DEF 14A of Gentherm Inc
Filed Apr 1, 2026 · FY20250001140361-26-012756
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
| Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans for 2025 | 59 | | Potential Payments Upon Termination or Change in Control at December 31, 2025 | 60 | | Pay Versus Performance | 65 | | CEO Pay Ratio | 69 | | RELATED PERSON TRANSACTIONS | 71 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 72 | | PROPOSAL NO. 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR | 73 | | AUDIT COMMITTEE REPORT | 75 | | AUDIT COMMITTEE MATTERS | 77 | | PROPOSAL NO. 4—AMENDMENT TO THE GENTHERM INCORPORATED 2023 EQUITY INCENTIVE PLAN | 78 | | Proposed Amendment | 79 | | Summary of the 2023 Equity Plan, as Proposed to be Amended | 81 | | Federal Income Tax Consequences | 85 | | Equity Compensation Plans | 87 | | Interests of Directors and Executive Officers; New Plan Benefits | 87 | | ABOUT THE ANNUAL MEETING | 88 | | ADDITIONAL INFORMATION | 92 | | Forward-Looking Statements | 92 | | Delinquent Section 16(a) Reports | 92 | | Solicitation by Board; Expenses | 92 | | Requirements for Submission of Shareholder Proposals and Nominations for 2027 Annual Meeting | 92 | | Householding for Shareholders Sharing the Same Address | 93 | | Availability for 2025 Annual Report to Shareholders | 93 | | APPENDIX A—FIRST AMENDMENT TO 2023 EQUITY PLAN | 94 | | APPENDIX B—2023 EQUITY PLAN, AS AMENDED | 95 |
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
| Topic | Page | | Audit Fees | 77 | | Board Leadership | 4 | | CEO Pay Ratio | 69 | | Clawback Policy | 50 | | Director Attendance | 20 | | Director Independence, Age and Tenure | 6; 13 | | Director Nominee Backgrounds | 8 | | Director Skills and Experience | 6 | | Elements of Compensation | 38 | | Pay Versus Performance | 65 |
2026 DIRECTOR NOMINEES
2026 DIRECTOR NOMINEES
2026 DIRECTOR NOMINEES
| Committee(s): - Nominating and Corporate Governance (Chair) - Technology Other Public Board Services: (within last 5 years) - Somfy S.A. (2017–2022) - Navya (2022) | Sophie Desormière Age: 59 • Director Since: 2012 • Independent Professional Experience • Former Chief Growth Officer, Aliaxis Group SA/NV (2023–2025) • Chief Executive Officer, NAVYA (2022–2023) • Chief Executive Officer, AALPS Capital (2018–2021) • General Manager Marketing and 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. | Director Qualifications | | | | | | Automotive | | | | | Financial and Accounting | | | | | Global Management | | | | | Public Company | | | | | Senior Leadership | | | | • Broad experience in product planning, product development and market analysis, which assists the Company in its development of long-term product strategies. • Developed skills while working at and serving on the board of global companies with significant European operations, which 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. | |
2026 DIRECTOR NOMINEES
| Committee(s): - Audit - Mergers and Acquisitions - Technology Other Public Board Services: (within last 5 years) - Littelfuse, Inc. (2017–2025) | David (Dave) Heinzmann Age: 62 • Director Since: 2020 • Independent Professional Experience • Retired | Littelfuse, Inc. (1985–2025) – President and Chief Executive Officer (2017–2025) – Served as a member of the board of directors – Chief Operating Officer (2014–2017) – Vice President, Global Operations (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. | Director Qualifications | | | | | | Automotive | | | | | Financial and Accounting | | | | | Global Management | | | | | Public Company | | | | | Senior Leadership | | | | • Extensive executive management and operational expertise, particularly in the automotive industry and regarding global manufacturing. • Expertise in strategic planning, risk management, public reporting considerations and public company governance. | |
2026 DIRECTOR NOMINEES
| 8 | 2026 PROXY STATEMENT |
2026 DIRECTOR NOMINEES
| Committee(s): - Audit (Audit Committee Financial Expert) - Mergers and Acquisitions Other Public Board Services: (within last 5 years) - InfuSystem Holdings, Inc. (2024–Present) - T.I. Fluid Systems (2020–2023) | Ronald (Ron) Hundzinski Chair • Age: 67 • Director Since: 2016 • Independent Professional Experience • Retired | Chief Financial Officer and Executive Director, TI Fluid Systems (2020–2023) • Executive Vice President of Finance, Tenneco Inc. (2018–2019) • BorgWarner, Inc. (2005–2018) – Executive Vice President and Chief Financial Officer (2012–2018) – Treasurer (2011–2012) – Controller (2010–2011) – Other finance roles (2005-2010) 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. | Director Qualifications | | | | | | Automotive | | | | | Financial and Accounting | | | | | Global Management | | | | | Public Company | | | | | Senior Leadership | | | | • Understands the key operational, strategic and financial issues of the Company from experience as an executive and director of public and private companies in the automotive industry, including multiple large, global automotive suppliers. • Provides unique, real-time advice on critical industry matters. • Significant finance and accounting expertise. | |
2026 DIRECTOR NOMINEES
| Committee(s): - Audit (Audit Committee Financial Expert) - Compensation and Talent Other Public Board Services: (within last 5 years) - None | Laura Kowalchik Age: 57 • Director Since: 2023 • Independent 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 and Treasurer, Urban Science (2014–2018) • Vice President, Corporate Controller and Chief Accounting Officer, Kaydon Corporation (2010–2014) • Various Senior Financial Roles, International Automotive Suppliers (1998–2010) - 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. | Director Qualifications | | | | | | Automotive | | | | | Financial and Accounting | | | | | Global Management | | | | | Public Company | | | | | Senior Leadership | | | | • 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. • Significant senior leadership experience for global companies. • Held significant roles with expertise in finance, accounting and financial reporting. | |
2026 DIRECTOR NOMINEES
| 9 | 2026 PROXY STATEMENT |
2026 DIRECTOR NOMINEES
| Committee(s): - Compensation and Talent - Mergers and Acquisitions (Chair) - Technology Other Public Board Services: (within last 5 years) - Quantum-Si, Inc. (2024–Present) - Orthofix Medical, Inc. (2023–Present) - Bio-Techne Corp. (2023–2024) | Charles (Chuck) Kummeth Age: 65 • Director Since: 2018 • Independent Professional Experience • Senior Advisor, New Mountain Capital Group, L.P. (2024–Present) • Retired | President and Chief Executive Officer, Bio-Techne Corporation (2013–2024) – Served as a member of the board of directors • Thermo Fisher Scientific Inc. (2009–2013) – President, Mass Spectrometry and Chromatography (2011–2013) – President, Laboratory Consumables Division (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. | Director Qualifications | | | | | | Medical | | | | | Financial and Accounting | | | | | Global Management | | | | | Public Company | | | | | R&D and Commercialization of Technologies | | | | | Senior Leadership | | | | • Significant experience in the medical industry, including mergers and acquisitions and new technology commercialization. • Extensive leadership experience, including as President and Chief Executive Officer of a public company and as a director of multiple public companies, including governance, shareholder engagement and risk management. | |
2026 DIRECTOR NOMINEES
| Committee(s): - Audit (Chair) (Audit Committee Financial Expert) - Compensation and Talent Other Public Board Services: (within last 5 years) - None | Elizabeth (Betsy) Meter Age: 65 • Director Since: 2021 • Independent 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. | Director Qualifications | | | | | | Automotive | | | | | Financial and Accounting | | | | | Global Management | | | | | Senior Leadership | | | | • 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. | |
2026 DIRECTOR NOMINEES
| 10 | 2026 PROXY STATEMENT |
2026 DIRECTOR NOMINEES
| Committee(s): - None Other Public Board Services: (within last 5 years) - None | William (Bill) Presley Age: 56 • Director Since: 2025 • Not-Independent Professional Experience • President and Chief Executive Officer, Gentherm (2025–Present) – Leads the Company and serves on the Board • Aptiv PLC (2019–2024) – Vice Chairman and Chief Operating Officer (2023–2024) – Oversaw and managed all operations and functions of Aptiv’s business – SVP and President, Signal and Power Solutions (2020–2022) – President, Electrical Distribution Systems (2019–2020) • Vice President and 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. | Director Qualifications | | | | | | Automotive | | | | | Financial and Accounting | | | | | Global Management | | | | | Public Company | | | | | R&D and Commercialization of Technologies | | | | | Senior Leadership | | | | • Responsible for our strategic direction and operational leadership, with extensive knowledge of the day-to-day operations of our business. • Substantial global experience in the automotive industry, including operations, engineering and manufacturing expertise and holds multiple patents in the industry. • Significant management experience for automotive public companies. | |
2026 DIRECTOR NOMINEES
| Committee(s): - Compensation and Talent (Chair) - Nominating and Corporate Governance Other Public Board Services: (within last 5 years) - Powell Industries, Inc. (2022–Present) | John Stacey Age: 60 • Director Since: 2018 • Independent Professional Experience • Chief Human Resources Officer, Eyecare Business (2026-Present) • Harman International Industries, Inc. (2008–2023) – Senior Advisor (2022–2023) – Executive Vice President and Chief Human Resources Officer (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. | Director Qualifications | | | | | | Automotive | | | | | Global Management | | | | | Human Resources | | | | | Public Company | | | | | Senior Leadership | | | | • Broad human resources experience in multi-national environments. • Specific experience in the automotive industry provides insight for managing and enhancing skills of our workforce, and cultivating new talent. • Extensive background in executive compensation and incentive programs. | |
2026 DIRECTOR NOMINEES
| 11 | 2026 PROXY STATEMENT |
2026 DIRECTOR NOMINEES
| Committee(s): - Technology (Chair) - Nominating and Corporate Governance Other Public Board Services: (within last 5 years) - TE Connectivity plc (2025-present) - McKesson Corporation (2019–2021) | Kenneth (Ken) Washington Age: 65 • Director Since: 2023 • Independent Professional Experience • Retired | Senior Vice President, Chief Technology and Innovation Officer, Medtronic plc (2023–2025) • Vice President of Software Engineering, Consumer Robotics, Amazon Lab126 (2021–2023) • Ford Motor Company (2014–2021) – Chief Technology Officer (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. | Director Qualifications | | | | | | Automotive | | | | | Financial and Accounting | | | | | Global Management | | | | | Medical | | | | | Public Company | | | | | R&D and Commercialization of Technologies | | | | | Senior Leadership | | | | • Substantial experience and expertise in leading technology development for global companies across industries, including automotive. • Significant knowledge of cybersecurity, compliance and general risk management. • Unique and valuable insights regarding strategic planning and governance of high-growth, technology-focused companies. | |
2026 DIRECTOR NOMINEES
| 12 | 2026 PROXY STATEMENT |
2026 DIRECTOR NOMINEES
DIRECTOR INDEPENDENCE Eight of Nine Directors are Independent; All Board 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, Ms. Kowalchik, Mr. Kummeth, Ms. Meter, 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. 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 former roles as Chief Executive Officer and a director (prior to his retirement in 2025) 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.
2026 DIRECTOR NOMINEES
| 13 | 2026 PROXY STATEMENT |
2026 DIRECTOR NOMINEES
Director Compensation Our non-employee director compensation program 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 approve 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.
2025 Director Compensation
2025 Director Compensation A Continuation of Historical Program Design Our non-employee directors receive a combination of an annual cash retainer and an annual equity retainer. In November 2023, the Compensation and Talent Committee reviewed the non-employee director compensation program against peer group benchmarking data, general industry data and related analyses presented by Meridian, its compensation consultant, and approved revisions that were effective as of the 2024 annual meeting. Consistent with its approach of reviewing the non-employee director compensation program every other year, the Compensation and Talent Committee did not review such program against peer or market data for 2025, and no changes were made. The following table sets forth the compensation program for non-employee directors in 2025.
2025 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 – Restricted Stock | $135,000 |
2025 Director Compensation
Consistent with historical practice, the annual cash retainers were paid to all of the directors in advance immediately following the 2025 annual meeting of shareholders. The restricted stock awards to existing directors were granted on the date of the 2025 annual meeting of shareholders. The number of shares of restricted stock granted to each non-employee director in 2025 was determined by dividing the target dollar value of each restricted stock award by the per share closing price of our common stock on the grant date. The equity retainer vests on the earlier of the first anniversary of the grant date or the date of the next annual meeting of shareholders. A director will forfeit the restricted stock in the event of termination of service as a non-employee director of the Company before the vesting date. However, in the event of a director termination due to death, disability or retirement, the Compensation and Talent Committee may accelerate the vesting of all or a portion of the restricted stock in its discretion at any time. During the restricted period, the restricted stock entitles the participant to all of the rights of a shareholder, including the right to vote the shares. Before the end of the restricted period, a participant may not sell, assign, pledge, or otherwise dispose of or hypothecate such person’s restricted stock.
2025 Director Compensation
| 14 | 2026 PROXY STATEMENT |
2025 Director Compensation
The Company does not provide any perquisites to directors but does reimburse directors for out-of-pocket expenses incurred in attending Board and Board Committee meetings, as well as for director onboarding and continuing training related to service for the Board.
2025 Director Compensation Table
2025 Director Compensation Table The table below sets forth the compensation of each non-employee director in 2025.
2025 Director Compensation Table
| Name | Fees Earned Or Paid In Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Sophie Desormière | 108,500 | 134,995 | 243,495 | | Dave Heinzmann | 111,000 | 134,995 | 245,995 | | Ron Hundzinski | 183,500 | 134,995 | 318,495 | | Laura Kowalchik | 98,885 | 134,995 | 233,880 | | Chuck Kummeth | 116,000 | 134,995 | 250,995 | | Betsy Meter | 113,500 | 134,995 | 248,495 | | John Stacey | 108,500 | 134,995 | 243,495 | | Ken Washington | 103,885 | 134,995 | 238,880 |
2025 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 8, 2025 and (b) the pro rata portion of each director’s cash retainer for Board and Board Committee service paid on the date of the 2025 annual meeting of shareholders covering the period from May 8 to December 31, 2025. For Ms. Kowalchik and Mr. Washington, the amounts reflect a pro rata cash retainer for Board Committee service covering the period from August 14 to December 31, 2025 in connection with their appointments to the Compensation and Talent Committee and Nominating and Corporate Governance Committee, respectively. |
2025 Director Compensation Table
| (2) Reflects restricted stock awards granted under 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 8, 2025, was $26.60. The Company does not pay fractional shares. |
2025 Director Compensation Table
At December 31, 2025, each continuing non-employee director held 5,075 shares of unvested restricted stock.
Director Compensation Limit
Director Compensation Limit The Gentherm Incorporated 2023 Equity Incentive Plan (the “2023 Equity Plan”) provides that the sum of any cash compensation for service as a non-employee director of the Company and the grant date fair value of all equity awards for service as a non-employee director of the Company will not exceed $600,000 in any calendar year for any individual non-employee director.
2025 NEO Compensation Program – Majority Of Target Compensation At Risk
| (2) Based on target grant values determined by the Committee, which were divided by the 30-trading day average closing price of our common stock ending on the day immediately preceding the grant date to determine the target PSUs and actual RSUs awarded. |
New Hire Compensation for CEO and CFO
New Hire Compensation for CEO and CFO Messrs. Presley and Douyard were newly appointed effective as of January 1, 2025. Messrs. Presley and Douyard each entered into an offer letter with the Company in the fourth quarter of 2024, which established each person’s target total direct compensation for 2025. In addition, each offer letter provided for make whole cash and equity compensation, which served as a partial replacement of foregoing a cash bonus and certain vesting and earning of equity awards from the prior employer. See “Named Executive Officer Compensation Tables–Narrative Discussion of Summary Compensation Table and Narrative Discussion Of Grants of Plan-Based Awards in 2025” for information regarding the make whole cash and equity compensation granted to Messrs. Presley and Douyard, including vesting and termination repayment provisions.
New Hire Compensation for CEO and CFO
| | 2025 Target Total Direct Compensation | | Make Whole Compensation(1) | | | | Name and Principal Position | Salary ($) | Target Bonus (% of Base Salary) | Annual Equity Grant Value ($)(2) | Bonus ($)(3) | RSU Grant Value ($)(4) | | Bill Presley President and Chief Executive Officer | 950,000 | 125 | 4,000,000 | 2,700,000 | 4,700,000 | | Jon Douyard Executive Vice President, Chief Financial Officer and Treasurer | 600,000 | 80 | 1,100,000 | 1,300,000 | 2,000,000 |
New Hire Compensation for CEO and CFO
| (2) Mr. Presley’s annual equity grant value was delivered in PSUs (target PSUs weighted at 70% of grant value) and RSUs (weighted at 30% of grant value). Mr. Douyard’s annual equity grant value was delivered in PSUs (target PSUs weighted at 60% of grant value) and RSUs (weighted at 40% of grant value). |
Summary of 2025 Target Compensation for Other NEOs
| BASE SALARY | ANNUAL BONUS | EQUITY AWARDS | | No changes in base salaries for other NEOs in 2025 | No changes in target bonus (as % of base salary) for other NEOs in 2025 | Set the target grant values for other NEOs to align with lower target grant values used in 2023 and to align with market |
2025 NEO Compensation Program Overview
| Fixed | Cash-based | Base Salary • Based on experience, responsibilities, market and internal pay equity • Annual review focused on merit, promotion and market | | | At Risk | | 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 (50%) • New Business Wins (30%) • Adjusted Free Cash Flow Conversion (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 grant value for equity awards • Three-year performance periods | Performance Components • Annual and Three-year Growth in Adjusted EBITDA Margin (75% of grant value of target PSUs) • Year-Over-Year Revenue Growth (25% 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 grant value for equity awards • Three-year ratable annual vesting | |
Senior Level Bonus Plan - Cash Bonus
Senior Level Bonus Plan - Cash Bonus Under the bonus plan for senior level management, including all executive officers, 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 (the “Senior Level Bonus Plan”). 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. 2025 SENIOR LEVEL BONUS PLAN. The Senior Level Bonus Plan for 2025 was approved by the Committee in March 2025 (the “2025 Senior Level Bonus Plan”). Pursuant to the 2025 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 operational goals for the full year. 2025 target bonuses (as a percentage of base salary) were set at 125% for Mr. Presley and 80% for Mr. Douyard upon their hirings and remained unchanged from the prior year at 70% for other NEOs. Each executive officer’s maximum bonus opportunity in 2025 was 200% of target bonus. In 2025, the Committee approved revisions to the annual incentive plan to revise the performance metrics utilized and to adjust the weighting of the performance metrics. Specifically, the Committee determined to replace the Revenue and Strategic Goal portions of the annual incentive plan with Adjusted Free Cash Flow Conversion and New Business Wins, respectively, to drive focus on converting earnings into cash available for investment and securing business for future growth. In setting target goals for each performance metric for 2025, the Committee substantially relied upon budget guidance as well as externally communicated guidance where applicable, each of which reflected significant uncertainty and challenges within the automotive industry and the macroeconomic environment generally. Specifically, in providing its initial external guidance for 2025 as of goal setting, management noted that the Company expected light vehicle production in its key markets would decrease at a low single digit rate compared to 2024, that its Adjusted EBITDA margin would be negatively impacted due to manufacturing footprint optimization projects during the year, and that there was significant uncertainty around potential changes to tariffs. 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.
Senior Level Bonus Plan - Cash Bonus
| 39 | 2026 PROXY STATEMENT |
Senior Level Bonus Plan - Cash Bonus
COMPANY PERFORMANCE METRICS. The three performance metrics reflect the Company’s focus on new business, cash flows and profitable operations.
Senior Level Bonus Plan - Cash Bonus
| | | | | ($ In Millions) | | | | | Metric | Weighting at Target (%) | Rationale | Period | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Previous Year Actual Unadjusted | | Adjusted EBITDA(1) | 50 | Supplemental measure of the Company’s operational performance | Full year goal | $168 | $180 | $195 | 2024: $182.9 | | New Business Wins(2) | 30 | Indication of future revenue | Full year goal | $1,500 | $2,000 | $2,500 | 2024: $2,400 | | Adjusted Free Cash Flow Conversion(3) | 20 | Supplemental measure of efficiently generating revenue and growing value | Full year goal | 26% | 30% | 37% | — |
Senior Level Bonus Plan - Cash Bonus
| (1) Adjusted EBITDA is defined as earnings (losses) 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, 2025 furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2026. |
Senior Level Bonus Plan - Cash Bonus
| (2) New Business Wins is defined as (i) for the Automotive business, the aggregate projected lifetime revenue of new Automotive business awards provided by customers to the Company in the performance period, with the value based on the price and volume projections received from each customer as of the award date, (ii) for the Medical business, Medical orders obtained within the performance period, and (iii) for the business in any other industry, the aggregate projected revenue of new awards provided by customers within the performance period. |
Senior Level Bonus Plan - Cash Bonus
| 40 | 2026 PROXY STATEMENT |
Senior Level Bonus Plan - Cash Bonus
| (3) Adjusted Free Cash Flow Conversion (as a percentage of Adjusted EBITDA) is defined as (i)(A) cash flow from (provided by) operating activities (excluding cash restructuring costs and other gains and losses not reflective of the Company’s ongoing operations) plus (B) proceeds from asset sales less (C) capital expenditures, divided by (ii) Adjusted EBITDA (as defined for the 2025 Senior Level Bonus Plan). The Company did not disclose this metric prior to 2025. |
Senior Level Bonus Plan - Cash Bonus
COMPANY FINANCIAL PERFORMANCE IN 2025. The Company’s achievement of the 2025 performance goals and the resulting payout for such weighted factor is set forth below.
Senior Level Bonus Plan - Cash Bonus
| – | Adjusted EBITDA (50% weighting) was $174.1 million, which corresponded to achievement between threshold and target and a 75.5% payout. |
Senior Level Bonus Plan - Cash Bonus
| – | New Business Wins (30% weighting) was $2,293.2 million, which corresponded to achievement between target and maximum and a 158.6% payout. |
Senior Level Bonus Plan - Cash Bonus
| – | Adjusted Free Cash Flow Conversion (20% weighting) was 50.3%, which corresponded to achievement above maximum and a 200% payout. |
Senior Level Bonus Plan - Cash Bonus
OBJECTIVE BONUS ADJUSTMENT POLICY. The Committee adopts an objective adjustment policy each year concurrent with approving the bonus plan to address the following unusual or extra-ordinary events (to the extent not already captured in the applicable definitions of the metrics), without limiting the Committee’s ability to apply adjustments in its discretion, under the bonus plan. The 2025 adjustment policy outlined a consistent and reasonable approach for the Committee’s decisions related to the following events: certain acquisitions, investments, ventures and divestitures not accounted for in establishing performance goals for the performance period nor in the definition of the applicable performance metric; restructuring costs; regulatory changes; accounting rule changes; changes in foreign exchange rates; and other items of an unusual nature that infrequently occur. In 2025, the only adjustments for the 2025 Senior Level Bonus Plan related to changes in foreign exchange rates in accordance with the policy. 2025 EARNED BONUS. The 2025 earned bonus for each NEO is set forth below.
Senior Level Bonus Plan - Cash Bonus
| Name | Base Salary ($)X | Bonus Target as % of Base Salary (%)X | Earned Bonus (%) | = | Earned Bonus ($) | | Bill Presley | 950,000 | 125 | 125.3 | | 1,487,938 | | Jon Douyard | 600,000 | 80 | 125.3 | | 601,440 | | Thomas Stocker(1) | 567,725 | 70 | 125.3 | | 497,952 | | Jaymi Wilson | 467,208 | 70 | 125.3 | | 409,788 | | Vishnu Sundaram | 484,100 | 70 | 125.3 | | 424,604 |
Senior Level Bonus Plan - Cash Bonus
| (1) Amounts reported in this table for Mr. Stocker were converted from Euros to U.S. Dollars using the 2025 average exchange rate of EUR 1 = 1.19 USD. |
Senior Level Bonus Plan - Cash Bonus
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.
Senior Level Bonus Plan - Cash Bonus
| 41 | 2026 PROXY STATEMENT |
Senior Level Bonus Plan - Cash Bonus
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 the 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. Generally, the size of the awards depends on the executive’s position and current salary, 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 2025 equity awards included 60% of grant value being delivered via target PSUs and 40% being delivered via RSUs for all NEOs excluding Mr. Presley. In 2025, Mr. Presley’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 three Company performance metrics, and any PSUs earned on any portion of the award vest after the three-year performance period.
Senior Level Bonus Plan - Cash Bonus
| 42 | 2026 PROXY STATEMENT |
Senior Level Bonus Plan - Cash Bonus
In 2025, the Committee approved a substantially similar PSU program as the prior year, except that the Committee determined to replace the Relative Revenue Growth performance metric with an absolute Revenue Growth performance metric, which continued to be weighted at 25%. The Committee believes this change will better reflect the Company’s ability to convert new business wins into revenue over the long-term, which better aligns the NEO PSU program with shareholder interests. The performance metrics align with our focus on overall sales growth, strong margins, profitable operations and relative stock price performance.
Senior Level Bonus Plan - Cash Bonus
| 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 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. All performance goals are established at the beginning of the performance period. The Committee pre-establishes annual performance goals for 2025 and 2027. In addition, growth targets are established for 2026 and 2027 using a “constant growth” model, under which each year’s target reflects a fixed growth rate applied to the prior year’s actual results. | | Year-over-year Revenue Growth | 25% | Measures the Company’s growth of absolute revenue over three years and reflects the Company’s ability to convert new business wins into revenue over the long-term. All performance goals are established at the beginning of the performance period. The Committee pre-establishes annual performance goals for 2025 and 2027. In addition, growth targets are established for 2026 and 2027 using a “constant growth” model, under which each year’s target reflects a fixed growth rate applied to the prior year’s actual results. | | 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 75th percentile or is below the 25th 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 2025 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, 2025) and the ending stock price is equal to the 20-trading day average closing price for the Common Stock on the last day of the performance period (December 31, 2027). |
Senior Level Bonus Plan - Cash Bonus
| 43 | 2026 PROXY STATEMENT |
Senior Level Bonus Plan - Cash Bonus
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 2025 Related TSR peer group was consistent with 2024 and has been generally consistent since it was first utilized in 2018.
Senior Level Bonus Plan - Cash Bonus
| 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. | |
Senior Level Bonus Plan - Cash Bonus
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. 2025 ANNUAL EQUITY TARGET GRANT VALUES. The Committee determined the target grant values for equity granted in 2025 primarily based on peer group or survey data for similar positions, retention needs and continued alignment with the strategic plan, as well as the executive’s current position and salary. Following a one-time increase in the target grant values for the NEOs in 2024, the Committee determined to set the target grant values for 2025 to the target levels established in 2023. The values listed below represent the target grant values approved by the Committee and differ from the actual grant date fair values reported in the Summary Compensation Table for 2025.
Senior Level Bonus Plan - Cash Bonus
| Element | Target PSUS Adjusted EBITDA Margin ($) | Target PSUS Absolute Revenue Growth ($) | RSUS ($) | Target Total Values ($) | | Bill Presley | 2,100,000 | 700,000 | 1,200,000 | 4,000,000 | | Jon Douyard | 495,000 | 165,000 | 440,000 | 1,100,000 | | Thomas Stocker | 315,000 | 105,000 | 280,000 | 700,000 | | Jaymi Wilson | 315,000 | 105,000 | 280,000 | 700,000 | | Vishnu Sundaram | 270,000 | 90,000 | 240,000 | 600,000 |
Senior Level Bonus Plan - Cash Bonus
The target grant 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 14, 2025, and the 30-trading day average closing price for our common stock ending on March 13, 2025 was $34.32.
Senior Level Bonus Plan - Cash Bonus
| 44 | 2026 PROXY STATEMENT |
Senior Level Bonus Plan - Cash Bonus
As a result, the number of target PSUs and actual RSUs awarded was as follows:
Senior Level Bonus Plan - Cash Bonus
| Element | Target PSUS Adjusted EBITDA Margin (#) | Target PSUS Absolute Revenue Growth (#) | RSUS (#) | | Bill Presley | 61,189 | 20,396 | 34,968 | | Jon Douyard | 14,423 | 4,808 | 12,822 | | Thomas Stocker | 9,178 | 3,059 | 8,160 | | Jaymi Wilson | 9,178 | 3,059 | 8,160 | | Vishnu Sundaram | 7,867 | 2,622 | 6,996 |
Senior Level Bonus Plan - Cash Bonus
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 2025 policy is set forth below:
Senior Level Bonus Plan - Cash Bonus
| – | Adjusted EBITDA and Revenue Growth. Adjusted EBITDA and Revenue Growth goals (including threshold, target and maximum goals) and Adjusted EBITDA and Revenue Growth achieved will be adjusted by the Committee to reflect the following items: acquisitions, investments and divestitures not accounted for in establishing performance goals for the performance period nor in the definition of the applicable performance metric (such transactions, “Qualifying Transactions”); restructuring costs; regulatory changes; accounting rule changes; and other items of an unusual nature that infrequently occur. In the event of an adjustment to reflect a Qualifying Transaction, restructuring cost or accounting rule change, the benefits and costs for such event will be excluded from (i) any performance goal for a completed or ongoing performance period, (ii) the calculation of actual performance and (iii) to the extent the performance metric is subject to the constant growth methodology, the performance goals to be established for future performance periods. In the event of an adjustment to reflect a regulatory change, the benefits and costs for such regulatory change will be excluded from (i) with respect to a performance goal subject to a one-year performance period, any performance goal, and the calculation of actual performance, for an ongoing performance period and (ii) with respect to a performance goal subject to a three-year performance period, any performance goal, and the calculation of actual performance, if such regulatory change is approved in the third year of the performance period, provided that no exclusions will be made if such regulatory change is approved in the first or second years of the performance period. In addition, 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. |
Senior Level Bonus Plan - Cash Bonus
| – | 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. |
Severance And Change In Control Benefits
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. See “Named Executive Officer Compensation Tables–Potential Payments Upon Termination or Change in Control” for information regarding the severance arrangements and benefits to the 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, 2025
PSU Awards Outstanding During The Year Ended December 31, 2025 The following PSU awards were outstanding during the year ended December 31, 2025, with the percentage representing the percentage of target grant value of the target PSUs:
PSU Awards Outstanding During The Year Ended December 31, 2025
| Award | Adjusted EBITDA Margin (75%) Performance Period | Absolute Revenue Growth (25%) Performance Period | | 2025 Award | Annual periods in 2025, 2026 and 2027 (each 25% weighted) and pre-established goal for year three ending 12/31/2027 (25% weighted)* | Annual periods in 2025, 2026 and 2027 (each 25% weighted) and pre-established goal for year three ending 12/31/2027 (25% weighted)* | | | *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 12/31/2027 | |
PSU Awards Outstanding During The Year Ended December 31, 2025
| 46 | 2026 PROXY STATEMENT |
PSU Awards Outstanding During The Year Ended December 31, 2025
| 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 goal for year three 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 | |
PSU Awards Outstanding During The Year Ended December 31, 2025
| 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 |
Determination Of Earned 2023 PSU Awards (Adjusted EBITDA, Relative Revenue Growth, Relative TSR AND ROIC)
Determination Of Earned 2023 PSU Awards (Adjusted EBITDA, Relative Revenue Growth, Relative TSR AND ROIC) As of the determination date by the Committee, 2023 PSUs were held by Mr. Stocker and Ms. Wilson. In the first quarter of 2026, the Committee determined that (i) 69.15% of the Target PSUs Adjusted EBITDA granted in 2023 were earned based on actual performance of $538.3 million, which was above threshold; (ii); 0% of the Target PSUs Relative Revenue Growth granted in 2023 were earned based on actual Relative Revenue Growth performance of (0.66)%, which was below threshold; (iii) 0% of the Target PSUs Relative TSR granted in 2023 were earned based on Relative TSR performance at the 9th percentile of the applicable Relative TSR peer group during the three-year performance period, which was below threshold; and (iv) 63.44% of the Target PSUs ROIC granted in 2023 were earned based on actual ROIC performance of 9.29%, which was above threshold. Such performance resulted in payouts for the applicable NEO as provided in the table below, and in total, the combined payout was 40.35% of target PSUs.
Determination Of Earned 2023 PSU Awards (Adjusted EBITDA, Relative Revenue Growth, Relative TSR AND ROIC)
| | Earned Adjusted EBITDA PSUs (#) | Earned Relative Revenue Growth PSUs (#) | Earned Relative TSR PSUs (#) | Earned ROIC PSUs (#) | | Thomas Stocker | 1,696 | — | — | 778 | | Jaymi Wilson | 1,696 | — | — | 778 |
Deferred Compensation Plan
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 2025 plan year.
2026 Senior Level Bonus Plan And Equity Award Design
2026 Senior Level Bonus Plan And Equity Award Design In March 2026, the Committee approved base salaries, target bonuses as a percentage of base salary and target equity grant values for the NEOs for 2026 without change from the 2025 target total direct compensation. The Committee determined that the target bonuses and target equity grant values for 2025 remain aligned with market data and that, combined with other relevant factors, no increase was necessary. Furthermore, following several years of refining the Company’s NEO compensation program design, the Committee determined that the compensation program design for 2025 sufficiently aligned NEO compensation with shareholder interests and the Company’s strategic focus areas. As such, the only plan design change made by the Committee was to increase the weighting of the Adjusted Free Cash Flow Conversion metric in the 2026 Senior Level Bonus Plan from 20% to 30% and to decrease the weighting of the New Business Wins from 30% to 20%. No other design changes were made to the incentive plans for 2026, including the performance metrics and weighting thereunder. The Committee intends to continue to evaluate the NEO compensation program and will make any changes as it determines appropriate in the future. PROCESS FOR MAKING COMPENSATION DETERMINATIONS
Continuing Use of Independent Third-Party Consultant
Continuing Use of Independent Third-Party Consultant The Committee re-engaged Meridian as its independent compensation consultant for the 2025 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; benchmark peer and market data to inform negotiations with Messrs. Presley and Douyard in establishing their compensation arrangements through the offer letters; assist with the Committee’s compensation risk assessment; provide information regarding general compensation market trends; and provide advice regarding the proposed Amendment to the 2023 Equity Plan. See “Proposal No. 4— Amendment To The Gentherm Incorporated 2023 Equity Incentive Plan” for additional information regarding Meridian’s services related to the Amendment.
Use Of Peer and Survey Data To Ensure Reasonable Compensation
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 evaluated such matters in August 2024 based on the advice of its compensation consultant and determined not to make any changes to the peer group for 2025 compensation matters. The Committee’s peer group for 2025 matters consisted of the following companies.
Timing And Pricing of Equity Grant
Timing And Pricing of Equity Grant 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
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
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).
Make Whole Equity Awards
Make Whole Equity Awards Prior to the adoption of the Equity Grant Guidelines, Bill Presley and Jon Douyard were granted make whole equity awards in February 2025 pursuant to their offer letters with the Company. Under the terms of the offer letters, the make whole equity awards were to be granted within the 45 days following Messrs. Presley’s and Douyard’s employment start dates or, if later, the first business day the Company’s trading window was open to the executive officers of Gentherm. Consequently, the make whole equity award grants were made on February 24, 2025, following the opening of the trading window on February 20, 2025 and upon receipt of a waiver from Messrs. Presley and Douyard covering the additional two business days to accommodate internal Company scheduling.
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
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 agreements or offer letters with the 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.
Change In Control Payments
| 51 | 2026 PROXY STATEMENT |
Change In Control Payments
COMPENSATION AND TALENT COMMITTEE REPORT The Compensation and Talent Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) 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 CD&A be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the proxy statement for the 2026 annual meeting.
Change In Control Payments
| The Compensation and Talent Committee | | John Stacey, Chair | | Laura Kowalchik | | Chuck Kummeth | | Betsy Meter |
Change In Control Payments
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.
Change In Control Payments
| 52 | 2026 PROXY STATEMENT |
Change In Control Payments
NAMED EXECUTIVE OFFICER COMPENSATION TABLES SUMMARY COMPENSATION TABLE FOR 2025, 2024, AND 2023 The table below summarizes the total compensation paid to or earned by the NEOs in 2025, 2024, and 2023.
Change In Control Payments
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Bill Presley President and Chief Executive Officer | 2025 | 950,000 | 2,700,000 | 7,804,910 | 1,487,938 | 24,079 | 12,966,927 | | Jon Douyard Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 600,000 | 1,300,000 | 2,773,368 | 601,440 | 38,600 | 5,313,408 | | Thomas Stocker(4) Senior Vice President and General Manager, Europe Automotive | 2025 | 567,725 | — | 631,490 | 497,952 | 43,704 | 1,740,871 | | | 2024 | 496,117 | — | 975,165 | 405,706 | 29,298 | 1,906,286 | | | 2023 | 492,941 | — | 726,034 | 451,865 | 30,639 | 1,701,479 | | Jaymi Wilson Senior Vice President and General Manager, Europe Automotive, Global Sales and Marketing | 2025 | 467,208 | — | 631,490 | 409,788 | 33,001 | 1,541,487 | | | 2024 | 460,212 | — | 975,165 | 378,392 | 31,152 | 1,844,921 | | Vishnu Sundaram Senior Vice President, Chief Technology Officer | 2025 | 484,100 | 100,000 | 541,334 | 424,604 | 31,680 | 1,581,718 | | | 2024 | 480,575 | 200,000 | 650,171 | 392,073 | 31,823 | 1,754,641 | | | 2023 | 153,353 | 849,248 | 760,063 | 134,982 | 6,550 | 1,904,196 |
Narrative Discussion Of Grants of Plan-Based Awards in 2025
Narrative Discussion Of Grants of Plan-Based Awards in 2025
Change Of Control/Severance Payment Table
| Executive | Payments Upon Termination | Termination without Cause or for Good Reason ($) | Change in Control Plus Termination Without Cause or For Good Reason ($) | | Bill Presley(5) | Severance amount | 3,346,467(1) | 4,307,200(2) | | | Equity incentives (vesting accelerated) | ― | 9,459,255(3) | | | Total | 3,346,467 | 13,766,455 | | Jon Douyard(5) | Severance amount | 1,581,656(1) | 2,192,484(2) | | | Equity incentives (vesting accelerated) | 2,663,484(4) | 3,246,350(3) | | | Total | 4,245,140 | 5,438,834 | | Thomas Stocker (6) | Severance amount | 397,408(1) | 1,930,266(2) | | | Equity incentives (vesting accelerated) | ― | 1,524,994(3) | | | Total | 397,408 | 3,455,260 | | Jaymi Wilson | Severance amount | 1,121,299 (1) | 1,588,507(2) | | | Equity incentives (vesting accelerated) | ― | 1,524,994 (3) | | | Total | 1,121,299 | 3,113,501 | | Vishnu Sundaram | Severance amount | 1,192,242(1) | 1,691,543(2) | | | Equity incentives (vesting accelerated) | ― | 1,244,181(3) | | | Total | 1,192,242 | 2,935,724 |
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 the 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 the 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 $100 Investment Based On: | | | | | Year | Summary Compensation Table Total For PEO ($)(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 ($)(2) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | Net Income ($ In Millions) (6) | Adjusted EBITDA ($ In Millions) (7) | | 2025 | 12,966,927 | 14,539,276 | 2,544,371 | 2,626,605 | 55.77 | 79.56 | 18.3 | 174.8 | | 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 |
Pay Versus Performance Table
| (1) Reflects the amount reported in the “Total” column of the Summary Compensation Table for our Principal Executive Officer (“PEO”), as applicable, for each corresponding year. See “Named Executive Officer Compensation Tables – Summary Compensation Table for 2025, 2024, and 2023”. |
Pay Versus Performance Table
| (2) Amounts reported reflect CAP for Mr. Eyler from 2021 through 2024 and Mr. Presley in 2025 and for the other NEOs as a group (excluding Messrs. Eyler and Presley), 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 Messrs. Eyler and Presley or the other NEOs as a group (excluding Messrs. Eyler and Presley) during the applicable year. The adjustments below were made to Mr. Presley’s total compensation for 2025 and to the NEOs as a group (excluding Mr. Presley) for 2025 to determine the CAP for 2025 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 2025, so no defined benefit and actuarial pension plan adjustments were made 2025. |
Pay Versus Performance Table
| | Fiscal Year 2025 | | | | PEO ($) | Non-PEO NEOs ($) | | Summary Compensation Table total | 12,966,927 | 2,544,371 | | Adjustments:(a) | | | | Minus reported value of equity awards(b) | 7,804,910 | 1,144,421 | | Plus year end fair value of equity awards granted in the year | 9,377,259 | 1,407,341 | | Plus year over year change in fair value of outstanding and unvested equity awards | ― | (149,597) | | Plus year over year change in fair value of equity awards granted in prior years that vested in the year | ― | (31,089) | | Minus fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | ― | ― | | Compensation actually paid (CAP) | 14,539,276 | 2,626,605 |
Pay Versus Performance Table
| 65 | 2026 PROXY STATEMENT |
Pay Versus Performance Table
| (a) 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 2025. 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 (Adjusted EBITDA/Relative Revenue Growth/Relative TSR/ROIC), updated Company performance metric projections. |
Pay Versus Performance Table
| (b) Amounts reflect the grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for 2025. No amounts were reported in the “Option Awards” column in the Summary Compensation Table for 2025. |
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 Messrs. Eyler and Presley) for each corresponding year. See “Named Executive Officer Compensation Tables – Summary Compensation Table for 2025, 2024, and 2023”. The names of each of the other NEOs (excluding Messrs. Eyler and Presley) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Mr. Douyard, Mr. Stocker, Ms. Wilson and Mr. Sundaram; (ii) for 2024, Mr. Anversa, Mr. Stocker, Ms. Wilson, Ms. Runyon and Ms. Xu; (iii) for 2023, Mr. Anversa, Mr. Stocker, Mr. Sundaram and Ms. Xu; (iv) for 2022, Mr. Anversa, Ms. Runyon, Mr. Stocker and Ms. Xu.; and (v) for 2021, Mr. Anversa, Mr. Fisch, Mr. Stocker, Ms. Xu and Mr. Giberson. |
Pay Versus Performance Table
| (4) The cumulative TSR depicts a hypothetical $100 investment in our common stock. The amount 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
| (5) The cumulative TSR depicts a hypothetical $100 investment in our common stock. The amount 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
| (6) Amounts reflect the net income as reported in the Company’s audited consolidated financial statements for the applicable year. |
Pay Versus Performance Table
| (7) 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. |
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 the 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 2025, our last completed year, the annual total compensation of the median employee of the Company (other than our Chief Executive Officer) was $10,619; consequently, for 2025 the ratio of the annual total compensation of Mr. Presley, our President and Chief Executive Officer, to the annual total compensation of our median employee was 1,221 to 1. Our median employee in 2025 was a full-time employee located in Mexico who remained in the same position for all of 2025. 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 2025, the annual total compensation of such median United States full-time employee (other than our CEO) was $118,205 and the ratio of the 2025 annual total compensation of Mr. Presley to the total annual total compensation of such United States full-time employee was 110 to 1.
Pay Ratio
| 69 | 2026 PROXY STATEMENT |