DEF 14A of Gentherm Inc
Filed Mar 27, 20250001140361-25-010582
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
| Grants of Plan-Based Awards in 2024 | 82 | | Outstanding Equity Awards at December 31, 2024 | 85 | | Option Exercises and Stock Vested in 2024 | 86 | | Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans for 2024 | 86 |
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
| Potential Payments Upon Termination or Change in Control at December 31, 2024 | 87 | | Pay Versus Performance | 91 | | CEO Pay Ratio | 97 | | RELATED PERSON TRANSACTIONS | 99 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 100 | | PROPOSAL NO. 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 | 102 | | AUDIT COMMITTEE REPORT | 104 | | AUDIT COMMITTEE MATTERS | 106 | | Pre-Approval Policies and Procedures | 106 | | Independent Registered Public Accounting Firm Fees | 106 | | ABOUT THE ANNUAL MEETING | 107 | | ADDITIONAL INFORMATION | 111 | | Equity Compensation Plans | 111 | | Forward-Looking Statements | 111 | | Delinquent Section 16(A) Reports | 112 | | Solicitation by Board; Expenses | 112 | | Requirements for Submission of Shareholder Proposals and Nominations for 2026 Annual Meeting | 113 | | Householding For Shareholders Sharing The Same Address | 113 | | Availability for 2024 Annual Report to Shareholders | 113 |
2024 Equity Awards – Target PSUs (Weighted as $ of Grant Value)
| Audit Fees | 106 | Pay Versus Performance | 91 | | Board Leadership | 14 | Peer Group | 74 | | CEO Pay Ratio | 97 | Required Approvals for Proposals | 110 | | Clawback Policy | 75 | Risk Oversight of Board | 40 | | Director Attendance | 34 | Securities Trading Policy; Limits on Hedging and Pledging | 34; 75 | | Director Nominee Backgrounds | 19 | Standing Committees of the Board | 34 | | Director Diversity, Age and Tenure | 15 | Stock Ownership Guidelines – Directors | 30 | | Director Independence | 28 | Stock Ownership Guidelines – Officers | 74 | | Director Qualifications | 15 | Succession Planning | 42 | | Elements of Compensation | 62 | Sustainability and Social Responsibility | 43 | | Human Capital Management | 45 | Target Pay Mix | 60 |
2025 DIRECTOR NOMINEES
2025 DIRECTOR NOMINEES
2025 DIRECTOR NOMINEES
| | | 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) | | |
2025 DIRECTOR NOMINEES
| | | 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) | | |
2025 DIRECTOR NOMINEES
| | | 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) | | |
2025 DIRECTOR NOMINEES
| | | Laura Kowalchik Age: 56 • Director Since: 2023 • Independent | | Committee(s): • Audit | | Ms. Kowalchik has substantial experience and expertise in leading finance, operations, M&A 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 | | |
2025 DIRECTOR NOMINEES
| | | 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 | | | | R&D 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) | | |
2025 DIRECTOR NOMINEES
| | | 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 | | |
2025 DIRECTOR NOMINEES
| | | 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. | | | Automotive | | | | Financial & Accounting | | | | Global Management | | | | Public Company | | | | R&D and Commercialization of Technologies | | | | Senior Leadership | | | Other Public Board Services: (within last 5 years) • None | | |
2025 DIRECTOR NOMINEES
| | | 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. | | | Automotive | | | | Global Management | | | | Human Resources | | | | Public Company | | | | Senior Leadership | | | Other Public Board Services: (within last 5 years) • Powell Industries, Inc. (2022–Present) | | |
2025 DIRECTOR NOMINEES
| | | 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 R&D 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 A&M University. | | | Automotive | | | | Financial & Accounting | | | | Global Management | | | | Medical | | | | Public Company | | | | R&D and Commercialization of Technologies | | | | Senior Leadership | | | Other Public Board Services: (within last 5 years) • McKesson Corporation (2019–2021) | | |
2025 DIRECTOR NOMINEES
DIRECTOR INDEPENDENCE 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. Director Compensation 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
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 $20,000, effective as of the 2024 annual meeting. The following table sets forth the compensation program for non-employee directors in 2024.
2024 Director Compensation
| Annual Cash Retainer For Board Service: | ($) | | 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 | $135,000 |
2024 Director Compensation
Consistent with historical practice, the annual cash retainers were paid to all of the directors in advance immediately following the 2024 annual meeting of shareholders. The restricted stock awards to existing directors were granted on the date of the 2024 annual meeting of shareholders. The number of shares of restricted stock granted to each non-employee director in 2024 was determined by dividing the target dollar value of each restricted stock award by the per share closing price of our common stock on the grant date. The equity retainer vests on the earlier of the first anniversary of the grant date or the date of the next annual meeting of shareholders. A director will forfeit their restricted stock in the event of termination of service as a non-employee director of the Company before the first anniversary of the grant date. However, in the event of a director termination due to death, disability or retirement, the Compensation and Talent Committee may accelerate the vesting of all or a portion of the restricted stock in its discretion at any time. During the restricted period, the restricted stock entitles the participant to all of the rights of a shareholder, including the right to vote the shares. Before the end of the restricted period, a participant may not sell, assign, pledge, or otherwise dispose of or hypothecate such person’s restricted stock. The Company does not provide any perquisites to directors but does reimburse directors for out-of-pocket expenses incurred in attending Board and Board Committee meetings, as well as for director onboarding and continuing training related to service for the Company and Board.
2024 Director Compensation Table
2024 Director Compensation Table The table below sets forth the compensation of each non-employee director in 2024.
2024 Director Compensation Table
| Name | Fees Earned Or Paid In Cash ($) (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 |
2024 Director Compensation Table
| (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. |
2024 Director Compensation Table
| (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. |
2024 Director Compensation Table
| (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. |
2024 Director Compensation Table
At December 31, 2024, each continuing non-employee director held 2,662 shares of unvested restricted stock.
Director Compensation Limit
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.
Employee Health and Safety
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. SHAREHOLDER ENGAGEMENT 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. SHAREHOLDER COMMUNICATION WITH THE BOARD 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. EXECUTIVE OFFICERS 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.
Employee Health and Safety
| Name | Age | Title |
Employee Health and Safety
| William T. Presley | 55 | President and Chief Executive Officer |
Employee Health and Safety
| Rafael Barkas | 54 | Senior Vice President, Global Operations and Supply Chain |
Employee Health and Safety
| Jonathan Douyard | 45 | Executive Vice President, Chief Financial Officer and Treasurer |
Employee Health and Safety
| Wayne Kauffman | 55 | Senior Vice President, General Counsel and Secretary, Senior Vice President, Corporate Strategy |
Employee Health and Safety
| Barbara J. Runyon | 54 | Senior Vice President, Chief Human Resources Officer |
Employee Health and Safety
| Thomas Stocker | 54 | Senior Vice President and General Manager, Europe Automotive |
Employee Health and Safety
| Vishnu Sundaram | 42 | Senior Vice President, Chief Technology Officer |
Employee Health and Safety
| Leo Wang | 45 | Vice President and General Manager, Asia Automotive Managing Director, Asia |
Employee Health and Safety
| Jaymi Wilson | 48 | Senior Vice President and General Manager, North America Automotive, Global Sales and Marketing |
Employee Health and Safety
| | | | | 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. |
Employee Health and Safety
| | | | | 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. |
Employee Health and Safety
| | | | | 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. |
Employee Health and Safety
| | | | | 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. |
Employee Health and Safety
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.
Employee Health and Safety
| | 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 |
Employee Health and Safety
SHAREHOLDER LETTER FROM CTC 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.
Employee Health and Safety
| • | 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. |
Employee Health and Safety
| • | 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. |
Employee Health and Safety
| • | In December, we announced that Hui (Helen) Xu, General Manager Asia Automotive, departed the Company following the completion of her foreign secondment assignment. |
Employee Health and Safety
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:
Employee Health and Safety
| • | Mr. Anversa did not receive severance and related benefits in connection with his voluntary resignation. |
Employee Health and Safety
| • | 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. |
Employee Health and Safety
| • | 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. |
Employee Health and Safety
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:
Employee Health and Safety
| • | 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. |
Employee Health and Safety
| • | Jonathan Douyard was appointed as Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective on January 1, 2025. |
Employee Health and Safety
| • | Leo Wang, the Company’s Country Manager, China, was promoted to the Company’s General Manager, Asia Automotive, effective on December 14, 2024. |
Employee Health and Safety
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.
Employee Health and Safety
| The Compensation and Talent Committee | | John Stacey, Chair | | Charles Kummeth | | Betsy Meter |
Employee Health and Safety
COMPENSATION DISCUSSION AND ANALYSIS
Nonqualified Deferred Compensation
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
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) |
Narrative Discussion Of Grants Of Plan-Based Awards In 2024
Narrative Discussion Of Grants Of Plan-Based Awards In 2024
Change Of Control/Severance Payment Table – Stocker, Wilson and Runyon
| Executive | Payments Upon Termination | Termination without Cause or for Good Reason ($) | Change in Control Plus Termination Without Cause or For Good Reason ($) |
PAY VERSUS PERFORMANCE
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
Pay Versus Performance Table
Pay Versus Performance Table
| Value Of Initial Fixed $100 Investment Based On: |
Pay Versus Performance Table
| Year | Summary Compensation Table Total For PEO ($)(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) |
Pay Versus Performance Table
| 2024 | 6,316,439 | (1,929,161) | 2,245,511 | 1,010,140 | 89.94 | 80.91 | 64.9 | 182.9 | | 2023 | 7,572,491 | 3,969,782 | 2,141,593 | 1,831,339 | 117.95 | 104.54 | 40.3 | 180.6 | | 2022 | 5,408,566 | (1,128,864) | 1,505,277 | 520,649* | 147.08 | 104.59 | 24.4 | 129.8 | | 2021 | 5,972,977 | 10,669,937 | 1,470,524 | 1,525,029 | 195.76 | 142.18 | 93.4 | 157.0 | | 2020 | 4,320,573 | 10,386,393 | 1,437,158 | 2,363,731 | 146.92 | 117.51 | 59.7 | 139.9 |
Pay Versus Performance Table
| (1) Reflects the amount reported in the “Total” column of the Summary Compensation Table for our Principal Executive Officer (“PEO”), Mr. Eyler, for each corresponding year. See “Named Executive Officer Compensation Tables – Summary Compensation Table for 2024, 2023 and 2022”. |
Pay Versus Performance Table
| (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. |
Pay Versus Performance Table
| Year | Reported Summary Compensation Table Total For PEO ($) | Less | Reported Value Of Equity Awards ($)(A) | Plus | Equity Award Adjustments ($)(B) | Equals | Cap For Peo ($) |
Pay Versus Performance Table
| 2024 | 6,316,439 | - | 4,938,265 | + | (3,307,335) | = | (1,929,161) | | 2023 | 7,572,491 | - | 4,694,643 | + | 1,091,934 | = | 3,969,782 | | 2022 | 5,408,566 | - | 3,499,553 | + | (3,037,877) | = | (1,128,864) | | 2021 | 5,972,977 | - | 3,801,502 | + | 8,498,462 | = | 10,669,937 | | 2020 | 4,320,573 | - | 2,650,016 | + | 8,715,836 | = | 10,386,393 |
Pay Versus Performance Table
| (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. |
Pay Versus Performance Table
| (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: |
Pay Versus Performance Table
| 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 ($) |
Pay Versus Performance Table
| 2024 | — | (295,174) | 296,386 | (3,308,547) | (3,307,335) | | 2023 | 3,514,950 | (1,595,072) | (827,944) | — | 1,091,934 | | 2022 | 3,301,437 | (4,762,949) | (1,576,365) | — | (3,037,877) | | 2021 | 4,220,264 | 3,095,408 | 1,182,790 | — | 8,498,462 | | 2020 | 5,177,167 | 2,644,193 | 894,476** | — | 8,715,836 |
Pay Versus Performance Table
| (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. |
Pay Versus Performance Table
| (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. |
Pay Versus Performance Table
| 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 ($) | | 2024 | 2,245,511 | - | 1,126,887 | + | (108,484) | = | 1,010,140 | | 2023 | 2,141,593 | - | 725,982 | + | 415,728 | = | 1,831,339 | | 2022 | 1,505,277 | - | 541,709 | + | (442,919) | = | 520,649* | | 2021 | 1,470,524 | - | 546,528 | + | 601,033 | = | 1,525,029 | | 2020 | 1,437,158 | - | 459,696 | + | 1,386,269 | = | 2,363,731 |
Pay Versus Performance Table
| (a) See note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments for the other NEOs as a group (excluding Mr. Eyler) are as follows: |
Pay Versus Performance Table
| Year | Average Year End Fair Value Of Equity Awards Granted In The Year And Outstanding And Unvested At Year End ($) | 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 | 389,715 | (112,465) | 17,474 | (403,208) | (108,484) | | 2023 | 715,503 | (182,326) | (117,449) | — | 415,728 | | 2022 | 511,662 | (722,490) | (232,091) | — | (442,919) | | 2021 | 501,219 | 364,738 | 65,858 | (330,782) | 601,033 | | 2020 | 925,406 | 457,209 | 3,654 | — | 1,386,269 |
Pay Versus Performance Table
| (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. |
Pay Versus Performance Table
| (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. |
Pay Versus Performance Table
| (7) Amounts reflect the net income as reported in the Company’s audited consolidated financial statements for the applicable year. |
Pay Versus Performance Table
| (8) 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, unrealized currency gain or loss, and unrealized revaluation of derivatives. Beginning in 2023, the Company excluded the impact of non-cash stock-based compensation from Adjusted EBITDA results; prior years have not been restated. We may calculate Adjusted EBITDA differently in future years. |
Pay Versus Performance Table
*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.
Analysis Of Information Presented In The Pay Versus Performance Table
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.
CEO PAY RATIO
CEO PAY RATIO
Pay Ratio
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.