UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

GENTHERM INCORPORATED

(Exact name of registrant as specified in its charter)

Wayne Kauffman, Senior Vice President and General Counsel, (248) 504-0500

(Name and telephone number, including area code, of the person to contact in connection with this report)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

Section 1 – Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

A copy of the Conflict Minerals Report of Gentherm Incorporated for the reporting period January 1, 2020 to December 31, 2020 is provided as Exhibit 1.01 hereto. Such report is also publicly available at https://gentherm.gcs-web.com/financial-information/sec-filings. The information included in such Conflict Minerals Report is incorporated herein by reference herein. This Form SD, including Exhibit 1.01 attached hereto, contains references to our website; however, the information on our website is not incorporated by reference into this Form SD or Exhibit 1.01.

Item 1.02 Exhibit

The Conflict Minerals Report as required by Item 1.01 of Form SD is filed herewith as Exhibit 1.01.

Section 2 – Exhibits

Item  2.01 Exhibits

Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

Date: May 27, 2021

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Exhibit 1.01

Conflict Minerals Report of Gentherm Incorporated

This Conflict Minerals Report of Gentherm Incorporated (“Gentherm”, “we”, or the “Company”) covers the reporting period from January 1 to December 31, 2020. This report was prepared in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended.

Business Overview

Gentherm is a global developer and marketer of innovative thermal management technologies for a broad range of heating and cooling and temperature control applications. Our products provide solutions for automotive passenger climate comfort and convenience, battery thermal management and cell connecting systems, as well as patient temperature management within the health care industry. Our automotive products can be found on the vehicles of nearly all major automotive manufacturers operating in North America and Europe, and several major automotive manufacturers in Asia. We operate in locations aligned with our major customers’ product strategies to provide locally enhanced design, integration and production capabilities. The Company is also developing a number of new technologies and products that are expected to help enable improvements to existing products and to create new product applications for existing and new markets.

The products that the Company manufactured or contracted to have manufactured in 2020 that it determined contain or may contain any 3TG (as defined below) are listed below.

Due Diligence Framework and Overview

We undertook due diligence on the source and chain of custody of the tantalum, tin, tungsten, and gold (“Conflict Minerals” or “3TG”) we use when producing our products. We designed our due diligence to conform to an internationally recognized due diligence framework, the Organization for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition, and related supplements (“OECD Framework”).

The OECD Framework divides the entire conflict mineral supply chain into upstream and downstream entities. An upstream entity is within the conflict minerals supply chain from the mine to the smelter or refiner and includes miners, local traders, and exporters from the country of mineral origin, international concentrate traders, mineral processors, smelters, and refiners. A downstream entity is within the conflict minerals supply chain from when the mineral leaves the smelter or refiner to when it arrives at the retailer and includes metal traders and exchanges, component manufacturers, product manufacturers, original equipment manufacturers, and retailers.

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The Company is a downstream entity and is typically several tiers removed from the smelter or refiner and mineral origin. We have limited visibility beyond our direct suppliers to entities within the supply chain. Therefore, we rely principally on our direct suppliers to provide us with sourcing information.

We conduct a portion of our due diligence using tools and relying on information provided by the Responsible Minerals Initiative (“RMI”), an industry group that works to address Conflict Minerals issues within supply chains. One tool we use is the Conflict Minerals Reporting Template (“CMRT”), which facilitates the collection of information on the source of Conflict Minerals. We also rely on information from the Conflict-Free Smelter Program, a voluntary initiative in which an independent third party audits the procurement activities of a smelter or refiner to determine with reasonable confidence that the minerals it processes originated from conflict-free sources.    

Due Diligence Process

The OECD Framework provides a five-step framework for risk-based due diligence in the mineral supply chain. Using this framework, we list the actions we took to exercise due diligence on the sourcing of Conflict Minerals we used when manufacturing our products.

Step 1 - Establish strong company management systems

Step 2 - Identify and assess risks in the supply chain

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Step 3 - Design and implement a strategy to respond to identified risks

Step 4 - Carry out independent third-party audits of supplier’s due diligence practices

Step 5 - Report annually on supply chain due diligence

RCOI and Due Diligence Measures Performed

The Company’s Reasonable Country of Origin Inquiry (“RCOI”) was designed to determine whether the Conflict Minerals, which are necessary to the functionality or production of a product manufactured (or contracted to be manufactured) by the Company, originated in the Covered Countries. The Company performed a good faith, risk-based, global scoping exercise to identify suppliers that were considered in-scope and subject to RCOI in the 2020 calendar year. Through communications with these suppliers, the Company attempted to identify smelters and refiners of Conflict Minerals that may be utilized in its products.

The Company’s RCOI and due diligence employed a combination of measures to determine whether the necessary Conflict Minerals in Gentherm’s products originated from the Covered Countries. The Company identified suppliers of commodity groups with high potential of containing Conflict Minerals. In other cases, the materials supplied were analyzed by other means. All identified Conflict Mineral suppliers were surveyed to ascertain for each Conflict Mineral (a) the smelter or refiner where it was processed, (b) its country of origin and (c) the mine or location of origin, using the CMRT and RMAP.

The Company, strives for 100% participation of suppliers but did not receive responses from all of its suppliers and, in some cases, responses were incomplete or did not appear to be accurate. Furthermore, the majority of our suppliers that did provide names of smelters/refiners and country of origin information, did so only on an entity-wide basis without distinguishing between 3TG purchased for goods supplied to Gentherm and 3TG purchased for other purposes. Because we did not receive full and complete responses from every supplier in every case, we were unable to determine the country of origin of Conflict Minerals or whether such products were from recycled or scrap sources.

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Smelters and Refiners

Gentherm identified 672 suppliers that were considered in-scope and subject to RCOI in the 2020 calendar year. These in-scope suppliers covered over $412 million, approximately 94%, of our total material spending. We received responses and feedback from suppliers accounting for approximately 64% of all in-scope vendors, and covering 95% of the in-scope spend in 2020. Responses were collected from all significant in-scope suppliers, with the largest non-responder representing less than 0.17% of purchasing spend.

The conformant and active smelters and refiners that our suppliers identified in the CMRTs that they submitted to us for this reporting year are provided in a listing in Attachment A. As noted above, we did not receive responses from all of our surveyed suppliers, some responsive suppliers indicated they were unable to identify the smelters and refiners used to process 3TG in their products and most of the CMRTs we received from our suppliers were made on an entity-wide basis, rather than on a product-level basis. Therefore, the list of conformant and active smelters in Attachment A and the numbers in the table below summarizing smelter conformance at a Company level may both omit smelters that are in the Company’s supply chain and include smelters that are not in the Company’s supply chain.

The following table summarizes smelter conformance at a Company level. The table includes the number of smelters undergoing a certification or recertification process by RMI in the “Number Active” column. In the “Number Other” column, the table also includes the number of facilities identified by our suppliers that are either not identified on RMI’s Smelter Reference List or identified on the Smelter Reference List but not conformant or active.

Due Diligence Enhancements

We plan to undertake the following steps during the next compliance periods to (1) determine the country of origin of the Conflict Minerals and the facilities used to mine and refine the Conflict Minerals used in, and necessary to, the functionality or production of our products and (2) further mitigate the risks that necessary Conflict Minerals contained in the Company’s products finance or benefit armed groups in Covered Countries:

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Forward-Looking Statements

Except for historical information contained herein, statements in this Conflict Minerals Report are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The principal forward-looking statements in this Conflict Minerals Report include the Company’s expected changes to its Conflict Minerals program. The forward-looking statements included in this Conflict Minerals Report are made as of the date hereof or as of the date specified herein and are based on management’s reasonable expectations and beliefs. Such statements are subject to a number of important assumptions, risks, uncertainties and other factors that may cause actual results or performance to differ materially from that described in or indicated by the forward-looking statements, including (a) the continued implementation of compliance measures by the Company’s direct and indirect suppliers, (b) changes in regulatory requirements relating to the sourcing of 3TG, and (c) those factors described under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2020 and subsequent quarterly reports. Except as required by law, the Company expressly disclaims any obligation or undertaking to update any forward-looking statements to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

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Attachment A

The Company compiled the following information from CMRTs submitted by its suppliers as part its RCOI and due diligence measures. The smelter names listed below are based on information made publicly available by the RMI as part of its RMAP conformant assessments as of May 19, 2021, and include all smelters noted as conformant or active by RMI. “Conformant” denotes smelters and refiners which are conformant to a responsible mineral sourcing validation program. “Active” denotes smelters and refiners which are participating in a responsible mineral sourcing validation program.

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