|
6,912
|
345,592
|
691,184
|
—
|
—
|
—
|
—
|
—
|
|
3/15/2024
(2)
|
3/15/2024
|
—
|
—
|
—
|
1,267
|
2,534
|
5,068
|
—
|
153,763
|
|
|
3/15/2024
(3)
|
3/15/2024
|
—
|
—
|
—
|
3,802
|
7,603
|
15,206
|
—
|
461,350
|
|
|
3/15/2024
(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
6,759
|
360,052
|
|
(1)
|
Represents possible payouts under the Company’s 2023 Senior Level Bonus Plan. Threshold performance reflects earned performance at the threshold level solely for the Increase in
Renewable Energy Share, which equals 2% of the target bonus. Actual bonuses earned for 2024 are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2024.
|
|
(2)
|
PSUs that are earned and vest based on Relative Revenue Growth metric.
|
|
(3)
|
PSUs that are earned and vest based on Adjusted EBITDA Margin performance metric.
|
|
(4)
|
Time-vested RSUs.
|
|
(5)
|
Under FASB ASC Topic 718, the PSUs that vest based on Relative Revenue Growth and Adjusted EBITDA Margin are considered a market condition because of the Relative TSR modifier, and
therefore, the effect of that market condition is reflected in the grant date fair value for these PSUs. The PSUs granted on March 15, 2024 had a grant-date fair value of $60.68 per target share, as computed under FASB ASC Topic 718
using a Monte Carlo simulation. The RSUs granted on March 15, 2024 that are time-vested have a grant-date fair value of $53.27 per share, which was the closing price of our common stock as quoted on NASDAQ on the grant date.
|
Narrative Discussion Of Grants Of Plan-Based Awards In 2024
2024 Awards
PSUs – Adjusted EBITDA Margin.
75% of the grant value of target PSUs awarded to the NEOs in 2024 will be earned and vest
based upon annual and three-year growth of Adjusted EBITDA Margin, provided such person’s employment continues on such earning and vesting date. The Adjusted EBITDA Margin PSUs are earned from 50% to 200% of target based on actual
performance.
PSUs – Relative Revenue Growth.
25% of the grant value of target PSUs awarded to the NEOs in 2024 will be earned and vest
based upon achievement of a targeted three-year average of the annual year-over-year relative automotive product revenue growth, adjusted for foreign currency translation, compared to the SP Global light vehicle production in the
Company’s relevant markets, which include North America, Europe, China, Japan and Korea.
PSUs – Relative TSR Modifier.
The total amount of PSUs awarded may be modified based on the Company’s Relative TSR
performance against the Company’s TSR peer group. If Relative TSR performance is below the 25th percentile, the total amount of PSUs awarded will be downward modified by 25%. If the Relative TSR performance is at or above the 75th
percentile, the total amount of PSUs awarded will be upward modified by 25%. There is no modification if Relative TSR performance is between the 25th and 75th percentiles.
Time-Vested RSUs.
The time-vested RSUs awarded to the NEOs in 2024 vest in three equal installments on the first through
third anniversaries of the grant date, provided such person’s employment continues on the applicable vesting date. Each time-vested RSU represents the right to receive one share of the Company’s common stock upon vesting.
2023 Equity Incentive Plan
In May 2023, our shareholders approved the adoption of the Gentherm Incorporated 2023 Equity Plan. The 2023 Equity Plan allows the Company to continue to offer equity awards to employees
(including officers and directors who are also employees), non-employee directors, consultants and advisors of the Company and its subsidiaries (each a “Participant” and collectively the “Participants”) in the best interests of the Company
and its shareholders. Equity awards are an important component of our compensation programs and allow us to recruit and retain Participants in a competitive market. The Share Limit (defined below) was aligned with our peer group and broad
market practices and allows us to make awards for the next few years.
Design Features
. The term of the plan is ten years from shareholder approval, or May 23, 2033.
|
Award Types
|
Stock options (including nonqualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, performance stock units,
performance units, and other awards based on or related to shares of common stock (each an “Award” and collectively the “Awards”).
|
||
|
Available Shares
|
The number of shares of common stock that may be issued pursuant to Awards under the 2023 Equity Plan is (i) 3,730,000 shares of common stock, plus (ii) shares of common stock
subject to outstanding Awards under the 2013 Equity Plan (as of the effective date of the 2023 Equity Plan) that, after such effective date, are forfeited, surrendered, terminated (other than by exercise), cancelled, lapsed or
reacquired by the Company prior to vesting, without the delivery of any shares of common stock, and otherwise comply with the recycling provisions of the 2013 Equity Plan and 2023 Equity Plan (the “Share Limit”).
|
||
|
Share Counting
|
Awards of stock options and stock appreciation rights count against the Share Limit as 1.00 share of common stock for each share of common stock covered by such Awards and all other
Awards payable in shares of common stock will count against the Share Limit as 1.85 shares of common stock for each share of common stock covered by such Awards.
|
||
|
No Dividends Or Dividend Equivalents
|
No dividend or dividend equivalent payments are paid on any unvested Awards, stock options or SARs. Generally, restricted stock, RSUs and PSUs only will receive dividends or dividend
equivalent payments upon vesting of the Awards. Stock options and SARs are not eligible to receive dividends or dividend equivalents.
|
||
|
Minimum Vesting
|
New Awards have a minimum vesting period of one year from the grant date, with an exception for shares representing 5% of the Share Limit and substitute awards from an acquisition.
|
||
|
No Liberal Share Recycling
|
The following shares will not be added back to the Share Limit: (i) shares that are delivered to or withheld by the Company to pay the exercise price or strike price of stock options
or SARs, respectively, or used to cover withholding taxes for any Award; (ii) shares repurchased on the open market with the proceeds of a stock option exercise; and (iii) shares not issued upon the net settlement or net exercise
of stock options or SARs.
|
||
|
No Evergreen Increase Of The Share Limit
|
The 2023 Equity Plan does not include an automatic share replenishment feature, and therefore the Company will continue to seek shareholder approval for future increases in the Share
Limit.
|
||
|
Shareholder Approval For Repricing
|
The 2023 Equity Plan prohibits repricing or exchange of underwater stock options without shareholder approval.
|
||
|
No Discounted Stock Options Or SARs
|
The 2023 Equity Plan prohibits granting stock options or SARs with an exercise price or strike price, respectively, less than the fair market value of our common stock on the grant
date.
|
||
|
Certain Awards Subject To Clawback Policy
|
Any Awards granted under the 2023 Equity Plan are subject to the Company’s clawback policy, which is applicable to our executive officers and overseen by the Compensation and Talent
Committee.
|
||
|
No Transferability Of Awards Generally
|
Awards generally cannot be transferred except by will or the laws of descent and distribution, subject to limited approvals that may be approved by the Compensation and Talent
Committee; provided, unless approved by shareholders, no Award can be transferred for value and no stock option or SAR can be transferred to a third-party financial institution.
|
||
|
No Liberal Change In Control Definition
|
The definition of Change in Control in the 2023 Equity Plan does not include events where an actual change in control of the Company may not occur (e.g., commencement or announcement
of a tender offer or shareholder approval of a merger).
|
The following table presents information on the unvested stock awards held by the specified NEOs as of December 31, 2024; such persons did not have any outstanding stock options as of such
date. None of Mr. Eyler, Mr. Anversa, or Ms. Xu had any unvested equity awards on December 31, 2024.
Mr. Eyler departed the Company as of December 31, 2024. In accordance with his employment agreement, all outstanding equity awards that were scheduled to vest within 12 months of December 31,
2024, vested upon such date, and all other equity awards were forfeited. The PSUs that vested on December 31, 2024, remained subject to the Compensation and Talent Committee’s determination of earned PSUs in March 2025.
Mr. Anversa and Ms. Xu departed the Company as of September 1, 2024 and December 13, 2024, respectively. In accordance with their employment agreements and the 2023 Equity Plan (and related
awards agreements), all outstanding equity awards were forfeited as of such dates, respectively.
|
Stock Awards
|
|
|
Name
|
Grant
Date |
Number of shares or units of stock that have not vested
(#)(1) |
Market value of shares or units of stock that have not vested
($)(2) |
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested
(#)(3) |
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested
($)(2) |
|
Thomas
Stocker |
3/11/2022
|
953
|
38,044
|
1,458
|
58,193
|
|||||
|
3/14/2023
|
2,726
|
108,822
|
7,356
|
293,652
|
||||||
|
3/15/2024
|
6,759
|
269,819
|
10,137
|
404,669
|
||||||
|
Jaymi
Wilson |
3/11/2022
|
795
|
31,736
|
1,215
|
48,489
|
|||||
|
3/14/2023
|
2,726
|
108,822
|
7,356
|
293,652
|
||||||
|
3/15/2024
|
6,759
|
269,819
|
10,137
|
404,669
|
||||||
|
Barbara J.
Runyon |
3/11/2022
|
795
|
31,736
|
1,215
|
48,489
|
|||||
|
3/14/2023
|
2,333
|
93,253
|
6,306
|
251,736
|
||||||
|
3/15/2024
|
6,009
|
239,879
|
9,011
|
359,719
|
|
(1)
|
RSUs granted to the NEOs in 2022, 2023 and 2024 vest ratably over three years, with one third vesting on each anniversary of the grant date, in each case provided such person’s
employment is continuing on such applicable vesting date.
|
|
(2)
|
Based on the closing price of our common stock as quoted on Nasdaq on December 31, 2024, which was $39.92.
|
|
(3)
|
Represents outstanding Relative TSR, ROIC, Adjusted EBITDA, Adjusted EBITDA Margin and Relative Revenue Growth PSUs with performance conditions that have not yet been satisfied.
The number of PSUs has been calculated for purposes of this table based on the assumption that (i) 0% performance, 85% performance and 0% performance will be achieved for the 2022 Relative TSR, ROIC and Adjusted EBITDA PSUs,
respectively, (ii) Target performance, Maximum performance, Target performance and Target performance will be achieved for the 2023 Relative TSR, ROIC, Adjusted EBITDA and Relative Revenue Growth PSUs, respectively, and (iii)
Target performance and Target performance will be achieved for the 2024 Adjusted EBITDA Margin and Relative Revenue Growth PSUs, respectively (assuming no rTSR modifier). The number of shares reported for PSU grants in 2022 are
based on actual performance for the applicable performance period. In the first quarter of 2025, the Committee determined that (i) 85.0% of the ROIC PSUs granted in 2022 were earned based on actual ROIC performance of 12.8%, which
was between threshold and target; (ii) 0% of the Adjusted EBITDA PSUs granted in 2022 were earned based on actual performance of $493 million, which was below threshold; and (iii) 0% of the Relative TSR PSUs granted in March 2022
were earned based on Relative TSR performance at the
21
st
percentile of the applicable Relative TSR peer group during the three-year performance period, which was 20th out of 25 companies. For additional information on the actual performance and payout of the award, please see the
“Compensation Discussion and Analysis” section.
|
The following table provides information on the value realized by the NEOs on the vesting of stock awards in 2024. The number of shares acquired and the value realized for each award excludes
the payment of any fees, commissions or taxes.
|
Option Awards
|
Stock Awards
|
|
Name
|
Number of Shares
Acquired on
Exercise
(#)
|
Value Realized
on Exercise
($)(1)
|
Number of shares
acquired on vesting (#) |
Value realized on vesting
($)(2) |
|
Phillip M. Eyler
|
134,684
|
6,771,182
|
42,544
|
2,046,958
|
|
Matteo Anversa
|
—
|
—
|
6,139
|
340,804
|
|
Thomas Stocker
|
—
|
—
|
4,102
|
227,832
|
|
Jaymi Wilson
|
—
|
—
|
3,632
|
196,091
|
|
Barbara J. Runyon
|
—
|
—
|
3,392
|
188,389
|
|
Hui (Helen) Xu
|
—
|
—
|
3,745
|
207,989
|
|
(1)
|
Based on the number of stock options exercised multiplied by the difference between (A) the purchase price received upon sale of the underlying shares and (B) the exercise price.
|
|
(2)
|
Based on the number of RSUs and PSUs vested multiplied by the closing price of our common stock as quoted on Nasdaq on the date of vesting.
|
The following table provides information on the contributions, earnings, and withdrawals/distributions under the Deferred Compensation Plan. Mr. Stocker does not participate in such plan. See
“Compensation Discussion and Analysis—Deferred Compensation Plan.”
|
Name
|
Executive
Contributions in 2024 ($) |
Registrant
Contributions in 2024
($)(1) |
Aggregate
Earnings in 2024 ($) |
Aggregate Withdrawals/
Distributions ($) |
Aggregate Balance as
of December 31, 2024 ($)(2) |
|
|
Phillip M. Eyler
|
41,915
|
316,940
|
207,951
|
—
|
1,828,697
|
|
|
Matteo Anversa
|
65,649
|
10,809
|
31,051
|
—
|
295,481
|
|
|
Jaymi Wilson
|
130,254
|
4,944
|
18,471
|
—
|
237,762
|
|
|
Barbara Runyon
|
174,079
|
4,779
|
16,790
|
—
|
304,890
|
|
|
Hui (Helen) Xu
|
650,445
|
5,779
|
157,771
|
—
|
1,477,513
|
|
|
(1)
|
Represents Company contributions for the benefit of each NEO to the Deferred Compensation Plan reflecting amounts each NEO would have been able to receive as matching
contributions under the 401(k) Plan but for certain salary reduction and related limitations of the Code. For Mr. Eyler, the amount reported also includes $305,865 of Company contributions for the benefit of Mr. Eyler to the
Deferred Compensation Plan pursuant to the Eyler DC Agreement for 2024 performance and credited to Mr. Eyler’s account in 2025.
|
|
(2)
|
The reported amounts do not take into account the amounts in the “Registrant Contributions in 2024” column in the table above that were accrued during 2024 but were credited to
each participant’s account in 2025, but does include the following Company contributions included in the Summary Compensation Table for 2022 and 2023, respectively: $163,550 and $316,940 for Mr. Eyler.
|
Employment Contracts – Stocker, Wilson and Runyon
We have employment contracts with each of our NEOs that were in effect as of December 31, 2024 and provide for potential payments upon a termination or change in control and, in some cases,
acceleration of vesting and extended exercisability of equity awards upon specified events.
For each person, receipt of severance is conditioned upon execution of a general release of claims, which becomes irrevocable, for the benefit of the Company and are subject to continued
compliance with non-competition and non-solicitation requirements for 12 months after the termination of employment.
|
Termination without “cause” or by person for “good reason”
|
Termination without “cause” or by person for “good reason” from
signing agreement to 12 months following change in control
|
|
|
Name and Principal Position
|
Lump-sum Cash Payments
|
Health Welfare Benefits
|
Outplacement
Services ($) |
Acceleration
of Unvested Equity |
Lump-sum Cash Payments
|
Health Welfare Benefits
|
Outplacement Services
($) |
Acceleration
of Unvested Equity |
|
Thomas
Stocker |
Pro-rata current bonus at actual
(1)
|
―
|
―
|
―
|
24 months of salary + 2 years of target bonus
|
―
|
―
|
―
|
|
Jaymi
Wilson |
1 year of salary + pro-rata current bonus at target
|
1 year
|
―
|
―
|
24 months of salary + 2 years of target bonus
|
18
months |
―
|
―
|
|
Barbara J.
Runyon |
1 year of salary + pro-rata current bonus at target
|
1 year
|
―
|
―
|
24 months of salary + 2 years of target bonus
|
18
months |
―
|
―
|
|
(1)
|
Mr. Stocker’s employment contact (governed by German law) provides that he is entitled to a prorated bonus in the year of termination and provides for a six-month
notification period for a termination of employment. Upon any such termination, he will receive severance in accordance with German law, which is negotiated at the time of termination and is dependent on the specific facts and
circumstances at the time of departure.
|
2024 Senior Level Bonus Plan
Under the terms of the 2024 Senior Level Bonus Plan, NEOs are eligible for the following bonus payments upon a termination for the following events:
|
Death
|
Disability
(more than 30 days) |
Voluntary
(no qualified retirement) |
Voluntary
(qualified retirement) |
Cause
|
Without Cause
|
|
Pro rata
|
Pro rata - for quarters working more than 60 days
|
None
|
Committee has discretion to pay either none or pro rata
|
None
|
Committee has discretion to pay either none or pro rata
|
If there is a “change in control” and an NEO is terminated within six months of such change in control for any reason other than for intentional acts of material misconduct or omission in
carrying out the duties and responsibilities of such person’s position, a bonus will be paid equal to the target bonus percentage for the performance period in which the change in control occurred multiplied by the greater of the annual
base salary in effect on the date of employment termination or the date of the change in control.
Equity Compensation Plans and Award Agreements
Outstanding awards of restricted stock, PSUs, RSUs and stock options as of December 31, 2024 were granted under the 2013 Equity Plan and 2023 Equity Plan and the related award agreements,
which provide for specified treatment upon a termination for the following events:
2023 Equity Plan
|
ANY TERMINATION EXCEPT DEATH
(unvested equity) |
Forfeited (except per employment agreement or offer letter)
|
If the NEO’s employment is terminated by the Company without “cause” or by the NEO for “good reason” (each as defined in the award agreement) within 12 months of the change in control, the
outstanding RSUs will vest as of the termination date. In the event of a “change in control” of the Company (as defined in the 2023 Equity Plan), the number of PSUs that will vest will be calculated based on actual performance through the
change in control for PSUs subject to a stock price or total shareholder return performance measure, and will be calculated at target for PSUs subject to any other performance measure. Such PSUs will vest on the earlier of (i) the
anniversary of the grant date and (ii) the termination date if the NEO’s employment is terminated by the Company without “cause” or by the NEO for “good reason” within three months prior to or any time after the change in control.
If the NEO’s employment is terminated due to death or disability prior to the normal vesting date, the unvested RSUs and target PSUs will become vested as of the date of termination of
employment.
Notwithstanding the foregoing, the Compensation and Talent Committee retains discretionary authority to accelerate the vesting of outstanding equity awards, in whole or in part, as of or
prior to any cancellation or forfeiture.
2013 Equity Plan
|
Any Termination Except Death
(unvested equity) |
Termination Other Than “For Cause”
(vested stock options) |
Termination “For Cause”
(vested stock options) |
|
Forfeited (except per employment
agreement or offer letter) |
Exercisable for 90 days after termination
(or shorter period for expiration date) |
Forfeited
|
If the NEO’s employment is terminated by the Company without “cause” or by the NEO for “good reason” (each as defined in the award agreement) within 12 months of the change in control, the
outstanding RSUs will vest as of the termination date. In the event of a “change in control” of the Company (as defined in the 2013 Equity Plan), the number of PSUs that will vest will be calculated based on actual performance through the
change in control for PSUs based on Relative TSR and will be calculated at target for PSUs based on ROIC or Adjusted EBITDA. Such PSUs will vest on the earlier of (i) the normal vesting date or (ii) the termination date if the NEO’s
employment is terminated by the Company without “cause” or by the NEO for “good reason”.
If the NEO’s employment is terminated due to death or disability prior to the normal vesting date, the unvested RSUs and target PSUs will become vested as of the date of termination of
employment.
Notwithstanding the foregoing, the Compensation and Talent Committee retains discretionary authority to accelerate the vesting of outstanding equity awards, in whole or in part, (A) if a
termination is due to a participant’s death, permanent disability or retirement, is by the Company or a subsidiary of the Company without cause, or is by agreement of the parties; or (B) upon or in anticipation of a change in control.
Change Of Control/Severance Payment Table – Stocker, Wilson and Runyon
The following table estimates the potential payments and benefits from the Company or its successor (or, in the case of Mr. Stocker, Gentherm GmbH) to the NEOs upon termination of
employment or a change of control, assuming such event occurred on December 31, 2024. These estimates do not reflect the actual amounts that the Company would pay to such persons, which would be calculable only at the time that they
become eligible for payment and would be payable only if the specified event occurs.
ITEMS NOT REFLECTED IN TABLE.
The table below does not include (1) accrued salary, accrued bonus and paid time off and (2) amounts outstanding
under the Company’s 401(k) Plan.
|
Other Notes Applicable to Table
|
|
|
|
|
|
|
|
|
|
|
|
01
|
|
02
|
|
03
|
|
The value of the acceleration of PSUs and RSUs is calculated as the closing price of our common stock on Nasdaq on December 31, 2024 ($39.92) multiplied by the number of unvested
shares of common stock underlying such awards at December 31, 2024.
|
|
The value of the acceleration of stock options is calculated as (A) the difference between (i) the closing price of our common stock on Nasdaq on December 31, 2024 ($39.92) and
(ii) the exercise or base price of the stock options (B) multiplied by the number of unvested shares of common stock underlying such awards at December 31, 2024 (with negative amounts treated as having zero value).
|
|
Under the 2023 Senior Level Bonus Plan, the Compensation and Talent Committee has discretion to pay pro rata bonuses in certain circumstances. Under the 2013 Equity Plan and the
2023 Equity Plan, the Compensation and Talent Committee has the authority to accelerate in full the vesting of the unvested portion of outstanding equity awards held by the NEOs.
The table assumes the Compensation and Talent Committee does not utilize such discretion.
|
|
Executive
|
Payments Upon Termination
|
Termination without Cause
or for Good Reason ($) |
Change in Control Plus Termination
Without Cause or For Good Reason ($) |
|
Thomas
Stocker (4) |
Severance amount
|
350,654
(1)
|
1,703,176
(2)
|
|
Equity incentives (vesting accelerated)
|
―
|
1,173,199
(4)
|
|
|
Total
|
350,654
|
2,876,375
|
|
Jaymi
Wilson |
Severance amount
|
1,121,299
(1)
|
1,588,507
(2)
|
|
Equity incentives (vesting accelerated)
|
―
|
1,157,187
(3)
|
|
|
Total
|
1,121,299
|
2,745,694
|
|
Barbara J.
Runyon |
Severance amount
|
1,048,897
(1)
|
1,526,599
(2)
|
|
Equity incentives (vesting accelerated)
|
―
|
1,024,812
(3)
|
|
|
Total
|
1,048,897
|
2,551,412
|
|
(1)
|
Represents cash severance benefits per the employment contracts.
|
|
(2)
|
Represents enhanced cash severance in the event of a termination in the first 12 months following a change in control per the employment contracts.
|
|
(3)
|
Reflects accelerated vesting of RSUS and PSUs in the event of a termination in the first 12 months following a change in control under the award agreements, with the number of
PSUs based on actual performance through the change in control for PSUs subject to a stock price or total shareholder return performance measure and at target for PSUs subject to any other performance measure.
|
|
(4)
|
Amounts reported in this table for Mr. Stocker were converted from Euros to US Dollars using the 2024 average exchange rate of EUR 1 = 1.05 USD.
|
Actual Severance Benefits for Termination Events in 2024 – Eyler, Anversa and Xu
Mr. Eyler
. In connection with his involuntary separation, not for cause, effective December 31, 2024, Mr. Eyler
entered into a Separation and Consulting Agreement that confirmed specified severance benefits from his employment agreement. His severance benefits were contingent on compliance with non-competition and non-solicitation restrictive
covenants through June 30, 2026, as well as non-disparagement restrictive covenant and applicable clawback policies.
His separation benefits in cash include: (1) a lump sum of $2,295,000, representing one year base salary and one year of target bonus, payable within 60 days of the separation date (which
was paid on January 30, 2025), (2) his earned cash bonus for 2024 based on actual performance of the Company (with a minimum of target payout), which amount was $1,474,524 (which was paid on March 14, 2025, concurrently with other
executive officers of the Company), (3) outplacement services for one year up to $50,000 (which services must commence by June 30, 2026), and (4) COBRA continuation coverage for up to 12 months, or a maximum of $29,341.
In addition, Mr. Eyler was entitled to specified treatment with respect to equity awards scheduled to vest within 12 months of his separation date: (1) the applicable RSUs vested
immediately upon separation (which had a value of $789,697, based on the Company’s stock price of $39.92 as of December 31, 2024) and were delivered promptly, and (2) the applicable PSUs vested immediately upon separation, and remained
subject to Company performance through the end of the full performance period (which earned PSUs had a value of $452,653, based on the Company’s stock price of $39.92 as of December 31, 2024). Any outstanding and unvested equity awards
that vest on or after December 31, 2025, are forfeited.
Mr. Anversa
. Mr. Anversa’s departure in September 2024 was a voluntary resignation without Good Reason, and therefore, Mr. Anversa received no
severance payments and all outstanding and unvested equity awards were forfeited.
Ms. Xu
.
In connection
with the completion of her foreign secondment assignment, on and effective December 13, 2024, the Company terminated Ms. Xu from her role as the Company’s Senior Vice President and General Manager, Asia Automotive. Ms. Xu remained as
a non-executive employee of the Company through December 31, 2024, to support the orderly transition of her responsibilities. In accordance with her offer letter and the Severance Plan, Ms. Xu was eligible to receive the severance
benefits specified for a termination without Cause. Her severance benefits were contingent on compliance with non-competition, non-solicitation and non-disparagement restrictive covenants, and applicable clawback policies.
Her separation benefits in cash include (1) a lump sum of $839,294 representing one year of her base salary and a pro rata portion of her 2024 target bonus (which was paid on February 27,
2025) and (2) COBRA continuation coverage for up to 12 months, or a maximum of $25,223.
All of her outstanding and unvested equity awards were forfeited.
Deferred Compensation Arrangements
The Eyler DC Agreement provides that Mr. Eyler would become immediately vested in all performance-based awards granted under the Deferred Compensation Plan upon his death or “disability”
(as defined in the Deferred Compensation Plan) or upon a “change in control” (as defined in the Deferred Compensation Plan). Due to his achievement of four years of continuous service from the effective date of the Eyler DC Agreement,
Mr. Eyler was fully vested in all performance-based awards ($1,828,697 as of December 31, 2024) granted under the Deferred Compensation Plan on January 1, 2024.
PAY VERSUS PERFORMANCE
We are providing the following information about the relationship between executive compensation actually paid (CAP) and certain financial performance of the Company as required by SEC
rules. Please see “Compensation Discussion and Analysis” for discussion of our compensation philosophy and how the Compensation and Talent Committee structures our compensation program with performance-based and at-risk target
compensation to motivate and reward the achievement of performance-based financial and other goals that align with our operational and strategic objectives. The SEC-defined CAP data set forth in the table below does not reflect amounts
actually realized by our NEOs, and the Compensation and Talent Committee has not used or considered CAP previously in establishing the NEO compensation program. A significant portion of the CAP amounts shown relate to changes in values
of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in
detail in the “Compensation Discussion and Analysis” section above, the PSUs are subject to multi-year performance conditions tied to relative and absolute performance metrics and all of the RSUs and PSUs are subject to time vesting
conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest.
Pay Versus Performance Table
|
|
|
|
|
|
Value Of Initial Fixed $100 Investment Based On:
|
|
|
|
Year
|
Summary Compensation
Table Total For PEO ($)(1) |
Compensation
Actually Paid To PEO ($)(2) |
Average
Summary Compensation Table Total For Non-PEO NEOs ($)(3) |
Average
Compensation Actually Paid To Non-PEO NEOs ($)(4) |
Total
Shareholder Return ($)(5) |
Peer Group
Total Shareholder Return ($)(6) |
Net Income
($ In Millions) (7) |
Adjusted EBITDA
($ In Millions) (8) |
|
2024
|
|
(
|
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
|
|
|
|
2022
|
|
(
|
|
|
|
|
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
(1)
|
Reflects the amount reported in the “Total” column of the Summary Compensation Table for our Principal Executive Officer (“PEO”),
|
|
(2)
|
Amounts reported reflect CAP for Mr. Eyler, as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect the actual amount of compensation earned by or paid to Mr. Eyler during the applicable year. The adjustments below were made to Mr. Eyler’s total compensation for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K. No amounts were reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for any applicable year, so no defined benefit and actuarial pension plan adjustments were made for any applicable year.
|
|
Year
|
Reported
Summary Compensation Table Total For PEO ($) |
Less
|
Reported
Value Of Equity Awards ($)(A) |
Plus
|
Equity Award
Adjustments ($)(B) |
Equals
|
Cap For Peo
($) |
|
2024
|
|
-
|
|
+
|
(
|
=
|
(
|
|
2023
|
|
-
|
|
+
|
|
=
|
|
|
2022
|
|
-
|
|
+
|
(
|
=
|
(
|
|
2021
|
|
-
|
|
+
|
|
=
|
|
|
2020
|
|
-
|
|
+
|
|
=
|
|
|
(a)
|
Amounts reflect the grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. No amounts were
reported in the “Option Awards” column in the Summary Compensation Table for any applicable year.
|
|
(b)
|
The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value; and (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year. No awards were granted and vested in same year for any applicable year and no dividends or other earnings were paid on awards in any applicable year. The fair values of RSUs and PSUs included in the CAP to our PEO and the Average CAP to our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for 2024. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Any changes to the RSU and PSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates, and for PSUs (ROIC/Adjusted EBITDA), updated Company performance metric projections. The amounts deducted or added in calculating the equity award adjustments for Mr. Eyler are as follows:
|
|
Year
|
Year End Fair Value
Of Equity Awards Granted In The Year And Outstanding And Unvested At Year End ($) |
Year Over Year Change
In Fair Value Of Outstanding And Unvested Equity Awards ($) |
Change In Fair Value
To The Vesting Date Of Equity Awards Granted In Prior Years That Vested In The Year ($) |
Fair Value At The End
Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year ($) |
Total Equity
Award Adjustments ($) |
|
2024
|
|
(
|
|
(
|
(
|
|||||
|
2023
|
|
(
|
(
|
|
|
|||||
|
2022
|
|
(
|
(
|
|
(
|
|||||
|
2021
|
|
|
|
|
|
|||||
|
2020
|
|
|
|
|
|
|
(3)
|
Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group (excluding Mr. Eyler) for each corresponding year. See “Named Executive Officer Compensation Tables – Summary Compensation Table for 2024, 2023 and 2022”. The names of each of the other NEOs (excluding Mr. Eyler) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Mr. Anversa, Mr. Stocker, Ms. Wilson, Ms. Runyon and Ms. Xu, (ii) for 2023, Mr. Anversa, Mr. Stocker, Mr. Sundaram and Ms. Xu; (iii) for 2022, Mr. Anversa, Ms. Runyon, Mr. Stocker and Ms. Xu; (iv) for 2021, Mr. Anversa, Matthew Fisch, Mr. Stocker, Ms. Xu and Paul Giberson; and (v) for 2020, Mr. Anversa, Mr. Fisch, Mr. Giberson and Yijing Brentano.
|
|
(4)
|
Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Eyler), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect an average of the actual amount of compensation earned by or paid to the other NEOs as a group (excluding Mr. Eyler) during the applicable year. The adjustments below were made to the average total compensation for the NEOs as a group (excluding Mr. Eyler) for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K. No amounts were reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for any applicable year, so no defined benefit and actuarial pension plan adjustments were made for any applicable year.
|
|
|
Year
|
Average Reported
Summary Compensation Table Total For Non-PEO Neos ($) |
Less
|
Average Reported
Value Of Equity Awards ($) |
Plus
|
Average
Equity Award Adjustments ($)(A) |
Equals
|
Average
Cap For Non-PEO Neos ($) |
|
|
2024
|
|
-
|
|
+
|
(
|
=
|
|
||
|
2023
|
|
-
|
|
+
|
|
=
|
|
||
|
2022
|
|
-
|
|
+
|
(
|
=
|
|
||
|
2021
|
|
-
|
|
+
|
|
=
|
|
||
|
|
2020
|
|
-
|
|
+
|
|
=
|
|
|
|
|
|
|
(a)
|
See note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments for the other NEOs as a group (excluding Mr. Eyler) are as follows:
|
|
|
Year
|
Average Year End Fair
Value Of Equity
Awards Granted In
The Year And Outstanding And
Unvested At Year End
($)
|
Year Over Year
Average Change In
Fair Value Of
Outstanding And
Unvested Equity
Awards
($)
|
Average Change In Fair
Value To The Vesting Date
Of Equity Awards Granted
In Prior Years That Vested
In The Year
($)
|
Average Fair Value At
The End Of The Prior
Year Of Equity Awards
That Failed
To Meet Vesting
Conditions
In The Year
($) |
Total Average
Equity Award
Adjustments
($) |
|
|
2024
|
|
(
|
|
(
|
(
|
||
|
2023
|
|
(
|
(
|
|
|
||
|
2022
|
|
(
|
(
|
|
(
|
||
|
2021
|
|
|
|
(
|
|
||
|
2020
|
|
|
|
|
|
||
|
(5)
|
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between
the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future
stock performance.
|
|
(6)
|
Represents the TSR for the Dow Jones US Auto Parts Index, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated.
|
|
(7)
|
Amounts reflect the net income as reported in the Company’s audited consolidated financial statements for the applicable year.
|
|
(8)
|
|
*The Company identified a mathematical error in the calculation of “Average CAP for Non-PEO NEOs” conducted for 2022, resulting in the understatement of such amount
in our previously filed Definitive Proxy Statement on Schedule 14A. The Company has corrected this inadvertent error to reflect the accurate amount.
**
The Company identified a mathematical error in the calculation of “Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years
that Vested in the Year” conducted for the PEO for 2022, resulting in the understatement of such amount in our previously filed Definitive Proxy Statement on Schedule 14A. The Company has corrected this inadvertent error to reflect
the accurate amount. This error did not affect the previously disclosed or actual "Total Equity Award Adjustments" for 2022.
Company Selected Measure
We have presented Adjusted EBITDA as the Company-selected measure in the table above in accordance with Item 402(v) of Regulation S-K. While the Company uses numerous financial and
non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s
assessment, represents the most important performance measure used by the Company to link CAP for the Company’s NEOs to Company performance for the most recently completed year that is not otherwise required to be disclosed in the pay
versus performance table above. In identifying Adjusted EBITDA as the most important performance measure used by the Company to link CAP for the NEOs to performance for 2024, we considered that (1) the cash bonuses earned by our NEOs
under the 2024 Senior Level Bonus Plan were based on the achievement of three financial performance metrics—Adjusted EBITDA, revenue and relative revenue growth—along with a strategic goals measurement, with Adjusted EBITDA being
weighted the greatest at 40% and (2) 60-70% of the grant value of the 2024 equity awards granted to our NEOs was delivered via target PSUs, with 75% of the grant value of such target PSUs being earned based on our three-year growth of
Adjusted EBITDA Margin. We may determine a different financial performance measure to be the most important financial performance measure in future years.
Financial Performance Measures
As described in “Compensation Discussion and Analysis,” a significant portion of the NEO pay is performance-based and at-risk, consistent with the compensation philosophy established by
the Compensation and Talent Committee. Our NEO compensation program rewards the achievement of specific short-term (annual) and long-term financial and other goals, which are aligned with our operational and strategic goals. The most
important financial performance measures used by the Company to link CAP for the Company’s NEOs to the Company’s performance for the most recently completed year are shown below.
|
MOST IMPORTANT PERFORMANCE MEASURES
|
||
|
|
|
|
|
|
|
|
|
|
|
|
*Reflects the Company’s TSR compared to a peer group established by the Compensation and Talent Committee.
Analysis Of Information Presented In The Pay Versus Performance Table
The Company is providing the following graphs regarding the relationships between information presented in the Pay Versus Performance table, including CAP, as required by Item 402(v) of
Regulation S-K. The Compensation and Talent Committee utilizes several performance measures to align executive compensation with Company performance, and only some of those Company measures are presented in the pay versus performance
table above and the graphs below. The Compensation and Talent Committee has not used or considered CAP previously as computed in accordance with Item 402(v) of Regulation S-K to set target compensation amounts or align our NEO
compensation to Company performance. See “Compensation Discussion and Analysis” for a discussion of how the Compensation and Talent Committee designs our compensation program and sets target compensation amounts.
Cap And Cumulative TSR
The CAP for Mr. Eyler and the average CAP for the Company’s other NEOs as a group (excluding Mr. Eyler) for 2020, 2021, 2022, 2023 and 2024 is presented in comparison to the Company’s
cumulative TSR for the four years presented in the Pay Versus Performance Table above in the table below.
Cap And Net Income
The CAP for Mr. Eyler and the average CAP for the Company’s other NEOs as a group (excluding Mr. Eyler) for 2020, 2021, 2022, 2023 and 2024 is presented in comparison to the Company’s net
income over such periods in the table below.
Cap And Adjusted EBITDA
The CAP for Mr. Eyler and the average CAP for the Company’s other NEOs as a group (excluding Mr. Eyler) for 2020, 2021, 2022, 2023 and 2024 is presented in comparison to the Company’s
Adjusted EBITDA over such periods in the table below.
Cumulative TSR Of The Company And The Dow Jones Us Auto Parts Index
The Company’s cumulative TSR for the four years presented in the Pay Versus Performance Table above is presented in comparison to the Dow Jones US Auto Parts Index (the peer group
presented for this purpose) for the same periods in the table below.
This pay versus performance section is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.
Gentherm Employee Pool
The general profile of our global workforce is largely based on our manufacturing footprint. Approximately 97% of our workforce is located outside of the United States, with 90% of our
workforce located in countries with relatively low prevailing wages. In addition, most of our employees are direct labor workers, meaning they work on our assembly lines or otherwise on the factory floor. We strive to create a
competitive compensation program for each position in each of our geographic locations, so our compensation program varies significantly depending on pay practices in each local market.
As of December 31, 2024, our employee population was distributed as follows (all numbers are approximate):
|
China
|
1,734
|
|
|
Czech Republic
|
318
|
|
|
North Macedonia
|
2,416
|
|
|
Mexico
|
5,478
|
|
|
Morocco
|
52
|
|
|
Ukraine
|
1,520
|
|
|
Vietnam
|
1,244
|
|
|
Total of Above Low Prevailing Wage Countries
|
12,762
|
|
|
All Other Countries
|
1,484
|
|
|
Total
|
14,246
|
As a result, the factors that influence the target and earned compensation of our Chief Executive Officer are significantly different from the factors that generally
influence the compensation of our workforce. Our compensation practices vary from country to country to ensure alignment with local regulatory and market practices where we operate. Within each country, compensation is driven by
responsibilities and accountabilities, skill level and other job-based factors. Given the large majority of our employees are performing jobs requiring lower-skill sets within countries having relatively low prevailing wages, we
consistently find that our median employee necessarily is part of that group.
CEO Annual Total Compensation
Mr. Eyler’s annual total compensation for 2024 was $6,316,439 as reported in the “Total” column of our Summary Compensation Table for 2024.
Pay Ratio
SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions. As a result, our reported pay ratio may not be
comparable to the pay ratio reported by other companies.
For 2024, our last completed year, the annual total compensation of the median employee of the Company (other than our Chief Executive Officer) was $9,078; consequently,
for 2024 the ratio of the annual total compensation of Mr. Eyler, our Chief Executive Officer, to the annual total compensation of our median employee was 696 to 1.
Our median employee in 2024 was a full-time employee located in Mexico who remained in the same position for all of 2024.
The form and amount of our Chief Executive Officer’s annual total compensation is largely influenced by prevailing compensation practices in the United States, as well as the competitive
market for senior executive talent in the United States. We believe it is useful to understand the relationship between the annual total compensation of our Chief Executive Officer and the annual total compensation of our median
employee solely based on full-time employees in the United States.
For 2024, the annual total compensation of such median United States full-time employee (other than our CEO) was $115,690 and the ratio of the 2024 annual total
compensation of Mr. Eyler to the total annual total compensation of such United States full-time employee was 55 to 1.
Methodology Used To Determine Median Employee And Annual Total Compensation Of Median Employee/CEO
The rules pertaining to this CEO Pay Ratio disclosure permit us to use that same median employee for up to three years. We previously reevaluated and identified our median employee in 2023
following significant changes in employee population. During 2024, there were no material changes in our employee population or employee compensation arrangements that we believed would significantly impact our pay ratio disclosure.
Consequently, we did not identify a new median employee for 2024.
We are required to identify our median employee based on our worldwide workforce, without regard to their location, compensation arrangements or full-time or part-time employment status.
For 2023, to identify our median employee, our Human Resources departments at each of our locations gathered employment data on every employee as of December 31, 2023. We used target total cash compensation (base cash compensation plus
target bonus for eligible employees) and converted all amounts from each employee’s local currency to U.S. Dollars, without making cost-of-living adjustments. We determined that using annual base salary and target bonus level was a
reasonable and appropriate compensation measure because cash-based compensation is distributed widely to our entire employee population. We generated a list of employees with the same level of target total cash compensation at the
median. From that subset, we excluded employees who are no longer with the Company, at retirement age or were not employed by the Company for the full year. We further reduced that group to 10 employees using random sampling, ultimately
identifying the median of that subset.
We applied the same methodology to identify our median United States full-time employee, except that we limited our employee population to full-time employees based in the United States
and, on that basis, only one employee was identified at the median based on target total cash compensation.
For 2024, we gathered all other compensation elements, including overtime pay, position and shift premiums, productivity and other site-specific bonuses, allowances, and benefit payments
made directly to our median employee and our median United States full-time employee in 2024, then calculated each such employee’s annual total compensation in the same manner used to calculate the amounts reported in the “Total” column
of our Summary Compensation Table for 2024 for our NEOs.
POLICIES AND PROCEDURES
Related Person Transaction Policy
In January 2024, the Board adopted a Related Person Transaction Policy (the “RPT policy”), which addresses the review, approval, ratification and disclosure of all related person
transactions by the Audit Committee (or other specified persons). In accordance with the RPT policy, the Audit Committee has overall responsibility for the implementation of, and compliance with, the RPT policy.
For purposes of the RPT policy, a related person transaction is a transaction or series of transactions in which the Company or a subsidiary is, was or will be a participant, in which the
amount involved exceeds $120,000 and in which any related person (as defined in the RPT policy) had, has or will have a direct or indirect material interest as well as any material amendment or modification to an existing related person
transaction regardless of whether such transaction was previously approved in accordance with the RPT policy. A related person transaction does not include any employment relationship or transaction involving an executive officer and
any related compensation resulting solely from such employment relationship or transaction that has been disclosed pursuant to Item 402 of Regulation S-K of the Exchange Act.
The RPT policy requires that notice of a proposed related person transaction be provided to our General Counsel prior to entry into such transaction. If our General Counsel has a potential
interest in any related person transaction, that related person transaction must be submitted directly to the Audit Committee. If our General Counsel determines that such transaction is a related person transaction, the proposed
transaction will be submitted for consideration (a) to the Audit Committee at its next meeting, (b) if our General Counsel, in consultation with our Chief Executive Officer or our Chief Financial Officer, determines that it is not
practicable or desirable to wait until the next Audit Committee meeting, to the Chair of the Audit Committee.
The Audit Committee or the Chair of the Audit Committee, as applicable, may approve only those related person transactions that are in, or not inconsistent with, our best interests and the
best interests of our shareholders. Any member of the Audit Committee who has a potential interest in any related person transaction must recuse themselves and abstain from voting on the approval of the transaction. In the event that
the Company becomes aware of a related person transaction that has not been previously reviewed, approved or ratified under the RPT policy and that is ongoing or is completed (including any transaction that was not considered a related
person transaction at the time it was entered into, but subsequently is), the transaction will be submitted to the Audit Committee or the Chair of the Audit Committee, as applicable, so that it may determine whether to continue, modify
or terminate the related person transaction.
2024 RELATED PERSON TRANSACTIONS
There were no related person transactions required to be reported for 2024.
The following table sets forth information regarding the beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of our common stock as of March 11, 2025 by (A) each of the
directors, director nominees and NEOs, (B) all of the directors and executive officers as a group, and (C) to our knowledge, beneficial owners of more than 5% of our common stock. As of March 11, 2025, there were 30,797,129 shares of
our common stock outstanding. Unless otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment powers with respect to the securities listed below.
|
Name
|
Shares Owned
(1) |
Right to Acquire
(2) |
Total
|
Aggregate Percent
of Class |
|
Sophie Desormière
|
32,936
|
—
|
32,936
|
*
|
|
David Heinzmann
|
11,998
|
—
|
11,998
|
*
|
|
Ronald Hundzinski
|
25,896
|
—
|
25,896
|
*
|
|
Laura Kowalchik
|
4,028
|
—
|
4,028
|
*
|
|
Charles Kummeth
|
16,570
|
—
|
16,570
|
*
|
|
Betsy Meter
|
10,297
|
—
|
10,297
|
*
|
|
William Presley
|
—
|
—
|
—
|
*
|
|
John Stacey
|
17,745
|
—
|
17,745
|
*
|
|
Kenneth Washington
|
4,190
|
—
|
4,190
|
*
|
|
Phillip Eyler
|
139,663
|
—
|
139,663
|
*
|
|
Matteo Anversa
|
47,523
|
—
|
47,523
|
*
|
|
Thomas Stocker
|
3,499
|
5,074
|
8,573
|
*
|
|
Jaymi Wilson
|
16,367
|
4,831
|
21,198
|
*
|
|
Barbara J. Runyon
|
19,419
|
4,386
|
23,805
|
*
|
|
Hui (Helen) Xu
|
18,947
|
—
|
18,947
|
*
|
|
Executive officers and directors as a group (20 persons)
|
395,123
|
41,936
|
437,059
|
1.4%
|
|
BlackRock, Inc. (3)
55 East 52nd Street
New York, NY 10055
|
5,345,096
|
—
|
5,345,096
|
17.4%
|
|
The Vanguard Group (4)
100 Vanguard Blvd.
Malvern, PA 19355
|
3,651,904
|
—
|
3,651,904
|
11.9%
|
|
Trigran Investments, Inc. (5)
630 Dundee Road, Suite 230
Northbrook, IL 60062
|
1,887,857
|
—
|
1,887,857
|
6.1%
|
|
(1)
|
Amounts include the following number of unvested shares of restricted stock as of March 11, 2025: Ms. Desormière, Mr. Heinzmann, Mr. Hundzinski, Ms. Kowalchik,
Mr. Kummeth, Ms. Meter, Mr. Stacey and Dr. Washington: 2,662
shares each; and all executive officers and directors as a group, 21,296
shares.
|
|
(2)
|
Amounts reflect the number of shares that such holder could acquire the RSUs and PSUs scheduled to vest within 60 days of March 11, 2025.
|
|
(3)
|
Based on Schedule 13G/A filed with the SEC on January 22, 2024. This report includes holdings of various subsidiaries of the holding company, and includes ownership of more
than 5% of our common stock by Blackrock Fund Advisors. BlackRock, Inc. has sole power to vote 5,345,096 shares and sole power to dispose 5,286,568 shares.
|
|
(4)
|
Based on Schedule 13G/A filed with the SEC on February 13, 2024. The Vanguard Group, Inc. has shared power to vote 60,572 shares, sole power to dispose 3,557,356 shares and
shared power to dispose 94,548 shares.
|
|
(5)
|
Based on Schedule 13G filed with the SEC on February 9, 2024. Trigran Investments, Inc. has shared power to vote 1,807,860 shares and shared power to dispose 1,887,857 shares.
|
*Less than one percent.
PROPOSAL NO. 3
—RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025
In accordance with applicable law, the Audit Committee has ultimate authority and responsibility to appoint, compensate, evaluate and, when appropriate, replace our independent registered
public accounting firm.
The Audit Committee annually conducts a formal assessment of the performance of its independent registered public accounting firm, including soliciting the perspective of its management
team. The Audit Committee conducted a competitive process to select the Company’s independent registered public accounting firm for the Company’s year ending December 31, 2020, and the Audit Committee ultimately selected and appointed
Ernst Young and such relationship continued through 2024. At the 2024 annual meeting, shareholders voted more than 99% in favor of the proposal to ratify the appointment of Ernst Young as the Company’s independent registered
public accounting firm for 2024.
For the reasons noted below, the Audit Committee has reappointed Ernst Young as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
SUPPORT FOR RECOMMENDATION
In determining that retaining Ernst Young for 2025 was in the best interests of the Company and its shareholders, the Audit Committee reviewed:
|
Efficiencies Of Continued Engagement
|
|
Audit Effectiveness
|
|
Expertise And Industry Knowledge
|
|
The Audit Committee, management and Ernst Young have invested significant time, resources and money to ensure a successful ongoing engagement and to establish extensive
familiarity with our business.
|
|
Ernst Young’s performance on the Company’s audit and non-audit work for 2024 and management’s assessment of such performance.
|
|
Ernst Young’s qualifications, independence, capabilities, and expertise, evident through its audit planning and reports, industry knowledge, resources and staffing,
objectivity and professional skepticism.
|
|
|
|
|
|
|
|
External Data On Audit Quality And Performance
|
|
Reasonableness Of Fees
|
|
Communication
|
|
Results of recent PCAOB reports on Ernst Young and peer firms and improvements made from period to period.
|
|
The terms of the audit engagement, including the reasonableness of audit and non-audit fees charged taking into account the breadth and complexity of services provided, as well as
the efficiency achieved in performing such services.
|
|
The quality of Ernst Young’s communications to and interactions with the Audit Committee at meetings and the Chair of the Audit Committee between meetings.
|
|
|
|
|
|
|
|
Ratification Proposal At 2024 Annual Meeting
|
|
Auditor Independence
|
|
|
|
At the 2024 annual meeting, over 99% of shareholder votes supported the ratification of the appointment of Ernst Young to serve as our independent registered public
accounting firm for 2024.
|
|
Ernst Young employs a rigorous process for monitoring and maintaining independence, and its transparent disclosure regarding related considerations.
|
|
|
ADVISORY VOTE
As the Audit Committee appoints our independent registered public accounting firm, your ratification of the appointment of Ernst Young is not necessary. However, the Audit Committee
will take your vote on this proposal into consideration when appointing our independent registered public accounting firm in the future. Even if the shareholders ratify the appointment of Ernst Young, the Audit Committee may in
its sole discretion terminate the engagement of Ernst Young and direct the appointment of another independent auditor at any time during the year, although it has no current intent to do so.
Representatives of Ernst Young will attend the annual meeting, will have the opportunity to make a statement, if they desire to do so, and will be available to answer appropriate
questions from shareholders.
|
The Board recommends that you
vote FOR the ratification of the Audit Committee’s appointment of Ernst Young LLP as our independent registered public accounting firm for the year ending December 31 st , 2025 |
The Board has determined that each member of the Audit Committee is independent under the applicable rules and regulations of Nasdaq and the SEC. The Audit Committee operates under a
written charter approved by the Board, which the Audit Committee and the Board review annually. The charter is posted at https://ir.gentherm.com/ under the “Corporate Governance” tab.
As described more fully in its charter, the Audit Committee’s purpose is to assist the Board in generally overseeing the Company’s financial reporting and internal control functions, to
review our reports filed with or furnished to the SEC that include financial statements or results, to monitor compliance with significant legal and regulatory requirements and other risks related to financial reporting and internal
control, and to appoint, retain, compensate, and oversee the work of our independent registered public accounting firm. See “Audit Committee Matters” below for a description of the Audit Committee’s pre-approval policies regarding the
services of our independent registered public accounting firm.
The Audit Committee further has the authority to engage independent advisors as it determines appropriate, apart from counsel or advisors hired by management. The Audit Committee relies on
the expertise and knowledge of management, the independent registered public accounting firm and other advisors hired by management in carrying out its oversight responsibilities. Management has the primary responsibility for the
preparation, presentation and integrity of the Company’s financial statements, accounting and financial reporting principles, internal controls and compliance with applicable laws and regulations. Our independent registered public
accounting firm is responsible for performing independent audits of the Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the
Public Company Accounting Oversight Board (U.S.) (“PCAOB”) and for expressing its opinions thereon.
KEY RESPONSIBILITIES
Ernst Young LLP (“Ernst Young”) was the Company’s independent registered public accounting firm for 2024. Relating to the Company’s financial statements for 2024, among other
matters, the Audit Committee:
Reviewed and discussed with management and Ernst Young the unaudited quarterly financial statements included in Form 10-Qs filed with the SEC.
|
|
Periodically reviewed and discussed with management and Ernst Young the Company’s earnings press releases, earnings guidance and the use of non-GAAP information.
|
|
Reviewed and discussed with Ernst Young the overall scope and plans for its audit for 2024.
|
|
|
|
|
|
|
|
Reviewed and discussed with management and Ernst Young the audited consolidated financial statements, and Ernst Young’s opinion thereon, included in the Form 10-K for
2024 filed with the SEC and the 2024 annual report to shareholders.
|
|
Reviewed and discussed with management the Company’s significant accounting policies and key judgments, and changes in the Company’s accounting practices, principles, controls or
methodologies, or in its financial statements.
|
|
Reviewed with management and Ernst Young significant risks and exposures identified by management and the overall adequacy and effectiveness of the Company’s legal,
regulatory and compliance programs.
|
|
|
|
|
|
|
|
Reviewed and discussed with management its assessment and report, and reviewed and discussed with Ernst Young its opinion, on the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2024.
|
|
Discussed with Ernst Young the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.
|
|
Received the written disclosures and the letter from Ernst Young required by the applicable requirements of the PCAOB regarding Ernst Young’s communications with the
Committee concerning independence, and discussed with Ernst Young its independence with respect to the Company, including any relationships which may impact its objectivity and independence and whether the provision of
specified non-audit services was compatible with the auditors’ independence under current guidelines.
|
RECOMMENDATION OF AUDIT COMMITTEE
Based on the foregoing matters, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company be included in the Company’s Annual Report on
Form 10-K for 2024, which was filed with the SEC on February 19, 2025. The Audit Committee also appointed Ernst Young to serve as the Company’s independent registered public accounting firm for 2025.
This report has been furnished by the members of the Audit Committee.
|
|
Audit Committee
|
|
|
|
|
|
Betsy Meter, Chair
|
|
|
David Heinzmann
|
|
|
Ronald Hundzinski
|
|
|
Laura Kowalchik
|
In recognition of the importance of maintaining the independence of the independent registered public accounting firm, both in fact and appearance, it is the Audit Committee’s policy and
practice to review and approve in advance all services and fees, audit and non-audit, to be rendered by the Company’s independent registered public accounting firm. In pre-approving such services, the Audit Committee must consider
whether the provision of services is consistent with maintaining the independence of the Company’s independent registered public accounting firm. The Audit Committee does not delegate the pre-approval of services (or any other Audit
Committee function) to Company management. The Audit Committee also pre-approves all fees, except the Chief Financial Officer has been delegated authority to commit up to $50,000 between Audit Committee meetings for audit-related
services only, which must be reported to the Audit Committee no later than the next scheduled Audit Committee meeting. If a product or service arises that has not been pre-approved by the Audit Committee, the Audit Committee has
delegated to the Chair of the Audit Committee the authority to consider and pre-approve any such product or service between regular meetings of the Audit Committee. Any interim approvals granted by the Chair of the Audit Committee are
reported to the entire Audit Committee at its next regularly scheduled meeting.
The Audit Committee retained Ernst Young to audit the Company’s consolidated financial statements and the effectiveness of internal control over financial reporting, as of and for
the years ended December 31, 2024 and 2023. The following table sets forth the fees that Ernst Young billed for their audit and other services in 2024 and 2023. The Audit Committee approved all of the services described below in
conformity with its pre-approval policies and procedures described above.
|
2024
($)
|
2023
($)
|
|
Audit Fees (1)
|
1,827,887
|
1,938,614
|
|
Audit-Related Fees (2)
|
26,435
|
279,550
|
|
Tax Fees (3)
|
478,957
|
559,469
|
|
All Other Fees (4)
|
—
|
—
|
|
Total Fees
|
2,333,280
|
2,777,633
|
|
(1)
|
Audit fees in 2024 and 2023 consisted of fees related to the annual audit of our financial statements, the audit of the effectiveness of internal control over financial
reporting, the review of quarterly financial statements and for services provided in connection with statutory and regulatory filings or engagements.
|
|
(2)
|
Audit related fees in 2024 and 2023 consisted of fees related to accounting for accounting matters related to unique transactions occurring throughout the year related to the
United States and Europe.
|
|
(3)
|
Tax fees in 2024 and 2023 consisted primarily of fees related to tax compliance and tax advice.
|
|
(4)
|
All other fees in 2024 and 2023 consisted of fees for services not contained in the above categories and include permissible advisory services.
|
WHO IS SOLICITING MY VOTE?
The Board is soliciting your proxy, as a holder of our common stock, for use at the annual meeting and any adjournment or postponement of such meeting. We will hold our annual meeting in a
virtual-only format at www.virtualshareholdermeeting.com/THRM2025 on Thursday, May 8, 2025, at 8:30 a.m., Eastern Daylight Time. You will not be able to attend the annual meeting in person.
The live webcast of the annual meeting will begin promptly at 8:30 a.m. Eastern Daylight Time on Thursday, May 8, 2025. We recommend that you log in at least 15 minutes before the annual
meeting to ensure ample time to complete the check-in procedures. All shareholders may attend and listen to the live webcast of the annual meeting. You may electronically vote your shares and submit questions at the annual meeting by
using the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials (“Internet Notice”) or proxy card (if you received a printed copy of the proxy materials). If
you lose your 16-digit control number, you may join the annual meeting as a “Guest,” but you will not be able to vote, ask questions or access the list of shareholders as of the record date. If your shares are held in street name and
you did not receive a 16-digit control number, you may be able to gain access to and vote at the annual meeting by logging into your bank or brokerage firm’s website and selecting the shareholder communications mailbox to access the
meeting. Instructions should also be provided on the voting instruction card provided by your bank or brokerage firm.
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual
meeting website, please call the technical support number that will be posted on the annual meeting log-in page.
You do not need to attend the annual meeting to vote. Even if you plan to attend the annual meeting, please submit your vote in advance as instructed in this proxy statement.
WHAT IS THE PURPOSE OF THE ANNUAL MEETING?
At the annual meeting, you will be voting on:
PROPOSAL
|
01
|
To elect nine directors named in this proxy statement, each to serve for a one-year term until the 2026 annual meeting of shareholders and until a successor has been duly elected and qualified, or
until such director’s earlier resignation, retirement or other termination of service.
|
|
02
|
To approve (on an advisory basis) the compensation of our named executive officers.
|
|
03
|
To ratify the appointment of Ernst Young LLP as our independent registered public accounting firm for the year ending December 31, 2025.
|
The Board recommends a vote
FOR
each of the director nominees listed in this proxy statement,
FOR
the
advisory approval of the compensation of our NEOs and
FOR
the ratification of the appointment of Ernst Young. We are not aware of any other matters that will be brought before the
shareholders for a vote at the annual meeting. If any other matter is properly brought before the meeting and you are a shareholder of record of our common stock, your signed proxy card gives authority to your proxies to vote on such
matter in their best judgment; proxy holders named in the proxy card will vote as the Board recommends or, if the Board gives no recommendation, in their own discretion.
WHO IS ENTITLED TO VOTE?
You may vote if you owned shares of our common stock at the close of business on March 11, 2025, the record date, provided such shares are held directly in your name as the shareholder of
record or are held for you as the beneficial owner through a broker, bank or other nominee. As of March 11, 2025, we had 30,797,129 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one
vote on each matter properly brought before the annual meeting.
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND A BENEFICIAL OWNER?
SHAREHOLDERS OF RECORD.
If your common shares are registered directly in your name with our transfer agent,
Computershare, you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by us.
BENEFICIAL OWNERS.
Many of our shareholders hold their common shares through a broker, bank or other nominee rather
than directly in their own names. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner with respect to those shares, and these proxy materials (including a voting
instruction card) are being forwarded to you by your broker, bank or other nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or
other nominee on how to vote and are also invited to attend the annual meeting. However, since you are not the shareholder of record, if you do not direct your broker, bank, or other nominee how to vote your shares, the broker, bank,
or other nominee will determine if it has the discretionary authority to vote on each applicable matter. Under applicable law, if you are a beneficial owner, your broker, bank, or other nominee only has discretion to vote on certain
“routine” matters without your voting instructions. The proposal to ratify the appointment of Ernst Young as our independent registered public accounting firm is considered a routine matter. For all other matters at the annual
meeting, your broker, bank, or other nominee will be unable to vote on your behalf if you do not instruct them how to vote your shares and, if you do not provide voting instructions, your shares will be considered “broker non votes.”
Therefore, it is very important for you to vote your shares for each proposal.
MAY I VOTE MY SHARES DURING THE ANNUAL MEETING?
Even if you plan to attend the virtual annual meeting, we encourage you to vote your shares prior to the meeting.
SHAREHOLDERS OF RECORD.
If you are a shareholder of record and log in to the virtual annual meeting, you may vote
electronically during the annual meeting. Have available the information that is printed in the box marked by the arrow provided in your Internet Notice or, if you requested a printed copy of the proxy materials, proxy card or voting
instruction card in hand when you access the website and follow the instructions to vote during the annual meeting.
BENEFICIAL OWNERS.
If you hold your common shares through a bank, broker or other nominee and want to vote such
shares electronically at the annual meeting, you must direct your broker, bank or other nominee on how to vote. However, since you are not the shareholder of record, if you do not direct your broker, bank, or other nominee how to vote
your shares, the broker, bank, or other nominee will determine if it has the discretionary authority to vote on each applicable matter. Under applicable law, if you are a beneficial owner, your broker, bank, or other nominee only has
discretion to vote on certain “routine” matters without your voting instructions. The proposal to ratify the appointment of Ernst Young as our independent registered public accounting firm is considered a routine matter. For all
other matters at the annual meeting, your broker, bank, or other nominee will be unable to vote on your behalf if you do not instruct them how to vote your shares and, if you do not provide voting instructions, your shares will be
considered “broker non votes.” Therefore, it is very important for you to vote your shares for each proposal.
CAN I VOTE MY SHARES WITHOUT VIRTUALLY ATTENDING THE ANNUAL MEETING?
You may vote your shares via the internet, by telephone, or by completing, signing and returning a proxy card or voting instruction card. If you are a shareholder of record, and requested
printed copies of the proxy materials and a postage-paid envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Please do not mail in the Internet
Notice, as it is not intended to serve as a voting instrument.
CAN I CHANGE MY VOTE?
SHAREHOLDERS OF RECORD.
You may change your vote at any time before the proxy is exercised by voting electronically
at the virtual annual meeting, or by filing with our corporate secretary either a notice revoking the proxy or a properly signed proxy. In each case, such notice or proxy must bear a later date than your prior proxy. If sent by mail,
it must be received by our corporate secretary no later than 5:00 p.m., Eastern Daylight Time, on May 7, 2025. Your attendance at the virtual annual meeting will not revoke your prior proxy unless you electronically vote at the annual
meeting or file the proper documentation to revoke it.
BENEFICIAL OWNERS.
If you hold your shares through a bank, broker or other nominee, you should contact such person
prior to the time such voting instructions are exercised.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE INTERNET NOTICE, PROXY CARD OR VOTING INSTRUCTION CARD?
If you receive more than one Internet Notice, proxy card or voting instruction card, it means that you have multiple accounts with banks, brokers, other nominees and/or our transfer agent.
Please sign and deliver, or otherwise vote, each Internet Notice, proxy card and voting instruction card that you receive. We recommend that you contact your nominee and/or our transfer agent, as appropriate, to consolidate as many
accounts as possible under the same name and address.
HOW CAN I ACCESS THE COMPANY’S PROXY MATERIALS?
A
s noted above, many shareholders will receive an Internet Notice with instructions on how to view the proxy materials
through the Internet (
www.proxyvote.com
). The Internet Notice includes a control number that must
be entered on the Internet in order to view the proxy materials. The Internet Notice also describes how to receive the proxy materials by paper delivery or e-mail. You can elect to receive future proxy materials by e-mail at no charge
by voting using the Internet and, when prompted, indicating you agree to receive or access shareholder communications electronically in future years.
Additional copies of the 2024 annual report to shareholders (excluding certain exhibits or documents incorporated by reference in our Annual Report on Form 10-K for the year ended December
31, 2024) are available to shareholders at no charge upon written request to: Corporate Secretary, Gentherm Incorporated, 28875 Cabot Drive, Novi, MI 48377 or at
https://ir.gentherm.com/
under the “Financial Info – Annual
Reports” tab.
WHAT IF I DO NOT VOTE FOR SOME OF THE ITEMS LISTED ON MY PROXY CARD OR VOTING INSTRUCTION CARD?
SHAREHOLDERS OF RECORD.
If you indicate a choice with respect to any matter to be acted upon on your proxy card, the
shares will be voted in accordance with your instructions. Proxy cards that are signed and returned, but do not contain voting instructions with respect to certain matters, will be voted in accordance with the recommendations of the
Board on such matters or if the Board gives no recommendation, then in the discretion of the proxy holders.
BENEFICIAL OWNERS.
If you indicate a choice with respect to any matter to be acted upon on your voting instruction
card, the shares will be voted in accordance with your instructions. If you do not indicate a choice or return the voting instruction card, the bank, broker or other nominee will determine if it has the discretionary authority to vote
on each applicable matter. Under applicable law, a bank, broker or nominee has the discretion to vote on routine matters, including the ratification of the appointment of an independent registered public accounting firm. For all other
matters at the annual meeting, brokers and certain banks and nominees will be unable to vote on your behalf if you do not instruct them how to vote your shares in the manner set forth on your voting instruction card. Therefore, it is
very important for you to vote your shares for each proposal.
WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM OF BUSINESS?
|
|
|
|
HOW DO VOTES IMPACT APPROVAL OF PROPOSAL
|
||||
|
PROPOSAL
|
REQUIRED
APPROVAL
|
FOR
|
WITHHOLD /
AGAINST
|
ABSTENTION
|
BROKER
NON-VOTES
|
||
|
01
|
Election of Nine Directors
|
Plurality of votes cast*
|
For the proposal
|
Against the proposal
|
—
|
Not a vote cast
|
|
|
02
|
Advisory Vote on NEO Compensation
|
Majority of votes cast
|
For the proposal
|
Against the proposal
|
Not a vote cast
|
Not a vote cast
|
|
|
03
|
Ratification of Appointment of Ernst Young LLP as Our Independent Registered Public Accounting Firm for 2025
|
Majority of votes cast
|
For the proposal
|
Against the proposal
|
Not a vote cast
|
—
|
|
*Notwithstanding that directors will be elected by a plurality of votes cast at the annual meeting, Gentherm has a voting policy that has the effect of
a majority voting policy that ensures the Board can address shareholder concerns. In the event any director nominee receives a greater number of votes “withheld” than votes “for” such person’s election, our voting policy requires such
director to promptly provide a resignation notice, conditioned on Board acceptance.
If any other matter is properly submitted to the shareholders at the annual meeting, its adoption generally will require the affirmative vote of holders of a majority of votes cast at the
annual meeting. The Board does not propose to conduct any business at the annual meeting other than as stated above.
Although the advisory votes in Proposal Nos. 2 and 3 are not binding on the Company, the Board and/or respective Board Committee will consider your vote in determining future activities.
HOW MANY SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?
In order for us to conduct the annual meeting, a majority of the outstanding shares entitled to vote at the annual meeting as of March 11, 2025 must be present in person or by proxy at the
meeting. This is known as a quorum. Abstentions, withheld votes and broker non-votes will be considered present for purposes of determining a quorum.
IS A REGISTERED LIST OF SHAREHOLDERS AVAILABLE?
The names of shareholders of record entitled to vote at the annual meeting will be available to such shareholders at the annual meeting for any purpose reasonably relevant to the meeting.
WHO WILL COUNT THE VOTES AND WHERE CAN I FIND THE VOTING RESULTS?
The Inspector of Elections appointed at the annual meeting will tabulate the voting results. We intend to announce the preliminary voting results at the annual meeting and, in accordance
with rules of the SEC, we intend to publish the final results in a Current Report on Form 8-K within four business days of the annual meeting.
The following table sets forth certain information as of December 31, 2024 concerning our equity compensation plans:
|
Plan Category
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Number of Securities to be Issued
Upon Exercise of Outstanding Options, Warrants and Rights (A) |
Weighted-Average Exercise
Price of Outstanding Options, Warrants and Rights (B) ($) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column
(A)(C))
|
|
Equity compensation plans approved by security holders
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762,343
|
—
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3,448,234
|
|
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
|
Total
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762,343
|
—
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3,448,234
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|
(a)
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Consists of the following: (A) 55,531 shares reserved for issuance upon vesting of RSUs issued under the 2013 Equity Plan; (B) 291,084 shares reserved for
issuance upon vesting of PSUs under the 2013 Equity Plan; (C) 147,130 shares reserved for issuance upon vesting of RSUs issued under the 2023 Equity
Plan; and (D) 268,598 shares reserved for issuance
upon vesting of PSUs under the 2023 Equity
Plan. The maximum number of shares issuable upon the vesting of such PSUs has been reserved by this amount, the actual number of shares issuable will be determined at the
time of vesting and could be less.
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|
(b)
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Excludes RSUs and PSUs, which have no exercise price.
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(c)
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Consists of shares of common stock that may be issued pursuant to awards under the 2023 Equity Plan. To the extent awards were, or in the future are, made in the form of
full-value shares, the number of shares available for future issuance has been and will be reduced by 1.85 multiplied by the number of shares awarded. For purposes of this calculation, PSUs are assumed to be issuable at the
maximum award.
|
As of December 31, 2024, there were 21,296 shares of unvested restricted stock outstanding.
Except for historical information contained herein, statements in this proxy statement are forward-looking statements within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements represent our goals, beliefs, plans and expectations about our prospects for the future and other future events, such as the statements regarding our
expectations for future compensation programs and considerations, our commitments regarding our human capital management and sustainability initiatives and outcomes, and the components of and our ability to execute our strategic plan.
The forward-looking statements included in this proxy statement are made as of the date hereof or as of the date specified herein and are based on management’s reasonable expectations and
beliefs. Such forward-looking statements are subject to a number of important assumptions, significant risks and uncertainties (some of which are beyond our control) and other factors that may cause our actual results or performance to
differ materially from that described in or indicated by the forward-looking statements, including:
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–
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macroeconomic, geopolitical and similar global factors in the cyclical Automotive industry;
|
|
–
|
increasing U.S. and global competition, including with non-traditional entrants;
|
|
–
|
our ability to effectively manage new product launches and research and development, and the market acceptance of such products and technologies;
|
|
–
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the evolution and recent challenges of the automotive industry towards electric vehicles, autonomous vehicles and mobility on demand services, and related consumer behaviors and preferences;
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|
–
|
our ability to convert automotive new business awards into product revenues;
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|
–
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the recent supply-constrained environment, and inflationary and other cost pressures;
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|
–
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the production levels of our major customers and OEMs in our key markets and sudden fluctuations in such production levels;
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|
–
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our business in China, which is subject to unique operational, competitive, regulatory and economic risks;
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|
–
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the impact of our global operations, including our global supply chain, operations within Ukraine, and foreign currency and exchange risk;
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|
–
|
the impact of global economic and trade policies, including increases in duties, tariffs and taxation on the import or export of our products related to U.S. trade disputes;
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|
–
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our ability to attract and retain highly skilled employees and wage inflation;
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|
–
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a tightening labor market, labor shortages or work stoppages impacting us, our customers or our suppliers, such as recent labor strikes among certain OEMs and suppliers;
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–
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our achievement of product cost reductions to offset customer-imposed price reductions or other pricing pressures;
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–
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our product quality and safety and impact of product safety recalls and alleged defects in products;
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–
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our ability to execute efforts to optimize our global supply chain and manufacturing footprint, including opening new facilities and transferring production;
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–
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our ability to integrate our recent acquisitions and realize synergies, as well as to consummate additional strategic acquisitions, investments and exits, and achieve planned benefits;
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|
–
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any security breaches and other disruptions to our information technology networks and systems, as well as privacy, data security and data protection risks, including risks associated with use of
artificial intelligence capabilities in our business operations;
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|
–
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any loss or insolvency of our key customers and OEMs, or key suppliers;
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|
–
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our ability to project future sales volume based on third-party information, based on which we manage our business;
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–
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the protection of our intellectual property in certain jurisdictions;
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|
–
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our compliance with global anti-corruption laws and regulations;
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–
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legal and regulatory proceedings and claims involving us or one of our major customers;
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|
–
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the extensive regulation of our patient temperature management business;
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|
–
|
risks associated with our manufacturing processes;
|
|
–
|
the effects of climate change and catastrophic events, as well as regulatory and stakeholder-imposed requirements to address climate change and other sustainability issues;
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|
–
|
our product quality and safety;
|
|
–
|
our borrowing availability under our revolving credit facility, as well ability to access the capital markets, to support our planned growth;
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|
–
|
our indebtedness and compliance with our debt covenants; and
|
|
–
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other risks, uncertainties and other factors set forth in “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for 2023, and subsequent reports filed with or furnished to the U.S.
Securities and Exchange Commission.
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In addition, with reasonable frequency, we have entered into business combinations, acquisitions, divestitures, strategic investments and other significant transactions. Such
forward-looking statements do not include the potential impact of any such transactions that may be completed after the date hereof, each of which may present material risks to our business and financial results.
Except as required by law, we expressly disclaim any obligation or undertaking to update any forward-looking statements to reflect any change in our expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is based.
Section 16(a) of the Exchange Act requires our directors, our executive officers and persons who beneficially own more than 10% of a registered class of our equity securities (“insiders”)
to file reports with the SEC regarding their pecuniary interest in our equity securities and any changes thereto. Three transactions reported on a Form 4 filed on February 25, 2025 for Phillip Eyler involving the withholding of shares
of our common stock upon the vesting of RSUs was filed after the required deadline of January 3, 2025, and one holding reported on a Form 3 filed on January 2, 2025 for Leo Wang was filed after the required deadline of December 26, 2024
and was then subsequently amended via a Form 3/A that was filed on January 10, 2025 to report ownership of shares that had been omitted from the original Form 3 filing. Based on our review of the insiders’ forms filed with the SEC
during 2024 and representations made by the directors and executive officers, all other transactions were timely reported.
We will bear the entire cost of preparing, assembling, and mailing the proxy materials. We may supplement our solicitation of proxies by mail with telephone, e-mail or personal
solicitation by our officers or other regular employees. We will not pay any additional compensation to any of our employees for their supplemental solicitation services. We have requested banks, brokers and other nominees to forward
the proxy materials to, and to obtain proxies from, the beneficial owners and we will reimburse such record holders for their reasonable out-of-pocket expenses in doing so upon request.
Under SEC rules, if a shareholder wants us to include a proposal in our proxy statement and form of proxy for presentation at our 2026 annual meeting of shareholders (pursuant to Rule
14a-8 of the Exchange Act), we must receive the proposal at our principal executive office (Corporate Secretary, Gentherm Incorporated, 28875 Cabot Drive, Novi, MI 48377) by the close of business on November 26, 2025 (because November
27, 2025 is a federal holiday and therefore not a business day). As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included.
Any shareholder director nomination or proposal of other business intended to be presented for consideration at the 2026 annual meeting, but not intended to be considered for inclusion in
our proxy statement and form of proxy relating to such meeting (i.e., not pursuant to Rule 14a- 8 of the Exchange Act), must be received by us at the address stated above not less than 90 days and not more than 120 days before the first
anniversary of the date of the 2025 annual meeting. Therefore, such notice must be received between January 8, 2026 and the close of business on February 6, 2026 (since February 7 is not a business day) to be considered timely. However,
if our 2026 annual meeting occurs more than 30 days before or 60 days after May 8, 2026, we must receive nominations or proposals (A) not later than the close of business on the later of the 90th day prior to the date of the 2026 annual
meeting or the 10th day following the day on which public announcement is made of the date of the 2026 annual meeting, and (B) not earlier than the 120th day prior to the 2026 annual meeting.
The above-mentioned proposals must also comply with our Bylaws and the proxy solicitation rules of the SEC and Nasdaq, including but not limited to the information requirements set forth in our Bylaws. In
addition, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19(b) of the Exchange Act, to the extent applicable. We
reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with the foregoing and other applicable requirements.
The Company has elected to send a single copy of the Internet Notice or, to the extent a paper copy is requested, a single copy of the annual report and proxy statement to any household at which two or more
shareholders reside unless one of the shareholders at such address provides notice that he or she desires to receive individual copies. This “householding” practice reduces the Company’s printing and postage costs. Shareholders may
request to discontinue or re-start householding, or request a separate copy of the 2024 annual report to shareholders and this proxy statement, as follows:
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–
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If you hold your common shares through a bank, broker or other nominee, you should contact such record holder directly.
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–
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If you are a shareholder of record, you should contact Computershare, P.O. Box 30170, College Station, TX 77842-3170 or (800) 962-4284.
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The Company undertakes to deliver promptly, upon written or oral request, a separate copy of the Internet Notice and, if applicable, copies of such additional proxy
materials to a shareholder that previously elected to receive a single copy of materials with one or more other shareholders.
Copies of the 2024 annual report to shareholders (excluding certain exhibits or documents incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2024)
are available to shareholders at no charge upon written request to: Corporate Secretary, Gentherm Incorporated, 28875 Cabot Drive, Novi, MI 48377 or at
https://ir.gentherm.com/
under the “Financial Info – Annual Reports” tab.
The content of our website or the websites of other third parties noted herein are not incorporated by reference in this proxy statement.
************
Your cooperation in giving this matter your immediate attention and in voting your proxies promptly is appreciated.
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By Order of the Board of Directors
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Wayne Kauffman
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Senior Vice President, General Counsel and Secretary
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TABLE OF CONTENTS
PROXY SUMMARYPROPOSAL NO. 1ELECTION OF DIRECTORSBoard LeadershipDirector Skills, Experience, Qualifications and DiversityDirector Recruitment and Board Refreshment2025 Director NomineesDirector IndependenceDIRECTOR COMPENSATIONCORPORATE GOVERNANCEKey Policies and PracticesStanding Committees of the BoardBoard and Board Committees Deeply Focused on Overseeing Risk ManagementSustainability and Social ResponsibilityHuman Capital Management and Corporate CultureShareholder EngagementShareholder Communication with the BoardEXECUTIVE OFFICERSPROPOSAL NO. 2ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATIONSHAREHOLDER LETTER FROM CTCCOMPENSATION DISCUSSION AND ANALYSISExecutive Summary2024 Compensation Determinations2025 Initial Compensation DecisionsProcess for Making Compensation DeterminationsAdditional Compensation PoliciesCOMPENSATION AND TALENT COMMITTEE REPORTNAMED EXECUTIVE OFFICER COMPENSATION TABLESSummary Compensation Table for 2024, 2023 and 2022