☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒ |
Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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(Name of registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☒ |
No fee required.
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☐
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Fee paid previously with preliminary materials.
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Ron Hundzinski
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Chair, Gentherm Board of Directors
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Technology to the next degree™
|
www.gentherm.com
|

Technology to the next degree™
|
www.gentherm.com
|

Meeting Date
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Time
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Virtual Location
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Record Date
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Thursday, May 8, 2025
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8:30 a.m. Eastern Daylight Time
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www.virtualshareholdermeeting.com/THRM2025
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March 11, 2025
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PROPOSAL
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BOARD OF DIRECTORS
RECOMMENDATION
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PROPOSAL
PAGES
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01
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Election of Nine Directors. To elect nine directors named in the accompanying proxy statement, each to serve for a one-year term until the
2026 annual meeting of shareholders and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.
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FOR
each nominee
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11-28
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02
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Say-on-Pay. To approve (on an advisory basis) the compensation of our named executive officers.
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FOR
approval
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53-55
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03
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Ratify Appointment of Ernst & Young for 2025. To ratify the appointment of Ernst & Young LLP as our independent registered public
accounting firm for the year ending December 31, 2025.
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FOR
ratification
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101-103
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By Order of the Board of Directors
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Wayne Kauffman
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Senior Vice President, General Counsel and Secretary
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Important Notice: Regarding the availability of proxy materials for the shareholder meeting to be held May 8, 2025. The Notice of 2025 Annual Meeting of Shareholders, the accompanying Proxy Statement, and the 2024 annual report to shareholders are available at
www.proxyvote.com.
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Technology to the next degree™
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www.gentherm.com
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113
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Meeting Date
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Time
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Virtual Location
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Record Date
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Thursday, May 8, 2025
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8:30 a.m. Eastern Daylight Time
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www.virtualshareholdermeeting.com/THRM2025
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March 11, 2025
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www.proxyvote.com
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1-800-690-6903
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Request a printed copy of the proxy materials and complete, sign and return your proxy card
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PRODUCT REVENUE
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ADJUSTED EBITDA (1)
|
AUTOMOTIVE NEW
BUSINESS AWARDS (2) |
GAAP DILUTED EARNINGS
PER SHARE |
$1,456.1
MILLION
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$182.9
MILLION
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$2.4
BILLION
|
$2.06
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As compared with $1,469.1
million in 2023 |
A company record with an increase of $2.3 million from $180.6 million in 2023
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Including breakthrough awards for ComfortScale™ and Puls.A™
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As compared with $1.22 for 2023
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(1)
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See the Table of Contents for information regarding our non-GAAP financial measures.
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(2)
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Automotive new business awards represent the aggregate projected lifetime revenue of new awards provided by our customers to Gentherm in the applicable period, with the value based on the
price and volume projections received from each customer as of the award date. Although automotive new business awards are not firm customer orders, we believe that automotive new business awards are an indicator of future
revenue. Automotive new business awards are not projections of revenue or future business as of December 31, 2023, December 31, 2024, the date of this proxy statement or any other date. Customer projections regularly change over
time and we do not update our calculation of any automotive new business award after the date initially communicated. Automotive new business awards in 2023 and 2024 also do not reflect, in particular, the impact of macroeconomic
and geopolitical challenges on future business. Revenues resulting from automotive new business awards also are subject to additional risks and uncertainties as described under “Forward-Looking Statements”.
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Board Recommendation
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Proposal Pages
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FOR election of each director nominee
|
11-28
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re-election. Mr. Phillip Eyler, our former President and Chief Executive Officer and Interim Chief Financial Officer, resigned from such positions as well as from the Board effective as of December 31, 2024 in connection with his planned transition from the Company.
Mr. Presley was appointed as our President and Chief Executive Officer, as well as to the Board, effective January 1, 2025.
Name
|
Age
|
Current Role
|
Independent
|
Audit
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M&A
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COMP
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NCG
|
TECH
|
Director Since
|
|
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Sophie Desormière
|
58
|
Chief Growth Officer, Aliaxis Group SA/NV
|
Yes
|
—
|
—
|
—
|
•
|
![]() |
2012
|
![]() |
David Heinzmann
|
61
|
Retired | President and CEO
of Littelfuse, Inc. |
Yes
|
![]() |
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—
|
—
|
![]() |
2020
|
![]() |
Ron Hundzinski*
(Chair) |
66
|
Retired | CFO and Executive Director, T.I. Fluid Systems
|
Yes
|
![]() |
![]() |
—
|
—
|
—
|
2016
|
![]() |
Laura Kowalchik*
|
56
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CFO of Methode Electronics, Inc.
|
Yes
|
![]() |
—
|
—
|
—
|
—
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2023
|
![]() |
Charles Kummeth
|
64
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Retired | President
and CEO of Bio-Techne Corporation |
Yes
|
—
|
•
|
![]() |
—
|
![]() |
2018
|
![]() |
Betsy Meter*
|
64
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Retired | Managing Partner, Michigan KPMG LLP
|
Yes
|
•
|
—
|
![]() |
—
|
—
|
2021
|
![]() |
William Presley
|
55
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President and CEO, Gentherm
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No
|
—
|
—
|
—
|
—
|
—
|
2025
|
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John Stacey
|
59
|
Retired | EVP and Chief Human Resources Officer of Harman International Industries, Inc.
|
Yes
|
—
|
—
|
•
|
![]() |
—
|
2018
|
![]() |
Kenneth Washington
|
64
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SVP, Chief Technology and Innovation Officer of Medtronic PLC
|
Yes
|
—
|
—
|
—
|
—
|
•
|
2023
|
M&A: Mergers and Acquisitions Comp: Compensation and Talent NCG: Nominating and Corporate Governance Tech: Technology
|
||||||||||
• Committee Chair
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Qualifications / Expertise
|
GOVERNANCE
|
|
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8 directors
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1 director
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8 directors
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9 directors
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COMPANY / INDUSTRY
|
|
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8 directors
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9 directors
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2 directors
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3 directors
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Independence
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Best Practices
|
|
– Eight of nine continuing directors are independent
– Fully independent Board Committees
– Independent, non-executive Chair of the Board
– Average director tenure of approximately 5 years for independent directors
– Regular executive sessions of independent directors
– Board Committees authorized to hire independent advisors at Company expense
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– No classified board
– No director overboarding under our guidelines
– Three female directors, including two Board Committee chairs
– Significant Board oversight of strategy, risk management, sustainability and human capital, including enhanced focus on climate change, cybersecurity and
artificial intelligence
– Significant engagement of management and director succession planning, leading to successful implementation in recent years
– Nearly 100% director meeting attendance
– No related person transactions
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Accountability
|
Shareholder Rights
|
|
– Voting policy with the effect of majority voting for uncontested director elections
– Regular Board refreshment, including six new independent directors since 2018, and three new directors since 2023; average director tenure of approximately 5
years
– Robust annual self-evaluation process for Board and Board Committees
– Year-round shareholder engagement, including specific annual engagement on sustainability, human capital management and executive compensation matters
|
– Shareholder right to call special meetings (25%)
– No super-majority voting for amendments to organizational documents
– No limitations on shareholder action by written consent
– No dual class common stock
– No poison pill
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Board Recommendation
|
Proposal Pages
|
FOR approval of 2024 NEO compensation
|
53-55
|
Pay for Performance
|
Sound Program Design
|
|
– Over 65% of the 2024 target annual compensation for our CEO was performance-based, and over 50% for our other NEOs
– Over 66% of the 2024 target annual compensation for our CEO was equity-based, and over 48% for our other NEOs, to drive long-term growth and alignment with shareholder returns
– Our incentive plans use numerous performance metrics aligned with our business strategy, providing appropriate retention and motivation and diversifying risk associated with any
metric
– Our annual cash bonus plan solely includes pre-established objective goals, with 80% of the target value weighted on two key financial metrics and 20% of the target value
weighted on key strategic operational goals
– In 2024, our PSUs include a relative total shareholder return (“rTSR”) modifier to further align the long-term interests of NEOs and shareholders, and to ensure alignment with
the significant outperformance or underperformance of our Common Stock price relative to the peer group
– Utilization of an objective adjustment policy for performance goals
|
– Provide a competitive total pay opportunity, annually benchmarked against a peer group and survey data (including for new hires)
– The performance metrics are reviewed annually to ensure they reflect evolving business strategies that drive long-term growth, and the utilization of metrics have evolved in
recent years in practice
– An emphasis on pay-for-performance and equity compensation
– Long-term focus enhanced through multi-year performance requirements and vesting of equity
– Does not encourage unnecessary and excessive risk taking, including reasonable caps on incentive payout opportunities and effective policies (including stock ownership
guidelines, equity grant guidelines, clawback policies, securities trading policy and prohibition on pledging/hedging of equity)
|
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Relative TSR modifier has the potential
to impact overall performance +/- 25%
|
Board Recommendation
|
Proposal Pages
|
FOR approval of ratification of EY appointment
|
101-103
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Efficiencies of continued engagement
|
|
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Audit effectiveness
|
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Expertise and industry knowledge
|
|
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External data on audit quality and performance
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Reasonableness of fees
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Strong quality of communications
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Strong ratification proposal support at the Company’s 2024 annual meeting
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Topic
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Page
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Topic
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Page
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Audit Fees
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106
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Pay Versus Performance
|
91
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Board Leadership
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14
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Peer Group
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74
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CEO Pay Ratio
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97
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Required Approvals for Proposals
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110
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Clawback Policy
|
75
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Risk Oversight of Board
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40
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Director Attendance
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34
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Securities Trading Policy; Limits on Hedging and Pledging
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34; 75
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Director Nominee Backgrounds
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19
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Standing Committees of the Board
|
34
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Director Diversity, Age and Tenure
|
15
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Stock Ownership Guidelines – Directors
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30
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|
Director Independence
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28
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Stock Ownership Guidelines – Officers
|
74
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|
Director Qualifications
|
15
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Succession Planning
|
42
|
|
Elements of Compensation
|
62
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Sustainability and Social Responsibility
|
43
|
|
Human Capital Management
|
45
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Target Pay Mix
|
60
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Corporate Governance
|
Sustainability
|
– Articles and Bylaws
– Board Committee Charters
– Code of Business Conduct and Ethics
– Corporate Governance Guidelines
– Securities Trading Policy
– Fair Disclosure Policy
– Related Person Transactions Policy
|
– Sustainability Report
– Sustainability Reporting Frameworks
(SASB, UN SDG, CDP) – Anti-Bribery Policy
– Conflict Minerals Policy
– Global Human Rights Policy
– Modern Slavery Statement
– Environmental Health and Safety
|
Investor Relations
|
Annual Meeting
|
– Investor Relations
– Press Release
|
– Proxy Statement
– Annual Report
|

Name
|
Age
|
Title
|
Sophie Desormière
|
58
|
Director
|
David Heinzmann
|
61
|
Director
|
Ronald Hundzinski
|
66
|
Director and Chair of the Board
|
Laura Kowalchik
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56
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Director
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Charles Kummeth
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64
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Director
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Betsy Meter
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64
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Director
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William Presley
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55
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President, Chief Executive Officer and Director
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John Stacey
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59
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Director
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Kenneth Washington
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64
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Director
|
![]() |
The Board recommends that you
vote FOR the election of each of the director nominees |
Corporate Governance Sustainability
|
Agendas
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Prepares the agenda for Board Meetings in consultation with the CEO and other members of the Board, ensuring Board focuses on key issues and tasks facing the Company
|
Schedules
|
Approves meeting schedules for the Board to assure that there is sufficient time for discussion of all agenda items and that key advisors and employees are involved as appropriate
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Materials
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Reviews and approves meeting materials and other information periodically provided to the Board
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Executive Session
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Develops topics and leads Board discussion in executive session
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Corporate Governance
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Assists the Board, chair of the Nominating and Corporate Governance Committee and management in overseeing compliance with Corporate Governance Guidelines and promoting corporate governance
best practices
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Communicating with and Advising CEO
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Liaison
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Serves as a liaison between the CEO and the independent directors
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Strategic Consulting
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Regularly consults with the CEO regarding the Company’s strategy and key operational matters
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Advisor
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Provides advice and counsel to the CEO with respect to his executive responsibilities
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Supporting Board Development and Performance
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Oversight
|
Ensures the Board fulfills its role in overseeing management
|
Third-Parties
|
Recommends Board advisers and consultants in consultation with other members of the Board and senior management
|
Evaluations
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Manages the process for annual self-evaluations of Board and its committees (in collaboration with the Nominating and Corporate Governance Committee)
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Board Composition
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Supports the identification and evaluation of director candidates and consults on committee members and chairs
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Culture
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Establishes a close relationship and trust with management, providing support, guidance and feedback while respecting executive responsibility
|
Board Development
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Encourages directors to participate in ongoing education programs
|
Executive
Succession Planning |
In 2024, led executive succession planning and implementation for CEO and CFO, in collaboration with other Board leaders and Board Committees
|
Emergency
Succession Plan |
Maintains an emergency succession plan for the Chair of the Board and the Chair of each Committee, with each planned successor in agreement to serve in such capacity
|
a Lead Independent Director with significant responsibilities.
the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board (including diversity attributes), the operations and strategy of the Company and the long-term interests of shareholders, as further discussed in this proxy statement.
business and structure. In addition, the Board seeks to develop skills and experience in emerging issues, such as cybersecurity, artificial intelligence and sustainability, through its director training and related agenda topics addressed at Board and Board
Committee meetings.
DIRECTOR NOMINEES
|
DESORMIÈRE
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HEINZMANN
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HUNDZINSKI
|
KOWALCHIK
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KUMMETH
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METER
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PRESLEY
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STACEY
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WASHINGTON
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Skills and Experience
|
Total No. of Directors
|
GOVERNANCE
|
Financial & Accounting. Expertise in financial markets,
corporate finance, and accounting helps directors oversee our capital structure, budgeting, investments, financial reporting, and internal controls. The Company aims to have several audit committee financial experts.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
8
|
||
Human Resources. Expertise in talent management, HR, and executive compensation helps attract, develop, and
retain executives, support the workforce, and strengthen corporate culture.
|
•
|
1
|
||||||||||
Public Company. Experience in leading or serving on a public
company board provides insights into governance, shareholder engagement, reporting, sustainability, and public company operations.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
8
|
|||
Senior Leadership. Leadership experience at the senior level
helps guide strategic, operational, and risk management decisions.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
9
|
||
COMPANY / INDUSTRY
|
Automotive Industry. The automotive industry is our main market,
and such experience is valuable for understanding our R&D, technologies, products, manufacturing, supply chain, customers, and market segments.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
8
|
||
Global Management. With operations aligned to major customers in North America, Europe, and Asia, global
management experience offers valuable business, regulatory, and cultural insights.
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
9
|
||
Medical Industry. Knowledge of patient temperature management and
the medical sector aids in understanding product cycles, customers, distribution, payments, competition, and regulations.
|
•
|
•
|
2
|
|||||||||
R&D and Commercialization of Technologies. Directors with experience in companies who have prioritized
research and development, and commercializing products can provide useful oversight of such matters.
|
•
|
•
|
•
|
3
|
Demographic Information
|
||||||||||
Age
|
58
|
61
|
66
|
56
|
64
|
64
|
55
|
59
|
64
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61 (average)
|
Tenure
|
||||||||||
0 – 5 Years
|
•
|
•
|
•
|
•
|
•
|
|||||
6 – 10 Years
|
•
|
•
|
•
|
|||||||
11 – 15 Years
|
•
|
|||||||||
Independence
|
||||||||||
Independent
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
•
|
||
Not-Independent
|
•
|
![]() |
6 New Independent Directors
|
![]() |
2 Directors With CEO Experience At Public Companies
|
![]() |
Added Expertise In: Automotive (5), Financial & Accounting (2), Human Resources (1), R&D And Commercialization
Of Technologies (1), And Medical (2) |
![]() |
3 New Diverse Directors: 2 Female And 1 Ethnic
|
![]() |
2 New Female Board Committee Chairs
|
Director Recruitment Process
|
01. STRATEGIC PLANNING
Nominating and Corporate Governance Committee is committed to addressing long-term recruiting and succession planning needs and aligning with Company strategy, and it maintains an
evergreen portfolio of potential candidates, informed by Board member and management recommendations from their professional networks and from a national search firm, that is regularly reviewed and updated (including focus on skills,
gender and ethnic diversity).
|
02. DIRECTOR PROFILE AND BOARD COMPOSTION
Search Committee identifies desired qualifications, attributes, skills and experience that should be prioritized in near term to enrich the Board, and considers Company business and
strategic needs and current Board composition.
|
03. CANDIDATE RECOMMENDATIONS
Search Committee refers to candidate portfolios and may solicit additional recommendations from one or more global search firms using director profile and also considers recommendations
from Board members and management. Search Committee evaluates any recommendations from shareholders during the year.
|
04. CANDIDATE REVIEW AND INTERVIEWS
Search Committee and senior management review the qualifications, attributes, skills and experience of each proposed candidate and conducts interviews with leading candidates.
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05. EVALUATION & RECOMMENDATIONS
Search Committee recommends one or more leading prospective candidates to the Board after an extensive and iterative evaluation process.
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06. BOARD OF DIRECTORS REVIEW & DECISION
All or substantially all of Board interviews each recommended candidate and reviews such person’s respective qualifications and overall suitability to the Board. Upon recommendation of
the Nominating and Corporate Governance Committee of a specific candidate, the Board decides whether to concur with such recommendation and, if so, whether to appoint a candidate mid-year to fill a vacancy and/or nominate at the next
annual meeting of shareholders.
|
07. ONBOARDING PLAN
The Board Chair, with guidance from other directors, and senior management develop and deliver an onboarding plan for the candidates designed to familiarize the candidate with Board
members and senior management, Board structure and operation, key corporate policies, the Company and its performance, corporate objectives and goals and long-term strategy, to be implemented upon appointment or election.
|
08. BOARD APPOINTMENT AND/OR SHAREHOLDER VOTE
The Board may appoint the director to fill a mid-year vacancy for a term through the next annual meeting of shareholders, or the Company will submit such candidate as a director nominee
together with other director nominees for shareholder vote at the annual meeting.
|
![]() |
Sophie Desormière
Age: 58 • Director Since: 2012 • Independent
|
||
Committee(s):
•
Nominating and Corporate
Governance (Chair)
•
Technology
|
Ms. Desormière has broad experience in product planning, product development and market analysis. Her background in these areas assists the Company in its development of long-term product strategies. In
addition, the skills Ms. Desormière has developed while working at and serving on the board of global companies with significant European operations enables her to provide key insight with respect to the Company’s integration of its
worldwide operations and well as the development of its sustainability focus.
|
||
Director Qualifications
|
Professional Experience
Chief Growth Officer, Aliaxis Group SA/NV (2023–Present)
Chief Executive Officer, NAVYA (2022–2023)
Chief Executive Officer, AALPS Capital (2018–2021)
General Manager Marketing & Sales / Senior Executive Vice President, Solvay (2010–2018)
Various Leadership Roles, Valeo (17 years)
– Research & Development Product Line Director
– Branch Marketing Innovation Director
– Group Product Marketing Director
– Comfort Enhancement Domain Director
Education
Ms. Desormière is a graduate of the Ecole Nationale Supérieure de Chimie de Paris, the Institut de Formation du Caoutchouc and the Program for Management Development at Harvard Business
School.
|
||
![]() |
Automotive
|
||
![]() |
Financial & Accounting
|
||
![]() |
Global Management
|
||
![]() |
Public Company
|
||
![]() |
Senior Leadership
|
||
Other Public Board Services:
(within last 5 years) •
Somfy S.A. (2017–2022)
•
Navya (2022)
|
![]() |
David Heinzmann
Age: 61 • Director Since: 2020 • Independent
|
||
Committee(s):
•
Audit
•
Mergers and Acquisitions
•
Technology
|
As current Special Advisor and former President and Chief Executive Officer at Littelfuse, Inc., Mr. Heinzmann has extensive executive management and operational expertise, particularly in the automotive
industry and regarding global manufacturing. In addition, as the Chief Executive Officer of a public company, he has expertise in strategic planning, risk management, public reporting considerations and public company governance.
|
||
Director Qualifications
|
Professional Experience
Retired | President & Chief Executive Officer, Littelfuse, Inc. (2017–2025)
– Served as a member of the board of directors.
Chief Operating Officer, Littelfuse, Inc. (2014–2017)
Vice President, Global Operations, Littelfuse, Inc. (2007–2014)
Various Roles at Littelfuse, Inc. (1985–2007)
– Began as a manufacturing engineer and progressed through positions of increasing responsibility.
Education
Mr. Heinzmann holds a Bachelor’s degree in Mechanical Engineering from Missouri University of Science and Technology and is a graduate of Stanford Directors’ College at Stanford University
Law School and AeA/Stanford Executive Institute at Stanford University Graduate School of Business.
|
||
![]() |
Automotive
|
||
![]() |
Financial & Accounting
|
||
![]() |
Global Management
|
||
![]() |
Public Company
|
||
![]() |
Senior Leadership
|
||
Other Public Board Services:
(within last 5 years) • Littelfuse, Inc. (2017–2025)
|
![]() |
Ronald Hundzinski
Chair • Age: 66 • Director Since: 2016 • Independent
|
||
Committee(s):
• Audit
• Mergers and Acquisitions
|
Mr. Hundzinski’s deep experience as the Chief Financial Officer of multiple large, global automotive suppliers, as well as serving as a public company director, brings important practical experience to
the Board. He understands the key operational, strategic and financial issues of the Company as an executive of public and private companies in the automotive industry, and he can provide unique, real-time advice on critical industry
matters. Mr. Hundzinski also has significant finance and accounting expertise, and the Board has determined this qualifies him as an “audit committee financial expert” under SEC rules. His expertise and knowledge in our largest industry
segment brings invaluable insight to the Board.
|
||
Director Qualifications
|
Professional Experience
Retired | Chief Financial Officer & Executive Director, TI Fluid Systems (2020–2023)
Executive Vice President of Finance, Tenneco Inc. (2018–2019)
Executive Vice President & Chief Financial Officer, BorgWarner, Inc. (2012–2018)
Various Finance Roles, BorgWarner, Inc. (2005–2012)
– Treasurer (2011–2012)
– Controller (2010–2011)
Education
Mr. Hundzinski holds a Bachelor of Business Administration in Finance from Western Michigan University and a Master of Business Administration from the University of Colorado.
|
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Automotive
|
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Financial & Accounting
|
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Global Management
|
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Public Company
|
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Senior Leadership
|
||
Other Public Board Services:
(within last 5 years) • InfuSystem Holdings, Inc.
(2024–
Present)
• T.I. Fluid Systems
(2020–2023)
|
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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.
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Automotive
|
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Financial & Accounting
|
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Global Management
|
||
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Public Company
|
||
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Senior Leadership
|
||
Other Public Board Services:
(within last 5 years) • None
|
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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. |
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Medical
|
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Financial & Accounting
|
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Global Management
|
||
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Public Company
|
||
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R&D and Commercialization
of Technologies |
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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) |
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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.
|
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Automotive
|
||
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Financial & Accounting
|
||
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Global Management
|
||
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Senior Leadership
|
||
Other Public Board Services:
(within last 5 years) • None
|
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Bill Presley
Age: 55 • Director Since: 2025 • Not-Independent
|
||
Committee(s):
• None
|
As our President and Chief Executive Officer, Mr. Presley is responsible for our strategic direction and operational leadership, with extensive knowledge of the day-to-day operations of our business. Mr.
Presley also has substantial global experience in the automotive industry, our largest market, including operations, engineering and manufacturing expertise and holds multiple patents in the industry. Further, he has significant
management experience for automotive public companies, which provides him with an understanding of our Board’s critical oversight responsibilities.
|
||
Director Qualifications
|
Professional Experience
President & Chief Executive Officer, Gentherm (2025–Present)
– Leads the Company and serves on the Board of Directors.
Vice Chairman & Chief Operating Officer, Aptiv PLC (2023–2024)
– Oversaw and managed all operations and functions of Aptiv’s business.
SVP & President, Signal & Power Solutions, Aptiv PLC (2020–2022)
President, Electrical Distribution Systems, Aptiv PLC (2019–2020)
Vice President & Business Unit Leader, Electrical Distribution Systems, Lear Corporation (2008–2019)
Chrysler Corporation (1992–2008)
– Held various positions of increasing responsibility in the automotive industry.
Education
Mr. Presley received a Master of Business Administration from Oakland University, a Master of Electrical Engineering from the University of Detroit, and a Bachelor of Science in Electrical
Engineering from Norwich Military University.
|
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Automotive
|
||
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Financial & Accounting
|
||
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Global Management
|
||
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Public Company
|
||
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R&D and Commercialization
of Technologies |
||
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Senior Leadership
|
||
Other Public Board Services:
(within last 5 years) • None
|
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John Stacey
Age: 59 • Director Since: 2018 • Independent
|
||
Committee(s):
• Compensation and Talent (Chair)
• Nominating and Corporate Governance
|
Mr. Stacey’s broad human resources experience in multi-national environments is extremely valuable, as a substantial portion of our employees are outside of the U.S. His specific experience in the
automotive industry provides insight and guidance for managing our workforce, enhancing the skills of our existing employees and cultivating new talent, including our increasing focus on human capital management and sustainability.
Additionally, Mr. Stacey has extensive background in executive compensation and pay-for- performance programs.
|
||
Director Qualifications
|
Professional Experience
Retired | Senior Advisor, Harman International Industries, Inc. (2022–2023)
Executive Vice President & Chief Human Resources Officer, Harman International Industries, Inc. (2008–2022)
Various Senior Human Resource Roles, Anheuser-Busch InBev SA/NV (1990–2008)
– Vice President, People for InBev North America, InBev Central and Eastern Europe (2005–2008)
Education
Mr. Stacey received a Bachelor of Commerce from Memorial University of Newfoundland.
|
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Automotive
|
||
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Global Management
|
||
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Human Resources
|
||
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Public Company
|
||
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Senior Leadership
|
||
Other Public Board Services:
(within last 5 years) • Powell Industries, Inc.
(2022–Present) |
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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.
|
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Automotive
|
||
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Financial & Accounting
|
||
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Global Management
|
||
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Medical
|
||
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Public Company
|
||
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R&D and Commercialization
of Technologies |
||
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Senior Leadership
|
||
Other Public Board Services:
(within last 5 years) • McKesson Corporation
(2019–2021) |
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
|
$135,000
|
Name
|
Fees Earned Or Paid In Cash
($) (1)
|
Stock Awards
($) (2)
|
Total
($)
|
Sophie Desormière
|
108,500
|
135,017
|
243,517
|
David Heinzmann
|
111,000
|
135,017
|
246,017
|
Ronald Hundzinski
|
183,500
|
135,017
|
318,517
|
Laura Kowalchik
|
96,000
|
135,017
|
231,017
|
Charles Kummeth
|
116,000
|
135,017
|
251,017
|
Betsy Meter
|
113,500
|
135,017
|
248,517
|
Byron Shaw (3)
|
43,222
|
―
|
43,222
|
John Stacey
|
108,500
|
135,017
|
243,517
|
Kenneth Washington
|
98,205
|
135,017
|
233,222
|
(1)
|
Reflects the sum of (a) the pro rata portion of each director’s cash retainer for Board and Board Committee service paid on the date of the 2024 annual meeting of shareholders covering the period
from January 1 to May 16, 2024 and (b) the pro rata portion of each director’s cash retainer for Board and Board Committee service paid on the date of the 2024 annual meeting of shareholders (or upon later appointment) covering the period
from May 16 to December 31, 2024.
|
(2)
|
Reflects restricted stock awards granted under the 2023 Equity Incentive Plan (the “2023 Equity Plan”). The amounts reported represent the grant date fair value of the restricted stock award,
which is the closing trading price of a share of our common stock on the grant date multiplied by the number of shares subject to the award. The closing price per share of our common stock on the grant date, May 16, 2024, was $50.72. The
Company does not pay fractional shares.
|
(3)
|
Mr. Shaw determined not to stand for reelection at the 2024 annual meeting and resigned from our Board effective prior to the 2024 annual meeting on May 16, 2024. Given Mr. Shaw’s resignation
prior to the 2024 annual meeting, he did not receive a restricted stock award in 2024.
|
01
|
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02
|
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03
|
|||
Active Independent Oversight
|
Year-Round
Self-Assessment |
Enhanced Director Succession
Planning and Recruitment
|
|||||
• | Engaged and highly independent Board and fully independent Board Committees with well-defined duties set forth in Corporate Governance Guidelines and Charters, and open attendance policy | • | The Board and Board Committee conduct formal self-assessments annually and drive action plans throughout the year | • |
The Board has a director succession planning process and tools designed to promote orderly director succession, as well as strategic refreshment and development, aligned to the Company’s strategy and key
governance and composition considerations
|
||
• | Independent directors meet privately with the Company’s Chief Financial Officer, General Counsel and Chief Human
Resource Officer |
• |
The Board and Board Committees establish an annual cadence of topics and routinely request presentation on various operational and strategic topics to address evolving Company needs
|
• |
The Board annually assess its qualifications, attributes, skills, experience, diversity and independence in view of evolving Board and Company needs to guide director recruitment and succession planning
|
||
• | Independent directors meet privately in executive session without the CEO or other management present at each regularly scheduled Board meeting | • |
Directors receive shareholder feedback through year-round shareholder outreach and review of proxy advisor service firm evaluations and reports, including periodic formal outreach on compensation,
governance, sustainability and human capital management
|
• | The Board maintains an emergency succession plan for the Chair of the Board and Chair of each Committee to ensure continuity
|
||
• | Board formally reviews CEO and senior management succession and development plan at least once annually, and assess Executive Board Committee members and candidate quarterly | • | The Chair of the Board, with assistance from other directors, and senior management lead and effective on-boarding process of
new directors |
Board Self-Assessments
|
Process Recommendation and Initiation
The Nominating and Corporate Governance Committee recommends an approach to and scope for the annual self-assessment process, which may include engagement of a
third-party consultant every few years for assistance, and initiates the process with assistance from the General Counsel.
|
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Questionnaires and Director Evaluation
The General Counsel distributes questionnaires soliciting each director’s input and comments regarding various Board effectiveness topics. The Nominating and Corporate
governance Committee Chair may conduct interviews with each director individually regarding such topics and other critical matters.
|
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Presentation and Review of Results
The Nominating and Corporate Governance Committee, with support from the General Counsel, prepares the results in a form designed to promote review and discussion
within each Board Committee and among the full Board.
|
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Analysis, Action Plans and Follow-Up
Through rigorous analysis and discussion, improvement opportunities are identified and assigned to Board Committee chairs to develop and drive action plans. Action
plans are reviewed periodically to ensure meaningful results.
|
Impactful Annual Self-Evaluations of Board and
Board Committees
The Board is committed to an annual self-assessment process led by the Nominating and Corporate Governance Committee, which
is described in the left column. In 2024, the Board solidified its commitment to including Chair interviews with each of the directors in the self-assessment process by conducting such interviews to discuss topics related to
development, Board membership ambitions and succession planning. In addition, the Board adopted a template for succession planning for Board membership and leadership roles, which it intends to develop and utilize as part of its
routine review and for any emergency considerations.
Director Training and Continuing Education
Our Nominating and Corporate Governance Committee oversees the Company’s orientation programs for new directors and continuing education programs for existing
directors. Each new director, upon joining the Board, is provided with an orientation session regarding the Board and our unique culture and operations. As part of this orientation, each new director has an opportunity to meet with
members of senior management.
Directors are also provided with continuing education on various subjects that will assist them in discharging their duties, including the evolving regulatory and
business landscape through a structured annual agenda and ad hoc discussions. This may include presentations by senior management or the Board’s advisors on the Company’s business, compliance efforts, applicable legal, regulatory or
other developments or other matters deemed appropriate by the Board or Nominating and Corporate Governance Committee. The Company provides each director with a paid membership to the National Association of Corporate Directors
(“NACD”). As NACD members, directors have access to virtual and in-person training, workshops, events and certifications related to current corporate governance topics. Further, the Board supports and pays for attendance at relevant
seminars and conferences. In 2023, certain directors attended NACD Master Classes and certification programs focused on, among other things, sustainability and cybersecurity.
|
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|
Audit Committee
|
2024 Meetings: 8
|
Members: Betsy Meter (Chair) • David Heinzmann • Ron Hundzinski • Laura Kowalchik
|
Information:
|
Responsibilities:
|
The responsibilities and activities of the Audit Committee are described further in this proxy statement, including in “Audit Committee Report” and “Audit Committee Matters,” as well as
in its charter.
The Board has determined that each Audit Committee member has sufficient knowledge in reading and understanding financial statements to serve on the Audit Committee. The Board has
further determined that Mr. Hundzinski, Ms. Kowalchik and Ms. Meter qualify as “audit committee financial experts” in accordance with SEC rules.
|
The Audit Committee’s primary duties and responsibilities include: |
– Sole authority for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm
– Providing general oversight of accounting, auditing and financial reporting processes, including
reviewing the audit results, and monitoring the effectiveness of internal control over financial reporting, disclosure controls and the internal audit function, all together with our independent registered public accounting
firm
– Reviewing our reports filed with or furnished to the SEC that include financial statements or results
– Reviewing prior to issuance of any earnings release and any other public disclosures of the Company’s financial statements or financial
guidance that includes materially new or revised financial information
– Providing general oversight of material non-financial reporting processes and related internal controls, including sustainability reporting
– Monitoring compliance with significant legal and regulatory requirements, and other risks related to financial reporting and internal
control over financial reporting
– Reviewing any reports made to the Company’s ethics/whistleblower hotlines
– Reviewing the control and enterprise risk management processes established to monitor significant financial, environmental, insurance, legal and other
risks or exposures
– Reviewing cybersecurity risk management program, risks and related metrics, any material cybersecurity incidents and data breaches, and overseeing the
Company’s plans to mitigate cybersecurity and data privacy risks and respond to data breaches or ransomware
– Monitoring our use of derivatives, including foreign currency
– Monitoring insurance and self-insurance policies
– Overseeing the implementation and compliance with the Company’s new related person transaction policy, including reviewing and approving any
potential related person transactions
|
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Compensation and Talent Committee
|
2024 Meetings: 5
|
Members: John Stacey (Chair) • Charles Kummeth • Betsy Meter
|
Information:
|
Responsibilities:
|
The Compensation and Talent Committee also has the sole authority to engage outside advisors and to establish the terms of such engagement. The Compensation and Talent Committee may form
and delegate its authority to subcommittees as appropriate. The responsibilities and activities of the Compensation and Talent Committee are described further in this proxy statement, including in “Compensation Discussion and
Analysis,” as well as in its charter.
Role of Management. The Compensation and Talent Committee regularly receives significant input from management with respect to the Company’s executive compensation program. See
“Compensation Discussion and Analysis” for further information.
|
The Compensation and Talent Committee’s primary duties and responsibilities include:
– Approving the individual and corporate goals and objectives relevant to the compensation of the Company’s executive officers – Evaluating the performance of the Chief Executive Officer and overseeing the evaluation of the performance
of other executive officers, including with respect to established goals and objectives
– Approving the compensation of each executive officer, taking into account, among other things, such
executive officer’s performance in light of those goals and objectives and the policies of the Compensation and Talent Committee
– Administering the incentive and equity plans of the Company, including approving equity grants for the
executive officers and overseeing equity grants made by the CEO pursuant to delegated authority
– Ensuring an appropriate mix of performance-based and at-risk compensation for executive officers
– Reviewing, on at least annual basis, the Company’s compensation policies and practices for all employees
regarding risk-taking incentives and risk management policies and practices
– Recommending or approving the non-employee director compensation program
– Overseeing management’s shareholder engagement on compensation and human capital management matters
– Reviewing compensation disclosures in the Company’s proxy statement and other reports filed with or
furnished to the SEC, and producing a report of the Compensation and Talent Committee to be included therein
– Administering and enforcing the Company’s Clawback Policy
|
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Mergers and Acquisitions Committee
|
2024 Meetings: 4
|
Members: Charles Kummeth (Chair) • David Heinzmann • Ron Hundzinski
|
Information:
|
Responsibilities:
|
The responsibilities and activities of the Mergers and Acquisitions Committee are described in detail in its charter.
|
The Mergers and Acquisitions Committee’s primary duties and responsibilities include:
– Reviewing the Company’s strategy regarding mergers, acquisitions, investments and dispositions at least
annually
– Reviewing annual corporate plans, goals and objectives relevant to the achievement of the Company’s strategy
and growth aspirations, and performance in executing such plans
– Reviewing, approving or making recommendations to the Board to approve, as appropriate, proposed mergers,
acquisitions, investments or dispositions involving a material amount of assets, a portion of any business or total estimated purchase price or investment (with “material” determined by the Board from time to time)
– Together with Board, overseeing certain post-closing integration matters and analyses of such transactions
|
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|
Technology Committee
|
2024 Meetings: 4
|
Members: Kenneth Washington (Chair) • Sophie Desormière • David Heinzmann • Charles Kummeth
|
Information:
|
Responsibilities:
|
The responsibilities and activities of the Technology Committee are described in detail in its charter.
|
The Technology Committee’s primary duties and responsibilities include:
– Reviewing, evaluating and making recommendations regarding the Company’s technology roadmap, including research and development activities
– Monitoring the performance of the Company’s technology development in support of its overall business strategy
– Overseeing the development and use of technology in current and potential future products, including the long -term strategic goals of the Company’s
research and development initiatives
– Assessing the Company’s risks associated with new product technology or significant innovations to existing product technology, including
cybersecurity risks
– Providing guidance and making recommendations to the Board regarding innovation or technology-related products, investments or acquisitions that
require Board approval
– Reviewing with management and consultants comprising the technology advisory committee certain new technologies and processes as well as industry
and competitive trends that may impact the Company
– Assessing the Company’s risks associated with new product technology or significant innovations to existing product technology
|
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|
Nominating and Corporate Governance Committee
|
2024 Meetings: 4
|
Members: Sophie Desormière (Chair) • John Stacey
|
Information:
|
Responsibilities:
|
The responsibilities and activities of the Nominating and Corporate Governance Committee are described further in this proxy statement and in its charter.
|
The Nominating and Corporate Governance Committee’s primary duties and responsibilities include:
–
Evaluating the current directors, as well as any candidates nominated or recommended by shareholders, supporting director development plans and recommending the
nomination of directors for election or appointment
–
Developing a pool of potential director candidates to recommend to the Board in the event of a vacancy on the Board or to enhance the Board
–
Review annually the Code of Business Conduct and Ethics
–
Reviewing and recommending appropriate changes to, and overseeing compliance with, the Company’s charter documents and key governance policies (including the
Corporate Governance Guidelines) and policy matters on a periodic basis
–
Overseeing the annual self-evaluation process of the Board and Board Committees
–
Reviewing director independence and Board Committee membership requirements
–
Reviewing shareholder proposals regarding the nomination or appointment of directors or sustainability matters, and overseeing shareholder engagement on related
matters
–
Overseeing and reviewing the Company’s development and implementation of programs related to matters of corporate responsibility and sustainability, including
addressing short-and long-term trends and impacts to the Company’s business from sustainability issues
–
Assisting the Board in overseeing the development and execution of the Company’s ESG strategy, including establishing appropriate performance goals and reviewing
Company performance against such goals, and recommending to the Compensation and Talent Committee suitable ESG targets as a performance component of the bonus plan for substantially all of the Company’s executive officers
–
Reviewing certain governance disclosures and proposals in the Company’s proxy statement and other reports filed with or furnished to the SEC
|
Full Board
|
–
General risk management oversight, including reputational risks, crisis management and macroeconomic and geopolitical risk (such as supply chain challenges, the
impact of various global conflicts, inflation, UAW strike with OEMs and other labor disruption), industry and product and technology evolution, employee safety, product safety and quality controls
–
Reviews and approves an annual business plan and reviews long-term strategy (including Fit for Growth 2.0), and engages third parties that advise on internal and
external competitive dynamics
–
Reviews material risks and opportunities at each regular Board meeting
–
Reviews business developments, business plan implementation, liquidity and financial results
–
Oversees management performance, development and succession planning
–
Discusses the Compensation and Talent Committee’s recommendations for chief executive officer compensation in executive session
–
Oversees capital spending, financings and cash management (including accelerated share repurchase program initiated in 2023), as well as significant mergers,
acquisitions and divestitures
–
Review developments in shareholder activism and potential impact on the Company at least annually, including engagement with a national investment bank
–
Interacts with senior business leaders, with access to other key employees
–
Conducts focused sessions on emerging topics
–
Directors available for shareholder engagement
|
|
Audit
Committee |
–
Oversees significant financial risk exposures (including financing arrangements, credit, liquidity, legal, regulatory and other contingencies), accounting and
financial reporting, material non-financial reporting (e.g. sustainability reporting), the internal audit function, and the legal, regulatory and ethical compliance functions (including overseeing the ethics/whistleblower hotline)
–
Oversees disclosure controls and procedures and internal control over financial reporting, as well as internal controls related to cybersecurity incidents and
reporting and sustainability reporting
–
Oversees the enterprise risk management process and related exposures and trends in the business
–
Regularly consults with our independent registered public accounting firm and internal audit function regarding risk management controls –
Reviews cybersecurity risk management program, risks and related metrics, any material cybersecurity incidents and data breaches, and oversees the Company’s plans to mitigate cybersecurity and data privacy risks, respond to data breaches or ransomware and meet disclosure requirements –
Reviews and monitors the use of derivatives, including for foreign currency
–
Monitors insurance and self-insurance policies
|
|
Compensation
and Talent Committee
|
–
Responsible for executive officer compensation and its alignment with our shareholders, strategy and operations, including through peer group benchmarking
–
Administers the CEO performance evaluation with input from the independent directors and oversees evaluation of other executive officers
–
Reviews compensation plans generally and the related incentives, risks and risk mitigation efforts (including key policies, such as the newly adopted clawback
policy, as well as the adjustment policy for incentive plans)
–
Increasing role in overseeing human capital management, including talent acquisition, retention, succession planning, talent development and training, employee
engagement, total rewards offerings, corporate culture and diversity, equity, inclusion and belonging
–
Directors available for shareholder engagement on compensation matters
|
Nominating
and Corporate
Governance
Committee
|
–
Oversees the Company’s governance policies (including the Corporate Governance Guidelines and Code of Business Conduct and Ethics, the latter of which was
significantly refreshed in 2023 and approved by the Board in 2024), Board structure, leadership and independence, committee composition, and the annual self-evaluation process of the Board and Board Committees
–
Considers requisite director qualifications, attributes, skills and experience necessary for directors to oversee critical matters, including alignment with
long-term strategy
–
Oversees director onboarding process and continuing training on core and emerging issues
–
Leads efforts with Chair of the Board, management and national search firm to address long-term recruiting and director succession planning needs, and oversees
the ad hoc Search Committee that implements a specific director search process
–
Oversees the Company’s sustainability program and reporting thereof, and receives regular reports regarding the Company’s corporate social responsibility efforts
–
Directors available for shareholder engagement on governance matters
–
Oversees the Company’s conflict of interest process, remediation of code of conduct matters (including matters reported through the ethics/whistleblower
hotline)
|
|
Mergers and
Acquisitions
Committee
|
–
Oversees activities related to mergers, acquisitions, investments and dispositions, including strategy, implementation, integration and post-closing analysis
–
Approves transactions or reviews and recommends to the Board for approval, subject to limitations of delegation of authority
|
|
Technology
Committee
|
–
Oversees the development and use of technology in current and potential future products, including the long-term strategic goals of the Company’s research and
development initiatives
–
Assesses the Company’s risks associated with new product technology or significant innovations to existing product technology, including risks related to
cybersecurity and data privacy and protection
–
Collaborates with consultants on technology advisory committee to gain additional market insights
|
01
|
02
|
03
|
PEOPLE
|
PLANET
|
PRODUCTS
|
![]() |
![]() |
![]() |
We continue to believe that our people are the foundation of our success. By providing training, career development opportunities and safe workspaces, we empower them to thrive. This focus
extends to the communities where we operate, ensuring Gentherm remains a positive force in such areas.
|
We strive to minimize our environmental impact through innovative products and operations. Our products are designed to reduce a vehicle’s impact on the planet, and we focus on improving our
operations through more efficient resource use and reduced emissions and waste.
|
We consider the impact of our products’ full lifecycle, from the materials used, to how they are built and transported, and even how much waste is generated and energy is used during the
production process. With an increased focus on product inputs, our sustainability commitment aligns with market requirements.
|
–
|
Ensuring that Company strategies and objectives promote growth that is resilient and sustainable
|
–
|
Understanding critical matters relevant to the Company’s key stakeholders, including shareholders, lenders, insurance underwriters, customers, suppliers and employees
|
–
|
Reviewing the Company’s corporate disclosures of environmental, climate, human capital, community and governance-related information
|
–
|
Ensuring that Company policies and procedures are developed or adapted to support the Company’s strategy, objectives and corporate disclosures regarding corporate sustainability and social responsibility
|
–
|
Supporting, in cooperation with the Compensation and Talent Committee, Company achievement of objectives by linking compensation plan(s) for executive officers to one or more key sustainability objectives
|
–
|
Promoting Company achievement of objectives by linking personal performance objectives of certain employees to the Company’s sustainability and social responsibility strategy
|
–
|
The Board provides oversight of our executive management talent acquisition and development, performance reviews, and succession planning.
|
–
|
The Compensation and Talent Committee approves the compensation of our executive officers and provides increasing oversight on other human capital matters, including talent acquisition, succession planning,
talent development and training, employee engagement, total rewards offerings, pay equity, corporate culture and engagement and inclusion.
|
–
|
The Audit Committee provides oversight for enterprise risk management, which includes an evaluation of labor, geopolitics, health and safety and human capital risks.
|
–
|
The Nominating and Corporate Governance Committee oversees the effectiveness of our governance and social responsibility policies, goals and programs.
|
![]() |
![]() |
![]() |
Collaborate
|
Connect
|
Cultivate
|
Engage with our employees
and provide a strong employee experience. |
Enhance our local communities where we operate.
|
Enrich the capabilities and skills or our employees and acquire diverse talents.
|
–
|
We provide employee wages that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location
|
–
|
We align our executives’ and eligible employees’ annual bonus opportunity and long-term equity compensation with our shareholders’ interests by linking realizable pay with company financial and stock
performance
|
–
|
We have a discretionary severance plan for U.S.-based employees to provide financial assistance to help ease the burden that may result from certain involuntary terminations of employment
|
–
|
We created a CEO Equity Award for non-executive managers and high performers to further create retention and alignment with shareholders’ interests through long-term ownership of the Company
|
–
|
We are refreshing our overall compensation structure to ensure we are providing contemporary and equitable total rewards across our businesses
|
![]() |
![]() |
Deliver Results
|
Drive Change
|
Understand the mission and output of your team. Set SMART objectives and deliver.
|
Focus on agility and commitment to continuous improvement. Understand and act on internal and external drivers of change.
|
![]() |
![]() |
Cultivate Innovation
|
Build Capability
|
Openly embrace, create, implement and support new and innovative ideas, processes and technology that deliver business results.
|
Foster a culture of learning and development. Support individual growth through continuous feedback to achieve personal and professional goals.
|
Name
|
Age
|
Title
|
William T. Presley
|
55
|
President and Chief Executive Officer
|
Rafael Barkas
|
54
|
Senior Vice President, Global Operations and Supply Chain
|
Jonathan Douyard
|
45
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Wayne Kauffman
|
55
|
Senior Vice President, General Counsel and Secretary, Senior Vice President, Corporate Strategy
|
Barbara J. Runyon
|
54
|
Senior Vice President, Chief Human Resources Officer
|
Thomas Stocker
|
54
|
Senior Vice President and General Manager, Europe Automotive
|
Vishnu Sundaram
|
42
|
Senior Vice President, Chief Technology Officer
|
Leo Wang
|
45
|
Vice President and General Manager, Asia Automotive Managing Director, Asia
|
Jaymi Wilson
|
48
|
Senior Vice President and General Manager, North America Automotive, Global Sales and Marketing
|
![]() |
||
William T. Presley
|
||
|
55 | President and Chief Executive Officer
|
|
William Presley is President and Chief Executive Officer of the Company. Mr. Presley joined Gentherm in January 2025 and also serves on the Company’s Board. Mr. Presley has over 30
years of domestic and international experience in leadership positions within the automotive industry, is an engineer by training and is a holder of multiple patents in the automotive industry. From January 2019 to November 2024, he
served at Aptiv PLC (NYSE: APTV), a designer, developer and manufacturer of software and hardware solutions for automotive safety features, electrified architectures, and intelligent connectivity with revenue of over $20 billion. He
most recently served as Vice Chairman and Chief Operating Officer, where he was responsible for overseeing and managing all of the operations and functions of Aptiv’s business. He also served at Aptiv as SVP & President of
Signal & Power Solutions from September 2020 to December 2022, and as President of Electrical Distribution Systems from January 2019 to September 2020. He served in roles of increasing responsibility at Lear Corporation (NYSE:
LEA) from June 2008 to January 2019, most recently as Vice President and Business Unit Leader of the Electrical Distribution Systems business unit. Before joining Lear, Mr. Presley began his career in the automotive industry at
Chrysler Corporation, holding several positions of increasing responsibility from 1992 to 2008. Mr. Presley served in both the U.S. Army and the Michigan Army National Guard for a combined total of 13 years from 1988 to 2001. Mr.
Presley received a Master of Business Administration from Oakland University, a Master of Electrical Engineering from the University of Detroit, and a Bachelor of Science in Electrical Engineering from Norwich Military University.
|
![]() |
||
Rafael Barkas
|
||
|
||
54 | Senior Vice President, Global Operations and Supply Chain
|
||
Rafael Barkas was appointed Senior Vice President, Global Operations and Supply Chain in August 2019. Prior to this role, Mr. Barkas served as Vice President of Battery Thermal
Management since October 2018. Mr. Barkas joined Gentherm from Magneti Marelli, a global automotive supplier, where he served as the Head of NAFTA Electronics from March 2018 to October 2018. In that role, he was responsible for
leading sales, engineering, project management, purchasing, quality and manufacturing for Magneti Marelli’s Electronics Business Line in NAFTA. Prior to Magneti Marelli, Mr. Barkas held various roles of increasing responsibility
at Harman International Industries, Inc., a subsidiary of Samsung Electronics Co., Ltd., from September 2004 through March 2018. These roles included responsibility for growth and profitability. He was the Vice President of
Operations for the Automotive Audio division, responsible for managing manufacturing and quality across seven sites in North America, China and Europe. Other roles at Harman included Vice President and General Manager of the
Automotive Audio division in China, and Director of Business Development and Director of Supply Chain of the Automotive Audio division. Mr. Barkas holds a Bachelor of Science in Mechanical Engineering from New Jersey Institute of
Technology and a Master of Business Administration from the Graziadio School of Business and Management at Pepperdine University.
|
||
![]() |
||
Jonathan Douyard
|
||
45 | Executive Vice President, Chief Financial Officer and Treasurer
|
||
Jonathan Douyard was appointed Executive Vice President, Chief Financial Officer and Treasurer of the Company in January 2025. From March 2020 to December 2024, Mr. Douyard was the
Chief Financial Officer of The Shyft Group, Inc. (Nasdaq: SHYF), the North American leader in specialty vehicle manufacturing and upfit, where he played a key role in driving financial performance, generating cash flow, managing
merger and acquisition activities, strengthening corporate controls and processes, and developing the finance organization. From May 2016 to March 2020, Mr. Douyard served as the Chief Financial Officer at Fluke Corporation, a
leading global industrial technology company within Fortive Corporation (NYSE: FTV), previously Danaher, where he led the finance and IT functions. Mr. Douyard previously served from May 2012 to May 2016 as CFO, Commercial Systems
and Services in the Sikorsky Aircraft division of United Technologies Company (NYSE: UTX) and then Lockheed Martin (NYSE: LM). Mr. Douyard also served in multiple Chief Financial Officer and financial planning roles at divisions
of General Electric Company (NYSE: GE) from 2001 to 2012, and he was a graduate of its Financial Management Program and Corporate Audit Staff. Mr. Douyard received a Bachelor of Science in Finance from Bentley University, in
Waltham, MA.
|
||
![]() |
||
Wayne Kauffman
|
||
55 | Senior Vice President, General Counsel and Secretary, Senior Vice President, Corporate Strategy
|
||
Wayne Kauffman was appointed Vice President, General Counsel and Secretary in July 2019 and promoted to Senior Vice President in March 2021 and further promoted to Senior Vice
President, Corporate Strategy in May 2024. Prior to these roles, Mr. Kauffman served as the Chief Intellectual Property Counsel and Associate General Counsel since 2016. He began his legal career with the national IP law firm of
Harness, Dickey & Pierce, P.L.C. where he was responsible for assisting clients in securing patent rights. Mr. Kauffman began his career with General Motors, where he held various positions of increasing responsibility over
his 17-year tenure in vehicle manufacturing, product development and vehicle safety and integration in both the U.S. and Canada. Mr. Kauffman holds a Juris Doctor in Law from Wayne State University and a Bachelor of Science in
Mechanical Engineering from Kettering University.
|
![]() |
||
Barbara J. Runyon
|
||
54 | Senior Vice President, Chief Human Resources Officer
|
||
Barbara J. Runyon was appointed Senior Vice President, Chief Human Resources Officer in August 2018, where she leads the overall human resources strategy, including total rewards,
talent acquisition and talent management, employee engagement and human resources. Prior to joining Gentherm, Ms. Runyon worked as Vice President and Chief Human Resources Officer at La-Z-Boy Incorporated, a global leader in
residential furniture, since 2015. Ms. Runyon held roles of increasing responsibility at PepsiCo/The Pepsi Bottling Group for over 14 years. She is also a member of the board of trustees of Michigan College Alliance. Ms. Runyon
graduated with a Masters of Business Administration with emphasis in Organizational Development from Wayne State University and a Bachelor of Science in Human Resources from Michigan State University.
|
||
![]() |
||
Thomas Stocker
|
||
54 | Senior Vice President and General Manager, Europe Automotive
|
||
Thomas Stocker was appointed Senior Vice President and General Manager, Europe Automotive in April 2021. Previously, he was Senior Vice President and General Manager, Global
Automotive since September 2019. Prior to joining Gentherm, Mr. Stocker was the Chief Technology Officer and Head of Engineering at HENSOLDT GmbH, a global defense and security electronics company, beginning September 2018. At
HENSOLDT, he led the setup of change programs that established agile and platform development to increase efficiency, time to market and quality across all functions. Prior to HENSOLDT, Mr. Stocker held several senior level
business unit leadership positions at Harman International Industries, Inc., a subsidiary of Samsung Electronics Co., Ltd., from September 2013 to August 2018. These roles included responsibility for growth, profitability, and
technology execution. He was the Senior Vice President and General Manager, BMW focused business unit, responsible for all global Harman and Samsung business related to BMW. Other roles at Harman included Senior Vice President
and General Manager, Connected Car Asia Pacific, where he was based in Shanghai and had responsibility for China, Korea, India, and Japan for the division. He was also responsible for the Connected Car Division in Europe as
Senior Vice President and General Manager, Infotainment Europe. Prior to that, Mr. Stocker held various roles of increasing responsibility at BMW where he led the execution of some of the most advanced technology for the
automaker. Mr. Stocker holds a Master’s degree in Electronics from Ravensburg-Weingarten University of Applied Science.
|
||
![]() |
||
Vishnu Sundaram
|
||
42 | Senior Vice President, Chief Technology Officer
|
||
Vishnu Sundaram was appointed Senior Vice President, Chief Technology Officer in September 2023, where he is responsible for leading Gentherm’s technology strategy, advanced
product engineering, longer term research and development and the Company’s partnership ecosystem. Prior to joining Gentherm, Mr. Sundaram served as the Senior Vice President, Head of Cockpit Connected Services at Stellantis
N.V. from 2021 until 2023. Prior to Stellantis, he worked at Harman International Industries, Inc., a subsidiary of Samsung Electronics Co., Ltd. from 2012 until 2021, as the Senior Vice President of Telematics. In this role,
Mr. Sundaram was the global leader of delivering state of the art product platforms that form the foundation of connected experience inside the car. He began his career at Intel and later moved to Trilogy, where he was Technical
Fellow in Predictive Analytics and Machine Learning projects. He has extensive entrepreneurial and startup experience from being a founder of each of Lifeblob and Interchain. Mr. Sundaram holds a Master’s degree in Software
Engineering from PSG College of Technology and has completed the Executive General Management Program with The Wharton School of the University of Pennsylvania.
|
![]() |
||
Leo Wang
|
||
45 | Vice President and General Manager, Asia Automotive Managing Director, Asia
|
||
Leo Wang was appointed Vice President and General Manager, Asia Automotive in December 2024. Mr. Wang joined Gentherm in 2022, where he served as China CBU Executive Director
until January 2023 when he was promoted to Country Manager, China. Prior to joining Gentherm, from 2010 to 2021, Mr. Wang served in increasing roles of responsibility at Garrett Motion Inc. (Nasdaq: GTX, previously the
Transportation Systems business of Honeywell, NYSE: HON), most recently from 2020 to 2021 as General Manager of China PV Gasoline Boosting System with full profit and loss responsibilities. He worked previously for Eaton
Vehicle Group from 2006 to 2010 and Shanghai Automotive Brake System from 2005 to 2006. Mr. Wang holds a Master of Science in Mechanical Engineering from Shanghai University and an MBA from Shanghai Jiaotong University, China
and KEDGE Business School, France.
|
||
![]() |
||
Jaymi Wilson
|
||
48 | Senior Vice President and General Manager, North America Automotive, Global Sales and Marketing
|
||
Jaymi Wilson was appointed Senior Vice President and General Manager, North America Automotive, Global Sales and Marketing in January 2023. Since joining Gentherm in 2013, Ms.
Wilson previously assumed roles of increasing responsibility, having most recently served as Senior Vice President of Strategy, Marketing, and Corporate Communications since 2018. Prior to that she was Vice President and
General Manager of Gentherm’s Medical Business from 2017 to 2018. Her career in the automotive industry has spanned manufacturing, engineering, business planning, sales management, strategy, business, and corporate development
at Visteon, SMR Automotive and Gentherm. Ms. Wilson earned a Bachelor of Science degree in Mechanical Engineering from the University of Michigan and a Master of Business Administration from Eastern Michigan University.
|

![]() |
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
|
|
•
|
In August, Chief Financial Officer and Treasurer Matteo Anversa voluntarily departed Gentherm to pursue a new opportunity outside the automotive industry, effective September 1, 2024.
|
•
|
In November, we announced that Phillip Eyler, the Company’s President and Chief Executive Officer (and Interim Chief Financial Officer at the time) would depart from the Company and resign as a director of the Board effective
December 31, 2024. This transition was part of the Board’s planned succession strategy.
|
•
|
In December, we announced that Hui (Helen) Xu, General Manager Asia Automotive, departed the Company following the completion of her foreign secondment assignment.
|
•
|
Mr. Anversa did not receive severance and related benefits in connection with his voluntary resignation.
|
•
|
In connection with a planned transition process Mr. Eyler entered into a Separation and Consulting Agreement that confirmed specified severance and related benefits from his employment agreement.
|
•
|
Ms. Hu was eligible to receive the severance benefits specified for a termination without Cause in connection with the completion of her foreign secondment assignment and effective termination.
|
•
|
William (Bill) Presley was appointed as the successor President and Chief Executive Officer and as a Board director of the Company, effective January 1, 2025.
|
•
|
Jonathan Douyard was appointed as Executive Vice President, Chief Financial Officer and Treasurer of the Company, effective on January 1, 2025.
|
•
|
Leo Wang, the Company’s Country Manager, China, was promoted to the Company’s General Manager, Asia Automotive, effective on December 14, 2024.
|
The Compensation and Talent Committee
|
|
John Stacey, Chair
|
Charles Kummeth
|
Betsy Meter
|
Name
|
Title
|
Phillip M. Eyler
|
Former President and Chief Executive Officer, and Interim Chief Financial Officer
|
Matteo Anversa
|
Former Executive Vice President of Finance, Chief Financial Officer and Treasurer
|
Thomas Stocker
|
Senior Vice President and General Manager, Europe Automotive
|
Jaymi Wilson
|
Senior Vice President and General Manager, North America Automotive, Global Sales and Marketing
|
Barbara J. Runyon
|
Senior Vice President, Chief Human Resources Officer
|
Hui (Helen) Xu
|
Former Senior Vice President and General Manager, Asia Automotive
|
What We Do
|
![]() |
Independent Compensation and Talent Committee and independent compensation consultant
|
|
![]() |
Annually evaluate peer group and review benchmarking and broad industry market data
|
||
![]() |
Objective Company performance metrics in annual cash bonus plan and PSUs, with evolving metrics and weighting aligned with Company strategy and shareholders
|
||
![]() |
Utilize formal adjustment policy for incentive programs, and provide transparent disclosure on annual implementation
|
||
![]() |
Significant performance-based compensation with fixed payout caps, at-risk compensation and long-term performance period for PSUs
|
||
![]() |
Stock ownership guidelines applicable to our executive officers and directors
|
||
![]() |
Annual say-on-pay shareholder vote and shareholder outreach on compensation matters
|
||
![]() |
Conduct annual compensation risk assessment, reviewed by the Compensation and Talent Committee to confirm no undue risk in compensation programs of the Company
|
||
![]() |
Clawback policy for financial restatements applicable to executive officers
|
||
![]() |
2023 equity plan reasonably balances stakeholder interests
|
||
![]() |
Equity award grant guidelines for annual and one-time equity grants
|
||
![]() |
Maintain a Securities Trading Policy to reduce trading risk and liability, including requiring directors, executive officers and other key employees to trade only during pre-established
periods following pre-clearance procedures, and to establish guidelines for Rule 10b5-1 trading plans
|
||
What We
Don’t Do |
![]() |
No repricing/replacing underwater stock options and SARs
|
|
![]() |
Prohibition on hedging and pledging, and using derivatives
|
||
![]() |
No single-trigger change in control benefit for any NEO
|
||
![]() |
No excise tax gross-up benefits upon a change in control
|
||
![]() |
Historically have not paid guaranteed bonuses, excluding inducement and new hire bonuses
|
||
![]() |
Historically have not changed long-term performance metrics in outstanding equity awards in spite of certain impacts from macroeconomic and geopolitical challenges that were not in our
control
|
![]() |
![]() |
![]() |
(1)
|
Excludes deferred compensation for Mr. Eyler and perquisites and other personal benefits provided to our NEOs (disclosed under “All Other Compensation” in the Summary Compensation
Table for 2024).
|
(2) |
Based on target values determined by the Committee, which were divided by the 30-trading day average closing price of our common stock ending on the
day immediately preceding the grant date to determine the target PSUs and actual RSUs awarded.
|

BASE SALARY
|
ANNUAL BONUS
|
EQUITY AWARDS
|
|
Base salary increases of approximately
3-5% effective April 1, 2024 |
No increases in target bonus (as % of
base salary) for NEOs in 2024 |
Increases in target grant value for NEOs to increase retention and further align the NEOs to the 2026 strategic plan
|
|
Fixed
|
Cash-
based
|
Base Salary
•
Based on experience, responsibilities, market, and internal pay equity
•
Annual review focused on merit, promotion, and market
|
|||||
Performance Based
|
Annual Cash Incentive
•
Target bonus calculated as a percentage of base salary
•
Subject to periodic review, generally for increased responsibilities, retention and market
•
Maximum payout subject to reasonable cap (200% of target)
•
One-year performance period
|
Performance Components
• Adjusted EBITDA (40%)
• Revenue (40%)
• Strategic goal (20%) further weighted as follows:
- Automotive New Business Awards (40%)
- New Technology Wins (40%)
- Sustainability-Related Performance (20%)
|
|||||
Equity-
based
|
Performance Stock Units (PSUs)
•
Target grant value based on the executive’s position, responsibilities, and market
•
Metrics streamlined from prior year
•
Maximum payout subject to reasonable cap (250% of target, including impact of modifier)
•
Weighted 60% (70% for CEO) of total grant value of target PSUs
•
Three-year performance periods
|
Performance Components
• Three-Year Relative Revenue Growth (25% of grant value of target
PSUs)
• Annual and Three-year Growth in Adjusted EBITDA Margin
(75% of grant value of target PSUs) • Relative TSR modifier that can adjust total PSU payout by +/- 25%
• Cliff vesting for
any earned PSUs
|
|||||
Restricted Stock Units (RSUs)
•
Target grant value based on the executive’s position, responsibilities, and market
•
Weighted 40% (30% for CEO) of total grant value
•
Three-year ratable annual vesting
|
Element
|
April 2023
($) |
April 2024
($) |
Increase
(%) |
|
Phillip M. Eyler
|
971,000
|
1,019,550
|
5.0
|
Matteo Anversa
|
600,221
|
630,232
|
5.0
|
Thomas Stocker (1)
|
481,668
|
500,934
|
4.0
|
Jaymi Wilson
|
453,600
|
467,208
|
3.0
|
Barbara J. Runyon
|
449,467
|
467,446
|
4.0
|
Hui (Helen) Xu
|
971,000
|
1,019,550
|
5.0
|
(1)
|
Amounts reported for Mr. Stocker were paid in Euros and were converted to U.S. Dollars using the 2024 averaged exchange rate of EUR 1 = 1.05 USD.
|
($ In Millions)
|
|
Metric
|
Weight
(%) |
Rationale
|
Period
|
Threshold
(50% Payout) |
Target
(100% Payout) |
Maximum
(200% Payout) |
Previous
Year Actual Unadjusted |
Adjusted
EBITDA(1)
|
40
|
Supplemental measure of the Company’s operational performance
|
Full year goal
|
$168.0
|
$187.0
|
$208.0
|
2023: $180.7
|
Revenue
|
40
|
Measures management’s ability to grow the top line
|
Full year goal
|
$1,469.0
|
$1,500.0
|
$1,600.0
|
2023: $1,469
|
(1)
|
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, deferred financing cost amortization, non-cash stock based compensation expenses, and
other gains and losses not reflective of the Company’s ongoing operations and related tax effects, including transaction expenses, debt retirement expenses, impairment of assets held for sale, impairment of goodwill, gain or loss on
sale of business, restructuring expense, net, unrealized currency gain or loss, and unrealized revaluation of derivatives. For a reconciliation of Adjusted EBITDA to net income, see our earnings release for the fourth quarter and
full year ended December 31, 2024 furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2025.
|
–
|
Adjusted EBITDA (40% weighting) was $193.9 million, which corresponded to achievement between target and maximum, or a 132.9% payout.
|
–
|
Revenue (40% weighting) was $1,473.0 million, which corresponded to achievement between threshold and target, or a 56.5% payout.
|
–
|
Automotive New Business Awards (40% weighting of Strategic Goals) was $2,400 million, which corresponded to above maximum achievement, or a
200% payout. Automotive new business awards is defined as the aggregate projected lifetime revenue of new automotive awards provided by customers to the Company, with the value based on the price and volume projections received
from each customer as of the award date. Gentherm believes that automotive new business awards are an indicator of future revenue.
|
–
|
New Technology Wins (40% weighting of Strategic Goals) was 8, which corresponded to above maximum achievement, or a 200% payout. New technology
wins is defined as the number of new business awards provided by customers to the Company related to specified new technologies or other related or novel product at the discretion of the Committee. Gentherm believes that new
technology wins are an indicator of future business expansion and revenue growth.
|
–
|
Increase in Renewable Energy Share (20% weighting of Strategic Goals) was 17%, which corresponded to above maximum achievement, or a 200%
payout. Increase in renewable energy share is defined as the increase in the Company’s renewable energy share as a percentage of total energy usage (including both on-grid and off-grid usage). Renewable energy includes onsite
generation, purchased energy that is documented as renewable via REC or the Green Tariff program, and any standard grid-supplied energy that is documented as a renewable share. Gentherm believes that renewable energy share is
important to achieving its carbon reduction goal and to meeting customer requirements.
|
Name
|
Base Salary
($) |
X
|
Bonus Target as
% of Base Salary (%)
|
X
|
Earned Bonus
(%) |
=
|
Earned Bonus
($) |
Thomas Stocker(1)
|
500,934
|
|
70
|
|
115.7
|
|
405,706
|
Jaymi Wilson
|
467,208
|
|
70
|
|
115.7
|
|
378,392
|
Barbara J. Runyon
|
467,446
|
|
60
|
|
115.7
|
|
324,508
|
(1)
|
Amounts reported in this table for Mr. Stocker were converted from Euros to U.S. Dollars using the 2024 averaged exchange rate of EUR 1 = 1.05 USD.
|
![]() |
![]() |
![]() |
Relative TSR modifier has the potential
to impact overall performance +/- 25%
|
Metric
|
% of Grant Value
of Target PSUs |
Definition
|
Annual and Three-year
Expansion of Adjusted
EBITDA Margin
|
75%
|
Growth in (1) earnings (losses) before interest, taxes, depreciation and amortization, deferred financing cost amortization, non-cash stock-based compensation expense, and other gains
and losses not reflective of the Company’s ongoing operations and related tax effects (as determined by the Compensation and Talent Committee, in its sole discretion), including transaction expenses, debt retirement expenses,
impairment of assets held for sale, gain or loss on sale of business, restructuring expense, unrealized currency gain or loss and unrealized revaluation of derivatives, divided by (2) revenue, each for the same performance period.
Adjusted EBITDA Margin aligns with our focus on overall sales growth, strong margins and profitable operations.
Growth goals are pre-established for annual 2024 goal and the three-years ended 2026 goal, while using “constant growth” model for 2025 and 2026 annual goals.
|
Three-Year Relative
Revenue Growth
|
25%
|
Relative Revenue Growth as defined under the 2023 Senior Level Bonus Plan (see “Senior Level Bonus Plan–Cash Bonus”) over three years. Relative Revenue Growth rewards relative
performance compared to automotive industry peers, and neutralizes macroeconomic factors beyond management’s control.
|
Relative TSR
(modifier) |
+/- 25%
|
Performance modifier that can increase or decrease the total payout of target PSUs by 25% if Relative TSR performance is at or above the 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 2024 awards, the beginning stock price is equal to the 20-trading day average closing stock price of the Common Stock immediately preceding the first day of the performance period (January 1, 2024) and the ending stock
price is equal to the 20-trading day average closing price for the Common Stock on December 31, 2026.
|
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.
|
|
|
Element
|
Target PSUS Adjusted EBITDA Margin
($)
|
Target PSUS Relative Revenue Growth
($) |
RSUS
($) |
Total Target Values
($) |
Phillip M. Eyler
|
2,362,500
|
787,500
|
1,350,000
|
4,500,000
|
Matteo Anversa
|
765,000
|
255,000
|
680,000
|
1,700,000
|
Thomas Stocker
|
405,000
|
135,000
|
360,000
|
900,000
|
Jaymi Wilson
|
405,000
|
135,000
|
360,000
|
900,000
|
Barbara J. Runyon
|
360,000
|
120,000
|
320,000
|
800,000
|
Hui (Helen) Xu
|
405,000
|
135,000
|
360,000
|
900,000
|
Element
|
Target PSUS Adjusted
EBITDA Margin (#) |
Target PSUS Relative
Revenue Growth (#) |
RSUS
(#) |
Phillip M. Eyler
|
44,350
|
14,783
|
25,344
|
Matteo Anversa
|
14,361
|
4,787
|
12,768
|
Thomas Stocker
|
7,603
|
2,534
|
6,759
|
Jaymi Wilson
|
7,603
|
2,534
|
6,759
|
Barbara J. Runyon
|
6,758
|
2,253
|
6,009
|
Hui (Helen) Xu
|
7,603
|
2,534
|
6,759
|
–
|
Adjusted EBITDA and Relative Revenue Growth. Adjusted EBITDA and Relative Revenue Growth goals (including threshold, target and maximum
goals) and Adjusted EBITDA and Relative Revenue Growth achieved will be adjusted by the Committee to reflect the following items: acquisitions, investments and divestitures not addressed in the strategic plan for the performance
period; restructuring costs; regulatory changes; accounting rule changes; and other items of an unusual nature that infrequently occur. Unlike the adjustment policy for the Senior Level Bonus Plan, the Committee generally does
not adjust the performance metrics or results of PSUs for changes in foreign exchange rates due to the multi-year performance period. However, the Committee reserves the right to make such adjustment in its discretion in the
event of a large-scale, macroeconomic event that impacts foreign currency rates.
|
–
|
Relative TSR. A company that is included in the Relative TSR peer group at the grant date will be removed from the Relative TSR calculation
for the Relative TSR period in the event of any of the following events during the Relative TSR period: mergers, acquisitions or business combination transactions of a peer group company if the company is not the surviving
entity; a peer group going private or a liquidation of a peer group company; and the bankruptcy of a peer group company if the company is not publicly traded at the end of the performance period.
|
Element
|
2024 Information
|
Defined Contribution
Retirement Plan
|
• The Company maintains the 401(k) Plan to provide all eligible
U.S. employees, including the NEOs other than Mr. Stocker, with a means to accumulate retirement savings on a tax-advantaged basis. For 2024, on a discretionary basis, the Company matched 100% of each employee’s contributions up
to a contribution equal to 4% of the employee’s compensation, with such employee contributions subject to IRS limitations. The Company may, but is not required to, make additional discretionary contributions. The Company has not
made any discretionary contribution to the 401(k) Plan since its inception.
• Mr. Stocker participates in the same standard retirement benefits scheme as all other
employees located in Germany.
|
Automotive Benefit
|
• The Company believes it is important that our leadership team
thoroughly understand our products and are users of our products, in particular since the automotive segment has been and continues to be our primary market and represents a substantial portion of our revenues.
• The Company provides each NEO with the use of a Company-leased automobile or an
automobile allowance and reimbursement of related expenses in line with the policy covering such benefits located in their country of employment. Pursuant to the terms of her employment contract and in accordance with market
practice for executives on international assignment in China, the Company provides Ms. Xu with a Company-leased automobile and the services of a driver.
|
Assignment-Related
Relocation Benefits
|
• Ms. Xu is a United States resident whose primary work location has been Shanghai, China
since her hiring in August 2019. In June 2023, Ms. Xu received an updated assignment contract to more clearly outline the expatriate benefits she received while on assignment in Shanghai. Pursuant to her updated assignment
contract, Ms. Xu received additional benefits during the term of her international assignment, including tax services support and tax equalization, home leave, and full reimbursement of education and housing expenses.
|
Award
|
Adjusted EBITDA Margin (75%)
Performance Period |
Relative Revenue Growth (25%)
Performance Period |
2024 Award
|
Annual periods in 2024, 2025 and 2026 (each
25% weighted) and pre-established three-year period ending 12/31/2026 (25% weighted)* |
Three-year period ending 12/31/2026*
|
*At end of performance period, aggregate payout of two metrics will be subject to achievement of rTSR modifier, which is calculated over a three-year period ending 12/31/2026
|
Award
|
Relative TSR (20%) Performance Period
|
ROIC (20%) Performance Period
|
Adjusted EBITDA (40%) Performance Period
|
Relative Revenue Growth (20%) Performance Period
|
2023 Award
|
Three-year period
ending 3/14/2026 |
2025
|
Three-year period
ending 12/31/2025 |
Three-year period
ending 12/31/2025 |
Award
|
Relative TSR (20%)
Performance Period |
ROIC (40%) Performance
Period |
Adjusted EBITDA (40%) Performance Period
|
2022 Award
|
Three-year period ending
3/11/2025 |
2024
|
Three-year period ending 12/31/2024
|
-
|
Adjusted EBITDA (50% weighted) – increased weighting from 40% in 2024
|
-
|
New Business Wins, or bookings (30% weighted) – new metric replacing prior revenue metric. Reported to shareholders on a quarterly basis in
the Company’s SEC filings and, beginning with the first quarter of 2025, represents the lifetime sales of awards during the fiscal year for the automotive business, orders obtained within the plan year for the medical
business, and adjacent market growth, inclusive of conquest awards on our core technology platforms in other industries
|
-
|
Adjusted Free Cash Conversion (20% weighted) – new metric replacing the prior strategic metrics for executive management. Defined as cash
flow from operating activities (excluding cash restructuring costs and one-time non-operational matters) plus proceeds from asset sales less CAPEX, divided by Adjusted EBITDA as defined and calculated within the annual plan
|
![]() |
![]() |
![]() |
-
|
Annual and three-year growth in three-year Adjusted EBITDA Margin (75% weighting) – no change compared to 2024
|
■
|
Goals are set and measured each year using a constant growth methodology over three years (with 25% weighting for 2025, 2026, and 2027 and a pre-set goal for 2027)
|
-
|
Year-over-year Revenue Growth (25% weighting) – replaces Relative Revenue Growth
|
■
|
Goals are set and measured each year using a constant growth methodology over three years (with 25% weighting for 2025, 2026, and 2027 and a pre-set goal for 2027)
|
-
|
Continue to use a PSU payout modifier based on the Company’s actual TSR performance against the Company’s TSR peer group (no change)
|
■
|
If performance is below the 25th percentile, the total PSU award payout will be downward modified by 25%
|
■
|
If the performance is at or above the 75th percentile, the total PSU award payout will be upward modified by 25%
|
■
|
There is no modification if performance is greater than the 25th percentile and less than the 75th percentile
|
■
|
Maintains definition of Relative TSR and the current TSR peer group
|
![]() |
![]() |
![]() |
||
Relative TSR modifier has the potential
to impact overall performance +/- 25%
|
Relative TSR modifier has the potential
to impact overall performance +/- 25%
|
-
|
Base Salaries. The Committee approved no increase for the continuing NEOs (and all executive committee members),
to show solidarity with the full workforce, whom received reduced increases as precaution in anticipation of volatility within the automotive industry.
|
-
|
Target Bonus. The Committee maintained the target bonuses (as a percentage of base salary) for the continuing NEOs
for 2025.
|
-
|
Target Equity Grant Value. The Committee reduced target annual equity grant values to revert NEOs back to standard
levels after years of retention-based increases. 2025 targets continue to align with market data. The 2025 target annual equity awards include 60% of target value being delivered via PSUs and 40% being delivered via RSUs for the
continuing NEOs (no change as compared to 2024).
|
Name and Principal Position
|
Salary
($) |
Target Bonus
(% of Base Salary) |
Make Whole
Bonus
($) (1) |
2025 Equity
Grant Value ($)(2)
|
Make Whole RSU Grant Value ($)(3)
|
Automobile Allowance
($) |
William Presley
President and Chief Executive Officer |
950,000
|
125
|
2,700,000
|
4,000,000
|
4,700,000
|
—
|
|
Jonathan Douyard
Executive Vice President, Chief Financial Officer and Treasurer |
600,000
|
80
|
1,300,000
|
1,100,000
|
2,000,000
|
12,000
|
(1)
|
Paid in two equal installments. For Mr. Presley the first installment was paid in January 2025 and the second installment will be paid within 45 days of January 1, 2026; and for Mr.
Douyard, the first installment was paid in March 2025 and the second installment will be paid within 45 days of July 1, 2025.
|
(2)
|
Mr. Presley’s equity grant value will be delivered in PSUs (target PSUs weighted at 70% of grant value) and RSUs (weighted at 30% of grant value). Mr. Douyard’s equity grant value
will be delivered in PSUs (target PSUs weighted at 60% of grant value) and RSUs (weighted at 40% of grant value).
|
(3)
|
Vesting pro rata annually on each of the first three anniversaries of the grant date, which was February 24, 2025.
|
Belden Inc. (BDC)
|
Columbus Mckinnon Corporation (CMCO)
|
CTS Corporation (CTS)
|
Dorman Products, Inc. (DORM)
|
Fabrinet (FN)
|
Fox Factory Holding Corp. (FOXF)
|
Gentex Corp. (GNTX)
|
Kimball Electronics, Inc. (KE)
|
LCI Industries (LCII)
|
Littelfuse, Inc. (LFUS)
|
Methode Electronics, Inc. (MEI)
|
Modine Manufacturing Company (MOD)
|
Standard Motor Products, Inc. (SMP)
|
Stoneridge, Inc. (SRI)
|
Visteon Corporation (VC)
|
|
The Compensation and Talent Committee
|
|
|
|
John Stacey, Chair
|
|
Charles Kummeth
|
|
Betsy Meter
|
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.
Name and Principal
Position
|
Year
|
Salary
($) |
Bonus
($)(1) |
Stock Awards
($)(2) |
Non-Equity Incentive
Plan Compensation
($)(3)
|
All Other
Compensation
($)(4)
|
Total
($) |
Phillip M. Eyler(5)
Former President and
Chief Executive Officer, and Interim
Chief Financial Officer
|
2024
|
1,007,412
|
—
|
4,938,265
|
—
|
370,762
|
6,316,439
|
||||||
2023
|
959,500
|
—
|
4,694,643
|
1,566,951
|
351,397
|
7,572,491
|
|||||||
2022
|
911,250
|
—
|
3,499,553
|
786,250
|
205,733
|
5,408,566
|
|||||||
Matteo Anversa(5)
Former Executive Vice President of Finance, Chief Financial Officer
and Treasurer
|
2024
|
412,652
|
—
|
1,842,052
|
—
|
25,573
|
2,280,277
|
||||||
2023
|
592,940
|
—
|
1,451,862
|
619,908
|
36,839
|
2,701,549
|
|||||||
2022
|
555,511
|
300,000
|
693,348
|
306,335
|
37,025
|
1,892,219
|
|||||||
Thomas Stocker(6)
Senior Vice President and General
Manager, Europe Automotive
|
2024
|
496,117
|
—
|
975,165
|
405,706
|
29,298
|
1,906,286
|
||||||
2023
|
492,941
|
—
|
726,034
|
451,865
|
30,639
|
1,701,479
|
|||||||
2022
|
467,178
|
—
|
520,002
|
210,620
|
36,827
|
1,234,864
|
|||||||
Jaymi Wilson
Senior Vice President and General
Manager, Europe Automotive, Global
Sales and Marketing
|
2024
|
460,212
|
—
|
975,165
|
378,392
|
31,152
|
1,844,921
|
||||||
Barbara J. Runyon
Senior Vice President,
Chief Human
Resources Officer
|
2024
|
462,951
|
100,000
|
866,887
|
324,508
|
32,118
|
1,786,464
|
||||||
2023
|
426,263
|
—
|
622,308
|
348,157
|
24,477
|
1,421,205
|
|||||||
2022
|
427,035
|
150,000
|
433,484
|
193,184
|
25,800
|
1,229,503
|
|||||||
Hui (Helen) Xu(5)(7)
Former Senior Vice President and General
Manager, Asia Automotive
|
2024
|
488,955
|
—
|
975,165
|
—
|
1,945,486
|
3,409,606
|
||||||
2023
|
470,150
|
—
|
726,034
|
428,999
|
633,967
|
2,259,149
|
|||||||
2022
|
442,442
|
—
|
520,002
|
204,036
|
498,043
|
1,664,523
|
|
(1)
|
Amount in 2024 reflects a one-time, discretionary cash bonus, including for significant efforts undertaken regarding the executive transitions in 2024.
|
(2)
|
Amounts reported reflect the aggregate grant date fair value of RSUs and PSUs granted to the NEOs under the 2023 Equity Plan. For Mr. Eyler, 30% of the grant value of the awards are
time-vested RSUs and 70% of the grant value are target PSUs. For all other NEOs, 40% of the grant value of the awards are time-vested RSUs and 60% of the grant value are target PSUs. For 2024, target PSUs are earned based on
achievement of Relative Revenue Growth (25% of target PSU grant value), and based on achievement of Adjusted EBITDA Margin (75% of target PSU grant value).
|
|
Under FASB ASC Topic 718, the provisions of the PSUs that vest upon the achievement of Relative Revenue Growth and Adjusted EBITDA Margin are considered a market condition because
of the Relative TSR modifier, and therefore the effect of that market condition is reflected in the grant date fair value for this portion of award. A third party was engaged to complete a Monte Carlo simulation to account for the
market condition. That simulation takes into account the beginning stock price of our common stock, the expected volatilities for the TSR comparator group, the expected volatilities for the Company’s stock price, correlation
coefficients, the expected risk-free rate of return and the expected dividend yield of the Company and the comparator group. The single grant-date fair value computed by this valuation method is recognized by the Company in
accounting for the awards regardless of the actual future outcome of the Relative TSR feature. Therefore, there is no separate maximum grant-date fair value reported with respect to the Relative Revenue Growth PSUs and Adjusted
EBITDA Margin PSUs.
|
|
The grant date fair value of the RSUs are calculated as the closing price of our common stock as quoted on Nasdaq on the grant date multiplied by the number of shares subject to the
award.
|
(3)
|
Amounts reported for each year reflect non-equity incentive compensation earned in that year, although paid in the subsequent year. Bonuses under the 2024 Senior Level Bonus Plan
were paid in March 2025. Mr. Eyler, Mr. Anversa and Ms. Xu did not earn a bonus for 2024 due to their termination of employment. All amounts reported for 2024, 2023 and 2022 represent payments under the Senior Level Bonus Plan for
such year.
|
|
(4)
|
The table below details the amounts reported as all other compensation for 2024.
|
|
|
In connection with her international assignment in China, Ms. Xu’s automobile amount below also includes the services of a driver, and the amounts reported as temporary relocation
benefits include tax preparation services and reimbursement for education and housing expenses.
|
|
|
Ms. Xu also received temporary relocation benefits, in alignment with her assignment contract, of $178,809, which includes tax preparation services and reimbursement for education and
housing expenses, and total tax benefits (in accordance with Gentherm's tax equalization policy) of $1,681,577, which includes $1,585,059 in foreign tax obligations and $96,517 in tax equalization payments to Ms. Xu related to her international assignment.
|
Name
|
Deferred Compensation
Plan
($) |
Retirement and HSA
Matching
($) |
Automobile Lease or Allowance
($) |
Mobile Phone Allowance
($) |
Phillip M. Eyler
|
332,362
|
13,800
|
24,000
|
600
|
Matteo Anversa
|
2,706
|
14,467
|
8,000
|
400
|
Thomas Stocker
|
—
|
15,067
|
13,007
|
1,224
|
Jaymi Wilson
|
4,752
|
13,800
|
12,000
|
600
|
Barbara J. Runyon
|
4,718
|
14,800
|
12,000
|
600
|
Hui (Helen) Xu
|
5,758
|
13,800
|
64,942
|
600
|
(5)
|
Mr. Anversa and Ms. Xu departed the Company in September 2024 and December 2024, respectively; as a result, their salaries were prorated for the partial year and they did not earn a
bonus. Mr. Eyler departed the Company in December 2024 and did not earn a bonus.
|
(6)
|
All cash payments reported for Mr. Stocker were paid in Euros and were converted to US Dollars for purposes of this table. In 2024, 2023 and 2022, we used the average exchange rate
of EUR 1 = 1.05 USD, EUR 1 = 1.09 USD and EUR 1 = 1.09 USD, respectively.
|
(7)
|
Reflects a revised "Total" amount for Ms. Xu for 2022, which was 1,664,523 but was inadvertently disclosed as 1,644,523 in Summary Compensation Table of our previously filed
Definitive Proxy Statement on Schedule 14A.
|
NEO
|
Employment Agreement or Offer Letter
|
||
Mr. Eyler
|
• On September 18, 2017, the Company and Mr. Eyler entered into
a written agreement concerning Mr. Eyler’s employment (the “Eyler Contract”).
• The Eyler Contract provides for an initial annual base salary
of $750,000, subject to periodic review and increase, eligibility for bonus compensation, with a target bonus of 100% of annual base salary, and other ancillary benefits, such as paid vacation, use of a Company-leased automobile and
health and welfare benefits, generally consistent with those provided to other Company executive officers.
|
||
Mr. Anversa
|
• On October 22, 2018, the Company and Mr. Anversa entered into
a written agreement concerning Mr. Anversa’s employment (the “Anversa Contract”).
• The Anversa Contract provides for an initial annual base
salary of $500,000, subject to periodic review and increase, eligibility for bonus compensation, with a target bonus of 60% of annual base salary, and other ancillary benefits, such as paid vacation, use of a Company-leased
automobile and health and welfare benefits, generally consistent with those provided to other Company executive officers.
• The Company reimbursed Mr. Anversa for the costs of relocating
his principal residence to the Northville, Michigan area in accordance with the Company’s policy applicable to other Company executive officers. Under the terms of the Anversa Contract, Mr. Anversa received a make-whole bonus of
$550,000.
|
||
Mr. Stocker
|
• On July 5, 2019, Gentherm GmbH and Mr. Stocker entered into a
written agreement concerning Mr. Stocker’s employment (the “Stocker Contract”).
• The Stocker Contract provides for an initial annual base
salary of €400,000 (approximately $436,000, based on the 2022 average Euro to U.S. Dollar exchange rate of 1.09 in 2022), eligibility for bonus compensation, with a target bonus of 50% of annual base salary and other ancillary
benefits, such as paid vacation and use of a Company-owned automobile, generally consistent with those provided to other Company executive officers.
|
||
|
|||
Ms. Wilson
|
• On November 11, 2013, the Company extended a letter of
employment to Ms. Wilson. In connection with her promotion to a vice president role on July 11, 2018 and again in connection with her promotion to an executive officer role on September 14, 2021, the Company extended amendments to
such letter of employment (collectively, the “Wilson offer letter”).
• The Wilson offer letter, at the time of her promotion to an
executive officer role, provided an initial annual base salary of $350,000, eligibility for bonus compensation, with a target bonus of 50% of annual base salary, eligibility for equity compensation at the discretion of the Board,
generally on the same terms and conditions as other executive officers, other ancillary benefits, including benefits under the Company’s welfare benefit programs, paid vacation, use of a Company-owned automobile, generally
consistent with those provided to other Company executive officers.
• Ms. Wilson also received a promotional equity grant of RSUs in
the amount of $100,000, which vest equally over the first three year of Ms. Wilson’s employment without performance conditions.
|
||
|
|||
Ms. Runyon
|
• On June 18, 2018, the Company extended a letter of employment
to Ms. Runyon (the “Runyon offer letter”).
• The Runyon offer letter provided an initial annual base salary
of $370,000, eligibility for bonus compensation, with a target bonus of 50% of annual base salary, eligibility for equity compensation at the discretion of the Board, generally on the same terms and conditions as other executive
officers, other ancillary benefits, including benefits under the Company’s welfare benefit programs, paid vacation, use of a Company-owned automobile, generally consistent with those provided to other Company executive officers.
• Ms. Runyon also received a signing and retention bonus of
$250,000 and an initial equity compensation grant of RSUs in the amount of $400,000, 60% of which vest based on company financial measures over the first three years of Ms. Runyon’s employment and 40% of which vest equally over the
first three year of Ms. Runyon’s employment without performance conditions.
|
Ms. Xu
|
• On August 6, 2019, the Company extended a letter of employment
to Ms. Xu (the “Xu offer letter”).
• The Xu offer letter provided an initial base salary of
$385,000, eligibility for bonus compensation, with a target bonus of 50% of annual base salary, eligibility for equity compensation at the discretion of the Board, generally on the same terms and conditions as other executive
officers, other ancillary benefits, including benefits under the Company’s welfare benefit programs generally as provided to other executive officers.
• In June 2023, Ms. Xu received an updated assignment contract
to more clearly outline the expatriate benefits she receives while on assignment in Shanghai. Pursuant to her updated assignment contract, Ms. Xu receives additional benefits during the term of her international assignment,
including tax services support and tax equalization, home leave, and full reimbursement of education and housing expenses.
|
||
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under
Equity Incentive Plan Awards |
Name
|
Grant
Date |
Board
Approval Date |
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
All Other Stock Awards:
Number of Shares of Stock or Units (#) |
Grant Date Fair Value of Stock and Option Awards
($)(5) |
Phillip M.
Eyler |
—
|
(1)
|
25,489
|
1,274,438
|
2,548,876
|
—
|
—
|
—
|
—
|
—
|
3/15/2024(2)
|
3/15/2024
|
—
|
—
|
—
|
7,392
|
14,783
|
29,566
|
—
|
897,032
|
|
3/15/2024(3)
|
3/15/2024
|
—
|
—
|
—
|
22,175
|
44,350
|
88,700
|
—
|
2,691,158
|
|
3/15/2024(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
25,344
|
1,350,075
|
|
Matteo
Anversa |
—
|
(1)
|
10,084
|
504,186
|
1,008,372
|
—
|
—
|
—
|
—
|
—
|
3/15/2024(2)
|
3/15/2024
|
—
|
—
|
—
|
2,394
|
4,787
|
9,574
|
—
|
290,475
|
|
3/15/2024(3)
|
3/15/2024
|
—
|
—
|
—
|
7,181
|
14,361
|
28,722
|
—
|
871,425
|
|
3/15/2024(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
12,768
|
680,151
|
|
Thomas
Stocker |
—
|
(1)
|
7,013
|
350,654
|
701,308
|
—
|
—
|
—
|
—
|
—
|
3/15/2024(2)
|
3/15/2024
|
—
|
—
|
—
|
1,267
|
2,534
|
5,068
|
—
|
153,763
|
|
3/15/2024(3)
|
3/15/2024
|
—
|
—
|
—
|
3,802
|
7,603
|
15,206
|
—
|
461,350
|
|
3/15/2024(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
6,759
|
360,052
|
|
Jaymi
Wilson |
—
|
(1)
|
6,541
|
327,046
|
654,092
|
—
|
—
|
—
|
—
|
—
|
3/15/2024(2)
|
3/15/2024
|
—
|
—
|
—
|
1,267
|
2,534
|
5,068
|
—
|
153,763
|
|
3/15/2024(3)
|
3/15/2024
|
—
|
—
|
—
|
3,802
|
7,603
|
15,206
|
—
|
461,350
|
|
3/15/2024(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
6,759
|
360,052
|
|
Barbara J.
Runyon |
—
|
(1)
|
5,609
|
280,473
|
560,946
|
—
|
—
|
—
|
—
|
—
|
3/15/2024(2)
|
3/15/2024
|
—
|
—
|
—
|
1,127
|
2,253
|
4,506
|
—
|
136,712
|
|
3/15/2024(3)
|
3/15/2024
|
—
|
—
|
—
|
3,379
|
6,758
|
13,516
|
—
|
410,075
|
|
3/15/2024(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
6,009
|
320,099
|
|
Hui (Helen)
Xu |
—
|
(1)
|
6,912
|
345,592
|
691,184
|
—
|
—
|
—
|
—
|
—
|
3/15/2024(2)
|
3/15/2024
|
—
|
—
|
—
|
1,267
|
2,534
|
5,068
|
—
|
153,763
|
|
3/15/2024(3)
|
3/15/2024
|
—
|
—
|
—
|
3,802
|
7,603
|
15,206
|
—
|
461,350
|
|
3/15/2024(4)
|
3/15/2024
|
—
|
—
|
—
|
—
|
—
|
—
|
6,759
|
360,052
|
(1)
|
Represents possible payouts under the Company’s 2023 Senior Level Bonus Plan. Threshold performance reflects earned performance at the threshold level solely for the Increase in
Renewable Energy Share, which equals 2% of the target bonus. Actual bonuses earned for 2024 are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for 2024.
|
(2)
|
PSUs that are earned and vest based on Relative Revenue Growth metric.
|
(3)
|
PSUs that are earned and vest based on Adjusted EBITDA Margin performance metric.
|
(4)
|
Time-vested RSUs.
|
(5)
|
Under FASB ASC Topic 718, the PSUs that vest based on Relative Revenue Growth and Adjusted EBITDA Margin are considered a market condition because of the Relative TSR modifier, and
therefore, the effect of that market condition is reflected in the grant date fair value for these PSUs. The PSUs granted on March 15, 2024 had a grant-date fair value of $60.68 per target share, as computed under FASB ASC Topic 718
using a Monte Carlo simulation. The RSUs granted on March 15, 2024 that are time-vested have a grant-date fair value of $53.27 per share, which was the closing price of our common stock as quoted on NASDAQ on the grant date.
|
Award Types
|
Stock options (including nonqualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, performance stock units,
performance units, and other awards based on or related to shares of common stock (each an “Award” and collectively the “Awards”).
|
||
Available Shares
|
The number of shares of common stock that may be issued pursuant to Awards under the 2023 Equity Plan is (i) 3,730,000 shares of common stock, plus (ii) shares of common stock
subject to outstanding Awards under the 2013 Equity Plan (as of the effective date of the 2023 Equity Plan) that, after such effective date, are forfeited, surrendered, terminated (other than by exercise), cancelled, lapsed or
reacquired by the Company prior to vesting, without the delivery of any shares of common stock, and otherwise comply with the recycling provisions of the 2013 Equity Plan and 2023 Equity Plan (the “Share Limit”).
|
||
Share Counting
|
Awards of stock options and stock appreciation rights count against the Share Limit as 1.00 share of common stock for each share of common stock covered by such Awards and all other
Awards payable in shares of common stock will count against the Share Limit as 1.85 shares of common stock for each share of common stock covered by such Awards.
|
||
No Dividends Or Dividend Equivalents
|
No dividend or dividend equivalent payments are paid on any unvested Awards, stock options or SARs. Generally, restricted stock, RSUs and PSUs only will receive dividends or dividend
equivalent payments upon vesting of the Awards. Stock options and SARs are not eligible to receive dividends or dividend equivalents.
|
||
Minimum Vesting
|
New Awards have a minimum vesting period of one year from the grant date, with an exception for shares representing 5% of the Share Limit and substitute awards from an acquisition.
|
||
No Liberal Share Recycling
|
The following shares will not be added back to the Share Limit: (i) shares that are delivered to or withheld by the Company to pay the exercise price or strike price of stock options
or SARs, respectively, or used to cover withholding taxes for any Award; (ii) shares repurchased on the open market with the proceeds of a stock option exercise; and (iii) shares not issued upon the net settlement or net exercise
of stock options or SARs.
|
||
No Evergreen Increase Of The Share Limit
|
The 2023 Equity Plan does not include an automatic share replenishment feature, and therefore the Company will continue to seek shareholder approval for future increases in the Share
Limit.
|
||
Shareholder Approval For Repricing
|
The 2023 Equity Plan prohibits repricing or exchange of underwater stock options without shareholder approval.
|
||
No Discounted Stock Options Or SARs
|
The 2023 Equity Plan prohibits granting stock options or SARs with an exercise price or strike price, respectively, less than the fair market value of our common stock on the grant
date.
|
||
Certain Awards Subject To Clawback Policy
|
Any Awards granted under the 2023 Equity Plan are subject to the Company’s clawback policy, which is applicable to our executive officers and overseen by the Compensation and Talent
Committee.
|
||
No Transferability Of Awards Generally
|
Awards generally cannot be transferred except by will or the laws of descent and distribution, subject to limited approvals that may be approved by the Compensation and Talent
Committee; provided, unless approved by shareholders, no Award can be transferred for value and no stock option or SAR can be transferred to a third-party financial institution.
|
||
No Liberal Change In Control Definition
|
The definition of Change in Control in the 2023 Equity Plan does not include events where an actual change in control of the Company may not occur (e.g., commencement or announcement
of a tender offer or shareholder approval of a merger).
|
Stock Awards
|
|
Name
|
Grant
Date |
Number of shares or units of stock that have not vested
(#)(1) |
Market value of shares or units of stock that have not vested
($)(2) |
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested
(#)(3) |
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested
($)(2) |
Thomas
Stocker |
3/11/2022
|
953
|
38,044
|
1,458
|
58,193
|
|||||
3/14/2023
|
2,726
|
108,822
|
7,356
|
293,652
|
||||||
3/15/2024
|
6,759
|
269,819
|
10,137
|
404,669
|
||||||
Jaymi
Wilson |
3/11/2022
|
795
|
31,736
|
1,215
|
48,489
|
|||||
3/14/2023
|
2,726
|
108,822
|
7,356
|
293,652
|
||||||
3/15/2024
|
6,759
|
269,819
|
10,137
|
404,669
|
||||||
Barbara J.
Runyon |
3/11/2022
|
795
|
31,736
|
1,215
|
48,489
|
|||||
3/14/2023
|
2,333
|
93,253
|
6,306
|
251,736
|
||||||
3/15/2024
|
6,009
|
239,879
|
9,011
|
359,719
|
(1)
|
RSUs granted to the NEOs in 2022, 2023 and 2024 vest ratably over three years, with one third vesting on each anniversary of the grant date, in each case provided such person’s
employment is continuing on such applicable vesting date.
|
(2)
|
Based on the closing price of our common stock as quoted on Nasdaq on December 31, 2024, which was $39.92.
|
(3)
|
Represents outstanding Relative TSR, ROIC, Adjusted EBITDA, Adjusted EBITDA Margin and Relative Revenue Growth PSUs with performance conditions that have not yet been satisfied.
The number of PSUs has been calculated for purposes of this table based on the assumption that (i) 0% performance, 85% performance and 0% performance will be achieved for the 2022 Relative TSR, ROIC and Adjusted EBITDA PSUs,
respectively, (ii) Target performance, Maximum performance, Target performance and Target performance will be achieved for the 2023 Relative TSR, ROIC, Adjusted EBITDA and Relative Revenue Growth PSUs, respectively, and (iii)
Target performance and Target performance will be achieved for the 2024 Adjusted EBITDA Margin and Relative Revenue Growth PSUs, respectively (assuming no rTSR modifier). The number of shares reported for PSU grants in 2022 are
based on actual performance for the applicable performance period. In the first quarter of 2025, the Committee determined that (i) 85.0% of the ROIC PSUs granted in 2022 were earned based on actual ROIC performance of 12.8%, which
was between threshold and target; (ii) 0% of the Adjusted EBITDA PSUs granted in 2022 were earned based on actual performance of $493 million, which was below threshold; and (iii) 0% of the Relative TSR PSUs granted in March 2022
were earned based on Relative TSR performance at the 21st
percentile of the applicable Relative TSR peer group during the three-year performance period, which was 20th out of 25 companies. For additional information on the actual performance and payout of the award, please see the
“Compensation Discussion and Analysis” section.
|
Option Awards
|
Stock Awards
|
Name
|
Number of Shares
Acquired on
Exercise
(#)
|
Value Realized
on Exercise
($)(1)
|
Number of shares
acquired on vesting (#) |
Value realized on vesting
($)(2) |
Phillip M. Eyler
|
134,684
|
6,771,182
|
42,544
|
2,046,958
|
Matteo Anversa
|
—
|
—
|
6,139
|
340,804
|
Thomas Stocker
|
—
|
—
|
4,102
|
227,832
|
Jaymi Wilson
|
—
|
—
|
3,632
|
196,091
|
Barbara J. Runyon
|
—
|
—
|
3,392
|
188,389
|
Hui (Helen) Xu
|
—
|
—
|
3,745
|
207,989
|
(1)
|
Based on the number of stock options exercised multiplied by the difference between (A) the purchase price received upon sale of the underlying shares and (B) the exercise price.
|
(2)
|
Based on the number of RSUs and PSUs vested multiplied by the closing price of our common stock as quoted on Nasdaq on the date of vesting.
|
Name
|
Executive
Contributions in 2024 ($) |
Registrant
Contributions in 2024
($)(1) |
Aggregate
Earnings in 2024 ($) |
Aggregate Withdrawals/
Distributions ($) |
Aggregate Balance as
of December 31, 2024 ($)(2) |
|
Phillip M. Eyler
|
41,915
|
316,940
|
207,951
|
—
|
1,828,697
|
|
Matteo Anversa
|
65,649
|
10,809
|
31,051
|
—
|
295,481
|
|
Jaymi Wilson
|
130,254
|
4,944
|
18,471
|
—
|
237,762
|
|
Barbara Runyon
|
174,079
|
4,779
|
16,790
|
—
|
304,890
|
|
Hui (Helen) Xu
|
650,445
|
5,779
|
157,771
|
—
|
1,477,513
|
|
(1)
|
Represents Company contributions for the benefit of each NEO to the Deferred Compensation Plan reflecting amounts each NEO would have been able to receive as matching
contributions under the 401(k) Plan but for certain salary reduction and related limitations of the Code. For Mr. Eyler, the amount reported also includes $305,865 of Company contributions for the benefit of Mr. Eyler to the
Deferred Compensation Plan pursuant to the Eyler DC Agreement for 2024 performance and credited to Mr. Eyler’s account in 2025.
|
(2)
|
The reported amounts do not take into account the amounts in the “Registrant Contributions in 2024” column in the table above that were accrued during 2024 but were credited to
each participant’s account in 2025, but does include the following Company contributions included in the Summary Compensation Table for 2022 and 2023, respectively: $163,550 and $316,940 for Mr. Eyler.
|
Termination without “cause” or by person for “good reason”
|
Termination without “cause” or by person for “good reason” from
signing agreement to 12 months following change in control
|
|
Name and Principal Position
|
Lump-sum Cash Payments
|
Health & Welfare Benefits
|
Outplacement
Services ($) |
Acceleration
of Unvested Equity |
Lump-sum Cash Payments
|
Health & Welfare Benefits
|
Outplacement Services
($) |
Acceleration
of Unvested Equity |
Thomas
Stocker |
Pro-rata current bonus at actual(1)
|
―
|
―
|
―
|
24 months of salary + 2 years of target bonus
|
―
|
―
|
―
|
Jaymi
Wilson |
1 year of salary + pro-rata current bonus at target
|
1 year
|
―
|
―
|
24 months of salary + 2 years of target bonus
|
18
months |
―
|
―
|
Barbara J.
Runyon |
1 year of salary + pro-rata current bonus at target
|
1 year
|
―
|
―
|
24 months of salary + 2 years of target bonus
|
18
months |
―
|
―
|
(1)
|
Mr. Stocker’s employment contact (governed by German law) provides that he is entitled to a prorated bonus in the year of termination and provides for a six-month
notification period for a termination of employment. Upon any such termination, he will receive severance in accordance with German law, which is negotiated at the time of termination and is dependent on the specific facts and
circumstances at the time of departure.
|
Death
|
Disability
(more than 30 days) |
Voluntary
(no qualified retirement) |
Voluntary
(qualified retirement) |
Cause
|
Without Cause
|
Pro rata
|
Pro rata - for quarters working more than 60 days
|
None
|
Committee has discretion to pay either none or pro rata
|
None
|
Committee has discretion to pay either none or pro rata
|
ANY TERMINATION EXCEPT DEATH
(unvested equity) |
Forfeited (except per employment agreement or offer letter)
|
Any Termination Except Death
(unvested equity) |
Termination Other Than “For Cause”
(vested stock options) |
Termination “For Cause”
(vested stock options) |
Forfeited (except per employment
agreement or offer letter) |
Exercisable for 90 days after termination
(or shorter period for expiration date) |
Forfeited
|
Other Notes Applicable to Table
|
|
|
|
|
|
|
|
|
|
01
|
|
02
|
|
03
|
The value of the acceleration of PSUs and RSUs is calculated as the closing price of our common stock on Nasdaq on December 31, 2024 ($39.92) multiplied by the number of unvested
shares of common stock underlying such awards at December 31, 2024.
|
|
The value of the acceleration of stock options is calculated as (A) the difference between (i) the closing price of our common stock on Nasdaq on December 31, 2024 ($39.92) and
(ii) the exercise or base price of the stock options (B) multiplied by the number of unvested shares of common stock underlying such awards at December 31, 2024 (with negative amounts treated as having zero value).
|
|
Under the 2023 Senior Level Bonus Plan, the Compensation and Talent Committee has discretion to pay pro rata bonuses in certain circumstances. Under the 2013 Equity Plan and the
2023 Equity Plan, the Compensation and Talent Committee has the authority to accelerate in full the vesting of the unvested portion of outstanding equity awards held by the NEOs.
The table assumes the Compensation and Talent Committee does not utilize such discretion.
|
Executive
|
Payments Upon Termination
|
Termination without Cause
or for Good Reason ($) |
Change in Control Plus Termination
Without Cause or For Good Reason ($) |
Thomas
Stocker(4) |
Severance amount
|
350,654 (1)
|
1,703,176 (2)
|
Equity incentives (vesting accelerated)
|
―
|
1,173,199 (4)
|
|
Total
|
350,654
|
2,876,375
|
Jaymi
Wilson |
Severance amount
|
1,121,299(1)
|
1,588,507 (2)
|
Equity incentives (vesting accelerated)
|
―
|
1,157,187 (3)
|
|
Total
|
1,121,299
|
2,745,694
|
Barbara J.
Runyon |
Severance amount
|
1,048,897 (1)
|
1,526,599 (2)
|
Equity incentives (vesting accelerated)
|
―
|
1,024,812 (3)
|
|
Total
|
1,048,897
|
2,551,412
|
(1)
|
Represents cash severance benefits per the employment contracts.
|
(2)
|
Represents enhanced cash severance in the event of a termination in the first 12 months following a change in control per the employment contracts.
|
(3)
|
Reflects accelerated vesting of RSUS and PSUs in the event of a termination in the first 12 months following a change in control under the award agreements, with the number of
PSUs based on actual performance through the change in control for PSUs subject to a stock price or total shareholder return performance measure and at target for PSUs subject to any other performance measure.
|
(4)
|
Amounts reported in this table for Mr. Stocker were converted from Euros to US Dollars using the 2024 average exchange rate of EUR 1 = 1.05 USD.
|
|
|
|
|
|
Value Of Initial Fixed $100 Investment Based On:
|
|
|
Year
|
Summary Compensation
Table Total For PEO ($)(1) |
Compensation
Actually Paid To PEO ($)(2) |
Average
Summary Compensation Table Total For Non-PEO NEOs ($)(3) |
Average
Compensation Actually Paid To Non-PEO NEOs ($)(4) |
Total
Shareholder Return ($)(5) |
Peer Group
Total Shareholder Return ($)(6) |
Net Income
($ In Millions) (7) |
Adjusted EBITDA
($ In Millions) (8) |
2024 | | ( | | | | | | |
2023 | | | | | | | | |
2022 | | ( | | | | | | |
2021 | | | | | | | | |
2020 | | | | | | | | |
(1) | Reflects the amount reported in the “Total” column of the Summary Compensation Table for our Principal Executive Officer (“PEO”), |
(2) | Amounts reported reflect CAP for Mr. Eyler, as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect the actual amount of compensation earned by or paid to Mr. Eyler during the applicable year. The adjustments below were made to Mr. Eyler’s total compensation for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K. No amounts were reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for any applicable year, so no defined benefit and actuarial pension plan adjustments were made for any applicable year. |
Year
|
Reported
Summary Compensation Table Total For PEO ($) |
Less
|
Reported
Value Of Equity Awards ($)(A) |
Plus
|
Equity Award
Adjustments ($)(B) |
Equals
|
Cap For Peo
($) |
2024 | | - | | + | ( | = | ( |
2023 | | - | | + | | = | |
2022 | | - | | + | ( | = | ( |
2021 | | - | | + | | = | |
2020 | | - | | + | | = | |
(a)
|
Amounts reflect the grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. No amounts were
reported in the “Option Awards” column in the Summary Compensation Table for any applicable year.
|
(b) | The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value; and (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year. No awards were granted and vested in same year for any applicable year and no dividends or other earnings were paid on awards in any applicable year. The fair values of RSUs and PSUs included in the CAP to our PEO and the Average CAP to our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for 2024. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Any changes to the RSU and PSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates, and for PSUs (ROIC/Adjusted EBITDA), updated Company performance metric projections. The amounts deducted or added in calculating the equity award adjustments for Mr. Eyler are as follows: |
Year
|
Year End Fair Value
Of Equity Awards Granted In The Year And Outstanding And Unvested At Year End ($) |
Year Over Year Change
In Fair Value Of Outstanding And Unvested Equity Awards ($) |
Change In Fair Value
To The Vesting Date Of Equity Awards Granted In Prior Years That Vested In The Year ($) |
Fair Value At The End
Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year ($) |
Total Equity
Award Adjustments ($) |
2024 | | ( | | ( | ( | |||||
2023 | | ( | ( | | | |||||
2022 | | ( | ( | | ( | |||||
2021 | | | | | | |||||
2020 | | | | | |
(3) | Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group (excluding Mr. Eyler) for each corresponding year. See “Named Executive Officer Compensation Tables – Summary Compensation Table for 2024, 2023 and 2022”. The names of each of the other NEOs (excluding Mr. Eyler) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Mr. Anversa, Mr. Stocker, Ms. Wilson, Ms. Runyon and Ms. Xu, (ii) for 2023, Mr. Anversa, Mr. Stocker, Mr. Sundaram and Ms. Xu; (iii) for 2022, Mr. Anversa, Ms. Runyon, Mr. Stocker and Ms. Xu; (iv) for 2021, Mr. Anversa, Matthew Fisch, Mr. Stocker, Ms. Xu and Paul Giberson; and (v) for 2020, Mr. Anversa, Mr. Fisch, Mr. Giberson and Yijing Brentano. |
(4) | Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Eyler), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect an average of the actual amount of compensation earned by or paid to the other NEOs as a group (excluding Mr. Eyler) during the applicable year. The adjustments below were made to the average total compensation for the NEOs as a group (excluding Mr. Eyler) for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K. No amounts were reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for any applicable year, so no defined benefit and actuarial pension plan adjustments were made for any applicable year. |
| Year | Average Reported Summary Compensation Table Total For Non-PEO Neos ($) | Less | Average Reported Value Of Equity Awards ($) | Plus | Average Equity Award Adjustments ($)(A) | Equals | Average Cap For Non-PEO Neos ($) | |
2024 | | - | | + | ( | = | | ||
2023 | | - | | + | | = | | ||
2022 | | - | | + | ( | = | | ||
2021 | | - | | + | | = | | ||
| 2020 | | - | | + | | = | | |
|
| (a) | See note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments for the other NEOs as a group (excluding Mr. Eyler) are as follows: |
| Year | Average Year End Fair Value Of Equity Awards Granted In The Year And Outstanding And Unvested At Year End ($) | Year Over Year Average Change In Fair Value Of Outstanding And Unvested Equity Awards ($) | Average Change In Fair Value To The Vesting Date Of Equity Awards Granted In Prior Years That Vested In The Year ($) | Average Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year ($) | Total Average Equity Award Adjustments ($) | |
2024 | | ( | | ( | ( | ||
2023 | | ( | ( | | | ||
2022 | | ( | ( | | ( | ||
2021 | | | | ( | | ||
2020 | | | | | | ||
(5)
|
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between
the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future
stock performance.
|
(6) | Represents the TSR for the Dow Jones US Auto Parts Index, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. |
(7)
|
Amounts reflect the net income as reported in the Company’s audited consolidated financial statements for the applicable year.
|
(8) | |
MOST IMPORTANT PERFORMANCE MEASURES | ||
| | |
| | |
| |




China
|
1,734
|
|
Czech Republic
|
318
|
|
North Macedonia
|
2,416
|
|
Mexico
|
5,478
|
|
Morocco
|
52
|
|
Ukraine
|
1,520
|
|
Vietnam
|
1,244
|
|
Total of Above Low Prevailing Wage Countries
|
12,762
|
|
All Other Countries
|
1,484
|
|
Total
|
14,246
|
Name
|
Shares Owned
(1) |
Right to Acquire
(2) |
Total
|
Aggregate Percent
of Class |
Sophie Desormière
|
32,936
|
—
|
32,936
|
*
|
David Heinzmann
|
11,998
|
—
|
11,998
|
*
|
Ronald Hundzinski
|
25,896
|
—
|
25,896
|
*
|
Laura Kowalchik
|
4,028
|
—
|
4,028
|
*
|
Charles Kummeth
|
16,570
|
—
|
16,570
|
*
|
Betsy Meter
|
10,297
|
—
|
10,297
|
*
|
William Presley
|
—
|
—
|
—
|
*
|
John Stacey
|
17,745
|
—
|
17,745
|
*
|
Kenneth Washington
|
4,190
|
—
|
4,190
|
*
|
Phillip Eyler
|
139,663
|
—
|
139,663
|
*
|
Matteo Anversa
|
47,523
|
—
|
47,523
|
*
|
Thomas Stocker
|
3,499
|
5,074
|
8,573
|
*
|
Jaymi Wilson
|
16,367
|
4,831
|
21,198
|
*
|
Barbara J. Runyon
|
19,419
|
4,386
|
23,805
|
*
|
Hui (Helen) Xu
|
18,947
|
—
|
18,947
|
*
|
Executive officers and directors as a group (20 persons)
|
395,123
|
41,936
|
437,059
|
1.4%
|
BlackRock, Inc. (3)
55 East 52nd Street
New York, NY 10055
|
5,345,096
|
—
|
5,345,096
|
17.4%
|
The Vanguard Group (4)
100 Vanguard Blvd.
Malvern, PA 19355
|
3,651,904
|
—
|
3,651,904
|
11.9%
|
Trigran Investments, Inc. (5)
630 Dundee Road, Suite 230
Northbrook, IL 60062
|
1,887,857
|
—
|
1,887,857
|
6.1%
|
(1)
|
Amounts include the following number of unvested shares of restricted stock as of March 11, 2025: Ms. Desormière, Mr. Heinzmann, Mr. Hundzinski, Ms. Kowalchik,
Mr. Kummeth, Ms. Meter, Mr. Stacey and Dr. Washington: 2,662 shares each; and all executive officers and directors as a group, 21,296 shares.
|
(2)
|
Amounts reflect the number of shares that such holder could acquire the RSUs and PSUs scheduled to vest within 60 days of March 11, 2025.
|
(3)
|
Based on Schedule 13G/A filed with the SEC on January 22, 2024. This report includes holdings of various subsidiaries of the holding company, and includes ownership of more
than 5% of our common stock by Blackrock Fund Advisors. BlackRock, Inc. has sole power to vote 5,345,096 shares and sole power to dispose 5,286,568 shares.
|
(4)
|
Based on Schedule 13G/A filed with the SEC on February 13, 2024. The Vanguard Group, Inc. has shared power to vote 60,572 shares, sole power to dispose 3,557,356 shares and
shared power to dispose 94,548 shares.
|
(5)
|
Based on Schedule 13G filed with the SEC on February 9, 2024. Trigran Investments, Inc. has shared power to vote 1,807,860 shares and shared power to dispose 1,887,857 shares.
|

OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025
Efficiencies Of Continued Engagement
|
|
Audit Effectiveness
|
|
Expertise And Industry Knowledge
|
The Audit Committee, management and Ernst & Young have invested significant time, resources and money to ensure a successful ongoing engagement and to establish extensive
familiarity with our business.
|
|
Ernst & Young’s performance on the Company’s audit and non-audit work for 2024 and management’s assessment of such performance.
|
|
Ernst & Young’s qualifications, independence, capabilities, and expertise, evident through its audit planning and reports, industry knowledge, resources and staffing,
objectivity and professional skepticism.
|
|
|
|
|
|
External Data On Audit Quality And Performance
|
|
Reasonableness Of Fees
|
|
Communication
|
Results of recent PCAOB reports on Ernst & Young and peer firms and improvements made from period to period.
|
|
The terms of the audit engagement, including the reasonableness of audit and non-audit fees charged taking into account the breadth and complexity of services provided, as well as
the efficiency achieved in performing such services.
|
|
The quality of Ernst & Young’s communications to and interactions with the Audit Committee at meetings and the Chair of the Audit Committee between meetings.
|
|
|
|
|
|
Ratification Proposal At 2024 Annual Meeting
|
|
Auditor Independence
|
|
|
At the 2024 annual meeting, over 99% of shareholder votes supported the ratification of the appointment of Ernst & Young to serve as our independent registered public
accounting firm for 2024.
|
|
Ernst & Young employs a rigorous process for monitoring and maintaining independence, and its transparent disclosure regarding related considerations.
|
|
|
![]() |
The Board recommends that you
vote FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31st, 2025 |
![]() Reviewed and discussed with management and Ernst & Young the unaudited quarterly financial statements included in Form 10-Qs filed with the SEC.
|
|
![]() Periodically reviewed and discussed with management and Ernst & Young the Company’s earnings press releases, earnings guidance and the use of non-GAAP information.
|
|
![]() Reviewed and discussed with Ernst & Young the overall scope and plans for its audit for 2024.
|
|
|
|
|
|
![]() Reviewed and discussed with management and Ernst & Young the audited consolidated financial statements, and Ernst & Young’s opinion thereon, included in the Form 10-K for
2024 filed with the SEC and the 2024 annual report to shareholders.
|
|
![]() Reviewed and discussed with management the Company’s significant accounting policies and key judgments, and changes in the Company’s accounting practices, principles, controls or
methodologies, or in its financial statements.
|
|
![]() Reviewed with management and Ernst & Young significant risks and exposures identified by management and the overall adequacy and effectiveness of the Company’s legal,
regulatory and compliance programs.
|
|
|
|
|
|
![]() Reviewed and discussed with management its assessment and report, and reviewed and discussed with Ernst & Young its opinion, on the effectiveness of the Company’s internal
control over financial reporting as of December 31, 2024.
|
|
![]() Discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.
|
|
![]() Received the written disclosures and the letter from Ernst & Young required by the applicable requirements of the PCAOB regarding Ernst & Young’s communications with the
Committee concerning independence, and discussed with Ernst & Young its independence with respect to the Company, including any relationships which may impact its objectivity and independence and whether the provision of
specified non-audit services was compatible with the auditors’ independence under current guidelines.
|
|
Audit Committee
|
|
|
|
Betsy Meter, Chair
|
|
David Heinzmann
|
|
Ronald Hundzinski
|
|
Laura Kowalchik
|
2024
($)
|
2023
($)
|
Audit Fees (1)
|
1,827,887
|
1,938,614
|
Audit-Related Fees (2)
|
26,435
|
279,550
|
Tax Fees (3)
|
478,957
|
559,469
|
All Other Fees (4)
|
—
|
—
|
Total Fees
|
2,333,280
|
2,777,633
|
(1)
|
Audit fees in 2024 and 2023 consisted of fees related to the annual audit of our financial statements, the audit of the effectiveness of internal control over financial
reporting, the review of quarterly financial statements and for services provided in connection with statutory and regulatory filings or engagements.
|
(2)
|
Audit related fees in 2024 and 2023 consisted of fees related to accounting for accounting matters related to unique transactions occurring throughout the year related to the
United States and Europe.
|
(3)
|
Tax fees in 2024 and 2023 consisted primarily of fees related to tax compliance and tax advice.
|
(4)
|
All other fees in 2024 and 2023 consisted of fees for services not contained in the above categories and include permissible advisory services.
|
01
|
To elect nine directors named in this proxy statement, each to serve for a one-year term until the 2026 annual meeting of shareholders and until a successor has been duly elected and qualified, or
until such director’s earlier resignation, retirement or other termination of service.
|
02
|
To approve (on an advisory basis) the compensation of our named executive officers.
|
03
|
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025.
|
|
|
|
HOW DO VOTES IMPACT APPROVAL OF PROPOSAL
|
||||
PROPOSAL
|
REQUIRED
APPROVAL
|
FOR
|
WITHHOLD /
AGAINST
|
ABSTENTION
|
BROKER
NON-VOTES
|
||
01
|
Election of Nine Directors
|
Plurality of votes cast*
|
For the proposal
|
Against the proposal
|
—
|
Not a vote cast
|
|
02
|
Advisory Vote on NEO Compensation
|
Majority of votes cast
|
For the proposal
|
Against the proposal
|
Not a vote cast
|
Not a vote cast
|
|
03
|
Ratification of Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2025
|
Majority of votes cast
|
For the proposal
|
Against the proposal
|
Not a vote cast
|
—
|
Plan Category
|
Number of Securities to be Issued
Upon Exercise of Outstanding Options, Warrants and Rights (A) |
Weighted-Average Exercise
Price of Outstanding Options, Warrants and Rights (B) ($) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column
(A)(C))
|
Equity compensation plans approved by security holders
|
762,343
|
—
|
3,448,234
|
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
Total
|
762,343
|
—
|
3,448,234
|
(a)
|
Consists of the following: (A) 55,531 shares reserved for issuance upon vesting of RSUs issued under the 2013 Equity Plan; (B) 291,084 shares reserved for
issuance upon vesting of PSUs under the 2013 Equity Plan; (C) 147,130 shares reserved for issuance upon vesting of RSUs issued under the 2023 Equity Plan; and (D) 268,598 shares reserved for issuance
upon vesting of PSUs under the 2023 Equity Plan. The maximum number of shares issuable upon the vesting of such PSUs has been reserved by this amount, the actual number of shares issuable will be determined at the
time of vesting and could be less.
|
(b)
|
Excludes RSUs and PSUs, which have no exercise price.
|
(c)
|
Consists of shares of common stock that may be issued pursuant to awards under the 2023 Equity Plan. To the extent awards were, or in the future are, made in the form of
full-value shares, the number of shares available for future issuance has been and will be reduced by 1.85 multiplied by the number of shares awarded. For purposes of this calculation, PSUs are assumed to be issuable at the
maximum award.
|
–
|
macroeconomic, geopolitical and similar global factors in the cyclical Automotive industry;
|
–
|
increasing U.S. and global competition, including with non-traditional entrants;
|
–
|
our ability to effectively manage new product launches and research and development, and the market acceptance of such products and technologies;
|
–
|
the evolution and recent challenges of the automotive industry towards electric vehicles, autonomous vehicles and mobility on demand services, and related consumer behaviors and preferences;
|
–
|
our ability to convert automotive new business awards into product revenues;
|
–
|
the recent supply-constrained environment, and inflationary and other cost pressures;
|
–
|
the production levels of our major customers and OEMs in our key markets and sudden fluctuations in such production levels;
|
–
|
our business in China, which is subject to unique operational, competitive, regulatory and economic risks;
|
–
|
the impact of our global operations, including our global supply chain, operations within Ukraine, and foreign currency and exchange risk;
|
–
|
the impact of global economic and trade policies, including increases in duties, tariffs and taxation on the import or export of our products related to U.S. trade disputes;
|
–
|
our ability to attract and retain highly skilled employees and wage inflation;
|
–
|
a tightening labor market, labor shortages or work stoppages impacting us, our customers or our suppliers, such as recent labor strikes among certain OEMs and suppliers;
|
–
|
our achievement of product cost reductions to offset customer-imposed price reductions or other pricing pressures;
|
–
|
our product quality and safety and impact of product safety recalls and alleged defects in products;
|
–
|
our ability to execute efforts to optimize our global supply chain and manufacturing footprint, including opening new facilities and transferring production;
|
–
|
our ability to integrate our recent acquisitions and realize synergies, as well as to consummate additional strategic acquisitions, investments and exits, and achieve planned benefits;
|
–
|
any security breaches and other disruptions to our information technology networks and systems, as well as privacy, data security and data protection risks, including risks associated with use of
artificial intelligence capabilities in our business operations;
|
–
|
any loss or insolvency of our key customers and OEMs, or key suppliers;
|
–
|
our ability to project future sales volume based on third-party information, based on which we manage our business;
|
–
|
the protection of our intellectual property in certain jurisdictions;
|
–
|
our compliance with global anti-corruption laws and regulations;
|
–
|
legal and regulatory proceedings and claims involving us or one of our major customers;
|
–
|
the extensive regulation of our patient temperature management business;
|
–
|
risks associated with our manufacturing processes;
|
–
|
the effects of climate change and catastrophic events, as well as regulatory and stakeholder-imposed requirements to address climate change and other sustainability issues;
|
–
|
our product quality and safety;
|
–
|
our borrowing availability under our revolving credit facility, as well ability to access the capital markets, to support our planned growth;
|
–
|
our indebtedness and compliance with our debt covenants; and
|
–
|
other risks, uncertainties and other factors set forth in “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for 2023, and subsequent reports filed with or furnished to the U.S.
Securities and Exchange Commission.
|
–
|
If you hold your common shares through a bank, broker or other nominee, you should contact such record holder directly.
|
–
|
If you are a shareholder of record, you should contact Computershare, P.O. Box 30170, College Station, TX 77842-3170 or (800) 962-4284.
|
By Order of the Board of Directors
|
|
|
|
|
![]() |
|
|
|
Wayne Kauffman
|
|
|
Senior Vice President, General Counsel and Secretary
|


