April 4, 2024

Dear Gentherm Shareholders:

We invite you to attend the 2024 annual meeting of shareholders on Thursday, May 16, 2024, at 8:30 a.m., Eastern time. The annual meeting will be held in a virtual-only format to provide broad access for shareholders and employees. We encourage you to submit your proxy vote in advance of the meeting by following the instructions on the accompanying proxy card.

2023 In Review

In 2023 the Global Gentherm team continued to demonstrate strong execution despite unexpected challenges such as the United Auto Workers strike in North America.

We achieved record annual revenue for the third consecutive year, growing 22% over 2022 to nearly $1.5 billion in 2023. Both the Automotive and Medical businesses posted record revenue and, within Automotive, we achieved record revenue for Climate Controlled Seat (CCS®), seat heaters, steering wheel heaters and battery performance solutions.

In 2023 we also further accelerated our automotive award growth across multiple product lines and geographies, securing $2.6 billion in new awards, a 46% increase over the $1.8 billion recorded in 2022. In particular, high content product categories such as CCS® and hands-on-detection enabled steering wheel heaters were primary drivers. As the leading independent supplier, we have successful relationships with over 50 global automotive customers and over 30 seat manufacturers. The adoption of combined thermal, pneumatic lumbar and massage solutions by OEMs and Tier 1 customers, enabled by our acquisition of Alfmeier last year, is well ahead of our initial expectations. In addition, we are also expanding our partnerships with some of the fastest growing auto manufacturers globally, such as Li Auto and BYD in China.

During the year, we also continued our disciplined approach to managing operating expenses. Our ongoing “Fit for Growth” initiatives have reduced our expenses by approximately 400 basis points, from 20% of revenue in 2018 to 16% of revenue in 2023. As a result, in 2023 we delivered the highest annual Adjusted EBITDA in company history, an increase of more than 30% compared to 2022.

The financial and operating results for 2023 clearly demonstrate the continued strong execution by the Gentherm team globally and are indicative of the continued strong progress we are achieving on our Midterm Strategy.

Midterm Strategy

As we outlined last year, we are executing against a clearly defined, four-pronged strategy to drive growth and generate shareholder value. Our Profitable Growth Flywheel leverages four elements to drive growth:

Leverage World Class Talent and Culture

As we continue to transform the Company and drive growth, we are building internal leadership and technical capabilities in order to scale our business. We’ve strengthened our talent at every level to successfully compete and win. We’ve enriched our culture through the spirit of listening and feedback, and we are driving stronger employee engagement. Finally, we have adopted a number of board and governance best practices over the last five years. All of this has set up a strong foundation for future acceleration. We believe very strongly that companies don’t compete – people do.

Extend Technology Leadership

A key component of Gentherm’s success and growth has been our ability to leverage our core technology competencies to continuously drive innovation to deliver new, industry-leading solutions. The automotive industry is a long cycle business, and the company has longstanding relationships with its customers. As such, we partner with them to deliver critical components for vehicles planned years in advance. As a result, Gentherm is designing and developing solutions for vehicles of the future.

Over the past several years, as sales of hybrid and electric vehicles have risen, so has the amount of Gentherm content on those vehicles. Going forward, our customers are building software defined vehicles, further enabling vehicles to have systems and controls which can be modified and updated over time. Gentherm again is a leader in this new era of vehicle manufacturing. In fact, in 2023, General Motors awarded Gentherm a breakthrough scalable ClimateSense® software award for nearly all future architecture General Motors internal combustion and electric vehicles. As software defined vehicles grow in the global market, Gentherm is perfectly positioned to increase hardware and software content to enable greater energy efficiency, personalization and novel comfort and wellness experiences.

At the Consumer Electronics Show in January 2024, we unveiled WellSense^TM: A software defined consumer experience that delivers customized, in-cabin comfort sensations that promotes alertness, wellness and well-being. We also announced ComfortScale^TM in February 2024: A modular solution which combines several distinct thermal and pneumatic comfort components into one integrated seating system.

Uniquely, Gentherm is the largest independent supplier of thermal and pneumatic solutions for automotive seating. This is a significant competitive advantage for the company resulting in our market leadership and vast remaining opportunities to further grow the business.

Focused Growth

As we have just discussed, the automotive industry is a long cycle business with production planned well in advance. Nevertheless, we must remain disciplined and agile in order to pivot the business or shift priorities as markets and circumstances dictate. As the awards growth demonstrates, we are successfully working with our customers to build the right products for future automotive production.

To successfully execute our focused growth plan, we rigorously manage operating costs, make investments where required and allocate resources where they will be most productive. To support the award growth, we have undertaken investments in increased production capacity in Mexico and Morocco. These capacity expansions are currently underway and on track to come online as planned.

In addition, after a thoughtful review of the Battery Performance Solutions business, we have decided to pause the pursuit of our proprietary battery cell connecting board opportunities as adoption rates by electric vehicle manufacturers have been lower than expected due to their decision to continue with legacy solutions. As a result, we have reallocated resources previously dedicated to this product line to support our expanding operations in thermal, pneumatic and electronics solutions driven by the high award activity in those areas.

Looking forward, we expect a substantive increase in the adoption of our climate and comfort solutions in seats, steering wheels and other surfaces within the vehicle, expanding across more vehicles, more applications within vehicles and in more markets. As a result, thermal comfort proliferation is expected to continue to outpace vehicle growth. Given our numerous competitive advantages across these product categories, we are confident in our continued growth.

Deliver Financial Excellence

The global Gentherm team again executed disciplined financial management in 2023. This allowed us to deliver a 200-basis point improvement in Adjusted EBITDA margin rate year over year on a proforma basis, and to generate nearly $120 million of cash flow from operations, of which $90 million was deployed for share repurchases.

In 2024, we will execute Fit-for-Growth 2.0 initiatives to enable margin expansion over the next few years. In addition, our relentless focus on operational excellence, technology leadership and strong cash flow generation, positions the Company well for profitable, long-term growth.

Positioned for Continued Success

As we enter into 2024 and beyond, we are in a strong position as a company to continue executing prudent, responsible growth and generating sustained returns for our shareholders.

Our technology is unmatched, and we are a visionary leader in the thermal and pneumatic comfort market, which is growing at a faster pace than the automotive market. As we are independent and able to solve for any OEM or seat manufacturer’s applications, we are perfectly positioned to capitalize on the growth of the market.

Governance Updates

In 2023, the Board exercised its evergreen search process to identify and onboard two new directors, enhancing board composition and adding key skills. The Board, through its Nominating and Corporate Governance Committee, oversaw the Company’s efforts to develop its renewable energy strategy, implement enhanced controls for its sustainability reporting processes and develop models for understanding financial impacts of its sustainability program. The Board also oversaw a significant project to overhaul the Company’s Code of Conduct. Finally, earlier this year, the Board, through its Audit Committee, expanded its cybersecurity oversight and governance by installing additional quarterly reports by our Chief Information Officer on the Company’s cybersecurity posture and events.

Our ability to provide unique, innovative and energy-efficient solutions that are shaping the vehicles of the future - paired with our consistent track record of executing our strategy with financial discipline – strongly positions us for continued profitable growth.

We look forward to providing you with updates of our progress over the coming years.

On behalf of the Board of Directors, we thank you for your continued investment and support of Gentherm. We respectfully request you to vote in accordance with our recommendations at the 2024 annual meeting.

Sincerely,

Phillip M. Eyler	Ronald Hundzinski
President and Chief Executive Officer	Non-executive Chair of the Board

GENTHERM INCORPORATED

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

Our 2024 annual meeting of shareholders will be held on Thursday, May 16, 2024, at 8:30 a.m., Eastern Daylight Time, in a virtual-only format at www.virtualshareholdermeeting.com/THRM2024, to conduct the following items of business:

Only holders of our common stock at the close of business on March 18, 2024, the record date, are entitled to receive this notice and to attend and vote at the annual meeting.

We have elected to furnish proxy materials to you primarily through the Internet. On or about April 4, 2024, we intend to mail to our shareholders of record a Notice of Internet Availability of Proxy Materials containing instructions on how to access the accompanying proxy statement and our 2023 annual report to shareholders through the Internet and how to vote.

We have designed the format of the annual meeting to provide our shareholders with similar rights and opportunities to participate to what they would have at an in-person meeting. You will be able to attend and participate in the annual meeting online, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/THRM2024 and entering the 16-digit control number on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card. A list of shareholders of record will also be available during the annual meeting on the meeting website. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website, please call the technical support number that will be posted on the meeting log-in page.

	By Order of the Board of Directors
	Wayne Kauffman
	Senior Vice President, General Counsel and Secretary

Northville, Michigan

April 4, 2024

Your vote is very important. Whether or not you plan to attend the meeting via live webcast, we urge you to vote promptly and save us the expense of additional solicitation. If you virtually attend the annual meeting, you may revoke your proxy in accordance with the procedures set forth in the proxy statement and vote online during the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD MAY 16, 2024

The Notice of 2024 Annual Meeting of Shareholders, the accompanying Proxy Statement, and the 2023 annual report to shareholders are available at www.proxyvote.com.

Table of Contents

PROXY STATEMENT | ANNUAL MEETING OF SHAREHOLDERS | MAY 16, 2024

PROXY SUMMARY

This proxy summary does not contain all of the information that you should consider. You should read the entire proxy statement before voting. For more complete information regarding the 2023 performance of Gentherm Incorporated (“Gentherm”, “we”, “us”, “our” or the “Company”), review our 2023 annual report to shareholders.

PLEASE VOTE TODAY

 

Your vote is important. Whether or not you plan to attend the 2024 annual meeting of shareholders (the “annual meeting”) via live webcast, we urge you to vote promptly to save us the expense of additional solicitation. Please carefully review the proxy materials and follow the instructions below to cast your vote on all of the proposals.

 

VOTING METHODS IN ADVANCE OF ANNUAL MEETING

 

Even if you plan to attend the annual meeting, please vote in advance. Make sure to have your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card and follow the instructions. If you are a record holder, you may vote using one of the following methods. If you are a beneficial owner, you may vote using one of the methods listed on your voting instruction card.

 

Online:		By Phone:		By Mail:
www.proxyvote.com		1-800-690-6903		Request a printed copy of the
				proxy materials and complete,
				sign and return your proxy card

1 | 2024 PROXY STATEMENT

PROPOSALS, BOARD RECOMMENDATIONS AND REQUIRED VOTE

BUSINESS OVERVIEW

Gentherm is the global market leader of innovative thermal management and pneumatic comfort technologies for the automotive and medical industries. Automotive products include variable temperature Climate Control Seats®, heated automotive interior systems (including heated seats, steering wheels, armrests and other components), battery performance solutions, cable systems, lumbar and massage comfort solutions, valve systems, and other electronic devices. Our automotive products can be found on vehicles manufactured by nearly all the major original equipment manufacturers (“OEMs”) operating in North America and Europe, and several major OEMs in Asia. We operate in locations aligned with our major customers’ product strategies to provide locally enhanced design, integration and production capabilities. Medical products include patient temperature management systems. Our medical products can be found in hospitals throughout the world, primarily in the U.S., China, Germany and Brazil. The Company is also developing a number of new technologies and products that will help enable improvements to existing products, improve health, wellness and patient outcomes and will lead to new product applications for existing and new and adjacent markets.

2 | 2024 PROXY STATEMENT

2023 COMPANY PERFORMANCE HIGHLIGHTS

Highlights of Gentherm’s 2023 performance include^{(1) (2)}:

Gentherm’s sales are driven by the number of vehicles produced by the OEMs, which is ultimately dependent on consumer demand for automotive vehicles, our product content per vehicle, and other factors that may limit or otherwise impact production by us, our supply chain and our customers. In 2023, we achieved record revenue for the full year. For full year 2023, revenue rose 22 percent year over year. Adjusting for both foreign currency translation and the Alfmeier acquisition, excluding the negative impact of the UAW labor strike, phasing out the non-automotive electronics business as well as one-time benefits from recoveries in both years, Automotive revenues increased 13 percent year over year in 2023, outperforming actual light vehicle production in our key markets by over 200 basis points (see our earnings release for the year ended December 31, 2023 for supplemental information regarding organic revenue growth, a non-GAAP performance measure). In addition, we secured automotive new business awards of $2.6 billion dollars in 2023, setting another record in Company history.

3 | 2024 PROXY STATEMENT

PROPOSAL NO. 1 –

RE-ELECTION OF DIRECTOR NOMINEES – HIGHLY SKILLED,

EXPERIENCED AND DIVERSE BOARD

Following a review of the individual and aggregate qualifications, attributes, skills and experience of members of the Board of Directors (the “Board”), the Board has nominated nine of the ten current directors for re-election at the annual meeting. Byron Shaw II, Chair of the Technology Committee, has determined not to stand for re-election and will resign immediately prior to the annual meeting. The Board believes that the director nominees will strongly position the Board to continue to collectively serve in the best interests of the shareholders and Company and fulfill the Board’s significant oversight roles and responsibilities.

All directors are elected annually and serve one-year terms until a successor has been duly elected and qualified or until such director’s earlier resignation, retirement or other termination of service. The following table provides summary information about the director nominees.

4 | 2024 PROXY STATEMENT

At the beginning of 2023, the Board consisted of nine directors. In January 2023, the Board reduced its size to eight directors concurrent with the resignation of Yvonne Hao. Thereafter, the Nominating and Corporate Governance Committee, in cooperation with the Chair of the Board, determined to accelerate its evergreen search process to identify one or more new directors. As a result, in October 2023 and December 2023, the Board appointed Kenneth Washington and Laura Kowalchik, respectively, and concurrently increased the size of the Board. Concurrently with Dr. Shaw’s resignation immediately prior to the annual meeting, the size of the Board will be reduced to nine directors.

At the 2023 annual meeting, five director nominees received over 98.7% of shareholder votes in favor of their re-election. Ms. Desormière and Mr. Stacey received 74.3% and 90.4%, respectively, of shareholder votes in favor of their re-election. We believe that Ms. Desormière, as Chair of the Nominating and Corporate Governance Committee, and Mr. Stacey, as a member of such Committee, received lower support due to certain investor voting guidelines that the Board lacked sufficient diversity representation following the unanticipated resignation of Ms. Hao in January 2023. Following the recent director changes, we believe we are now in compliance with such investor voting guidelines.

The following matrix provides a high-level summary of the individual qualifications, attributes, skills and experience that the Director nominees contribute to the Board:

QUALIFICATIONS / EXPERTISE
	Automotive Industry	8 directors
	Financial & Accounting	8 directors
	Global Management	9 directors
	Human Resources	1 director
	Medical Industry	2 directors
	Public Company	8 directors
	R&D and Commercialization of Technologies	3 directors
	Senior Leadership	9 directors

5 | 2024 PROXY STATEMENT

Strong Commitment To Governance For The Benefit Of Shareholders

6 | 2024 PROXY STATEMENT

PROPOSAL NO. 2 –

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, ERNST & YOUNG, FOR 2024

At the annual meeting, the Board is asking our shareholders to ratify the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for 2024. The Audit Committee conducted a competitive process to select the Company’s independent registered public accounting firm for the Company’s year ending December 31, 2020, and the Audit Committee ultimately selected and appointed Ernst & Young and such relationship continued through 2023. At the 2023 annual meeting, shareholders voted more than 99% in favor of the proposal to ratify the appointment of Ernst & Young as the Company’s independent registered public accounting firm for 2023.

The Audit Committee has reappointed Ernst & Young as the Company’s independent registered public accounting firm for the year ending December 31, 2024, including based upon the following factors:

Efficiencies of continued engagement		Audit effectiveness		Expertise and industry knowledge
External data on audit quality and performance		Reasonableness of fees		Strong quality of communications
Strong ratification proposal support at the Company’s 2023 annual meeting

7 | 2024 PROXY STATEMENT

PROPOSAL NO. 3 – 

SAY-ON-PAY – 2023 NAMED EXECUTIVE OFFICER COMPENSATION

At the annual meeting, the Board is asking our shareholders to provide advisory (non-binding) approval of the compensation of our named executive officers (“NEOs”) in 2023, as disclosed in this proxy statement, commonly known as a “say-on-pay” proposal. See “Compensation Discussion & Analysis” for detailed information regarding our compensation philosophy, objectives and design, our compensation-setting process and our NEO compensation program components, as well as the decisions made for NEOs for 2023. 

The say-on-pay proposal at our 2023 annual meeting regarding the compensation of NEOs in 2022 received approximately 95% approval.

2023 NEO Compensation Program

In the first quarter of 2023, the Compensation and Talent Committee approved the design of our 2023 NEO compensation program, which included modifications to the performance-based metrics and weighting to balance shareholder interests by incorporating metrics that drive value in both the short-term and long-term, while addressing challenges regarding the setting of performance goals in an environment of continued macroeconomic, geopolitical and industry volatility.

Summary of 2023 CEO Target and Earned Compensation

For Mr. Eyler, the Compensation and Talent Committee approved the following base salary, target bonus and target equity values for 2023.

* Grant value represents the dollar value approved by the Committee, which is used to calculate the number of shares granted by dividing such amount by the 30-day trading average of the Company’s common stock. This amount differs from the grant date fair value of the equity awards, which is disclosed in the Summary Compensation Table and is based on the accounting value of the equity awards on the grant date.

8 | 2024 PROXY STATEMENT

The foregoing changes resulted in an increase in Mr. Eyler’s target compensation by approximately 11% for 2023. The Compensation and Talent Committee determined that such increase was reasonable and appropriate due to Mr. Eyler’s exceptional performance and leadership for many years and to further align his long-term interests with shareholders. Further, the Compensation and Talent Committee considered Gentherm’s strong financial, operational and strategic performance during Mr. Eyler’s tenure. A substantial portion of the 2023 target compensation increase was in at-risk, performance-based compensation (annual bonus and PSUs), which are earned only if Gentherm achieves its pre-established, objective performance objectives.

Based on the Company’s performance during 2023, Mr. Eyler earned 129.1% of his target bonus.

9 | 2024 PROXY STATEMENT

Compensation Governance

WHAT WE DO			Independent Compensation and Talent Committee and independent compensation consultant
			Annually evaluate peer group and review benchmarking and broad industry market data
			Objective Company performance metrics in annual cash bonus and long-term equity incentive plans, 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
			Compensation and Talent Committee oversight to confirm no undue risk in compensation programs of the Company
			Clawback policy for financial restatements applicable to executive officers
			Adopted new equity plan in 2023 that reasonably balances stakeholder interests
			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

Provides significant perquisites, other than a nonqualified deferred compensation program and benefits customary for expatriates on international assignment

10 | 2024 PROXY STATEMENT

SUSTAINABILITY

Our sustainability efforts are based on three pillars: People, Planet, and Places.

PEOPLE		PLANET		PLACES
Our leaders prioritize a culture of respect and a secure workplace for our employees. We offer career growth opportunities, professional development, support, and much more. We firmly believe that our people are the cornerstone of our success.		We are committed to meaningfully reducing our environmental footprint. Our product lineup features innovative solutions that lower the environmental impact of automobiles. We enhance our operations by optimizing resource usage and reducing emissions for a more sustainable future.   Our approach also includes an emphasis on our Products – what materials go into them, what are the impacts of their use, and the end of their useful life.		As a global company, we aim to make a positive impact in our local communities. Our teams contribute to causes like STEM education, provide financial support to local charities, and engage in community initiatives tailored to local needs and culture.   Types of community involvement and support vary across our sites, based on local needs and culture.

Sustainability and human capital are a focus at our core. Since initiating our formal program for environmental, social and governance matters in 2019 and release our first sustainability report in April 2020, we have expanded our public disclosures and reporting frameworks, and further integrated the fundamental values underlying our sustainability and human capital efforts into our everyday business operations and future strategies.

We are also on a path to reducing our carbon footprint. In 2023, we defined our long-term carbon reduction targets for Scope 1 and 2 emissions for 2035 that are aligned with SBTi guidance, and also accelerated our efforts to drive progress on our Scope 3 emissions, publishing updated guidance for our vendors and suppliers regarding the expectations for our business partners. We also added a sustainability metric directed to renewable energy share to our 2023 Senior Level Bonus Plan for NEOs in support of our long-term carbon reduction targets. We made meaningful progress in our use of renewable energy through on-site solar installations, enhancing our internal controls for data and formulating action plans for achieving our long-term carbon reduction targets. Our progress is more fully described in the Gentherm 2023 Sustainability Report, which is available on our website. See “Board Matters—Our Sustainability and Social Responsibility Journey” and “—Human Capital Management and Corporate Culture” for more information regarding these matters.

11 | 2024 PROXY STATEMENT

INDEX OF FREQUENTLY REQUESTED INFORMATION

ADDITIONAL RESOURCES

These policies are available at either https://ir.gentherm.com/ under the “Corporate Governance” tab or https://gentherm.com/ under the “Sustainability” tab. A copy of these policies will be sent to any shareholder, without charge, upon written request to Corporate Secretary, Gentherm Incorporated, 21680 Haggerty Road, Northville, MI 48167.

12 | 2024 PROXY STATEMENT

PROPOSAL NO. 1— ELECTION OF DIRECTORS

The Board has re-nominated the nine directors currently serving, listed below.

Each nominee meets the qualifications, attributes, skills and experience that the Board has established for continuing service on the Board. Further, we believe the combined attributes of the director nominees sufficiently address the Board’s need to oversee critical matters relevant to the Company’s strategy and operations and strongly position the Board to continue to collectively serve in the best interests of the shareholders and Company. See “Board Matters” below for additional information regarding the combined attributes of the director nominees, director independence, Board leadership, director refreshment and recruitment, key areas of Board oversight and the responsibilities of Board Committees.

In 2023, the Nominating and Corporate Governance Committee, in cooperation with the Chair of the Board, determined to accelerate its evergreen search process to identify one or more new directors. As a result, in October 2023 and December 2023, the Board appointed Kenneth Washington and Laura Kowalchik, respectively, and concurrently increased the size of the Board. Concurrently with Dr. Shaw’s resignation immediately prior to the annual meeting, the size of the Board will be reduced to nine directors.

All directors are elected annually and, upon election, will serve one-year terms until the 2025 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. The Board has affirmatively determined that the director nominees, except Mr. Eyler, are independent under the applicable rules of the Nasdaq Global Select Market (“Nasdaq”).

Each nominee has consented to be listed in this proxy statement and agreed to serve as a director if elected by the shareholders. If any nominee becomes unable or unwilling to serve between the date of this proxy statement and the annual meeting, which we do not anticipate, then the Board may designate a new nominee. In that case, the persons named as proxies in the attached proxy card will vote for that substitute nominee (unless the proxies were previously instructed to withhold votes for the nominee who has become unable or unwilling to serve). Alternatively, the Board may reduce the size of the Board.

Voting Policy for Director Elections – Enabling the Board to Formally Review Shareholder Concerns

Board Matters

THE BOARD OF DIRECTORS

General

The Board has general oversight responsibility for our affairs and, in exercising its fiduciary duties, the Board represents and acts on behalf of the shareholders. Although the Board is not responsible for our day-to-day management, it stays regularly informed about our business and provides oversight and guidance to our management through periodic meetings and other communications. The Board provides critical oversight in, among other things, our strategic planning process, leadership development and succession planning, risk management, as well as other functions carried out through the Board Committees as described below.

Significant Independent Board Leadership

Mr. Eyler, the Company’s President and Chief Executive Officer, is responsible for the Company’s day-to-day operations and strategic leadership, and implementing those actions, policies and strategies approved by the Board. Mr. Hundzinski has served as the non- executive Chair of the Board since the 2020 annual meeting. He presides at all Board and shareholder meetings, as well as Board executive sessions of the independent directors, and has the following additional responsibilities, among others:

The Board has operated by separating the positions of Chair of the Board and Chief Executive Officer to provide significant leadership to management and strong oversight of key opportunities and risks impacting the Company. Further, the Board Committees consist solely of independent directors and provide significant oversight and leadership of key Board functions and considerations. The foregoing structure also provides more time for the Chief Executive Officer to manage the business and develop and implement strategies.

The Board has a policy that if the Chair of the Board is not independent under the applicable rules of Nasdaq, the Board will appoint a Lead Independent Director with significant responsibilities.

BOARD DIVERSITY

The Company is committed to ensuring that the Board includes directors with diverse attributes and backgrounds and qualifications, skills and experience relevant to the Company’s business and strategy. Below is a breakdown of the director nominees by independence, tenure, age and gender and ethnic diversity:

Board Diversity Matrix (As Of April 4, 2024)

BALANCE OF KNOWLEDGE, EXPERIENCE, ATTRIBUTES, SKILLS AND EXPERTISE TO ENSURE THE BOARD APPROPRIATELY FULFILLS ITS OVERSIGHT RESPONSIBILITIES

As part of the Board’s annual self-evaluation process and in connection with director nominations and candidate searches, the Nominating and Corporate Governance Committee reviews and makes recommendations to the Board, from time to time, regarding the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board (including diversity attributes), the operations and strategy of the Company and the long-term interests of shareholders, as further discussed in this proxy statement.

Although specific qualifications for Board membership may vary from time to time, the minimum core qualities include (A) the highest ethical character, integrity and shared values with the Company, (B) loyalty to the Company and concern for its success and welfare, (C) sound business judgment, and (D) sufficient commitment and availability to carry out a director’s duties effectively. Listed below are additional key skills and experience that we consider important for the directors to have in light of our current business and structure. In addition, the Board seeks to develop skills and experience in emerging issues, such as cybersecurity and sustainability, through its director training and related agenda topics addressed at Board and Board Committee meetings. The biographies of the director nominees set forth their specific qualifications, attributes, skills and experience that led to the Nominating and Corporate Governance Committee’s conclusion that each director nominee should continue to serve on the Board.

	SOPHIE DESORMIÈRE	PHIL EYLER	DAVID HEINZMANN	RON HUNDZINSKI	LAURA KOWALCHIK	CHARLES KUMMETH	BETSY METER	JOHN STACEY	KENNETH WASHINGTON
Automotive Industry. The automotive industry is our primary market, so experience in the automotive industry is useful in understanding our research and development efforts, competing technologies, the various products and processes that we develop, our manufacturing operations, our supply chain, customers and consumers, and the market segments in which we operate.
Financial & Accounting. Knowledge of the financial markets, corporate finance, accounting regulations, and accounting and financial reporting processes can assist the directors in understanding, advising, and overseeing our capital structure, budgeting, financing and investing activities, financial reporting, and internal controls of such activities. The Company strives to have a number of directors who qualify as audit committee financial experts.
Global Management. We have significant global operations, as we operate in locations aligned with our major customers’ product strategies. Our customers and vendors currently span North America, Europe and Asia, and further global penetration in those markets is a key element of our business strategy. Directors with global management experience can provide a useful business, regulatory and cultural perspective regarding aspects of our business.
Human Resources. Directors with experience in talent management, human resources and executive compensation bring important perspectives regarding how to best attract, motivate and retain qualified executives, train, and support our workforce, cultivate new talent and promote our corporate culture.
Medical Industry. Our medical products and equipment focus on patient temperature management and our medical customers include hospitals and other health care service providers. Directors with experience in the medical industry provide insights in understanding the different product and purchase cycles, business partners and customers, distribution networks, payments and insurance reimbursements, competition, and regulatory requirements.
Public Company. Directors with experience either leading a public company as an executive or serving as a director of another public company provide valuable input on corporate governance, shareholder engagement, public reporting, sustainability and other matters unique to the operations of public companies.
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.
Senior Leadership. Directors who have served in senior leadership positions can provide experience and perspective in analyzing, shaping, and overseeing the execution of important strategic, operational, organizational, enterprise risk management and policy issues at a senior level.

DIRECTOR RECRUITMENT AND BOARD REFRESHMENT

BOARD REFRESHMENT | 6 NEW INDEPENDENT DIRECTORS SINCE 2018
3 new diverse directors: 2 female and 1 ethnic	2 new female Board Committee chairs	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)

The Board currently consists of 10 directors, and will consist of nine directors as of the annual meeting. Subject to reasonable transition periods to address vacancies, departures or additions, the Board consisted of nine directors since August 2018.

Generally, the Nominating and Corporate Governance Committee will re-nominate incumbent directors who continue to satisfy the Nominating and Corporate Governance Committee’s criteria for membership on the Board, continue to make important contributions to the Board and consent to continue their service on the Board. If a vacancy on the Board occurs or the Board increases in size, the Nominating and Corporate Governance Committee will actively seek individuals that satisfy its criteria for membership on the Board. The Nominating and Corporate Governance Committee generally considers multiple sources for identifying and evaluating potential nominees, including referrals from our current directors, management and other third-party advisors and, from time to time, will engage a director search firm.

At the beginning of 2023, the Board consisted of nine directors. In January 2023, the Board reduced its size to eight directors concurrent with the resignation of Yvonne Hao. Thereafter, the Nominating and Corporate Governance Committee, in cooperation with the Chair of the Board, determined to accelerate its evergreen search process to identify one or more new directors. As a result, in October 2023 and December 2023, the Board appointed Kenneth Washington and Laura Kowalchik, respectively, and concurrently increased the size of the Board to ten directors. Mr. Washington had been identified previously by an executive officer of the Company, and Ms. Kowalchik had been referred to by a third-party advisor to the Company, each as part of our evergreen search process. Dr. Shaw has determined not to stand for re-election and will resign immediately prior to the annual meeting. Following Dr. Shaw’s resignation, the size of the Board will be decreased to nine directors.

The Nominating and Corporate Governance Committee will evaluate nominees recommended by shareholders against the same criteria that it uses to evaluate other potential nominees. Nominations by shareholders intending to run a director slate in opposition to Company nominees must be sent on a timely basis and otherwise in accordance with our Bylaws and other applicable law and regulations. Please refer to “Additional Information—Requirements for Submission of Shareholder Proposals and Nominations for 2025 Annual Meeting.” We did not receive any recommendations for director nominations from shareholders for the annual meeting.

Director Recruitment Process

The Nominating and Corporate Governance Committee historically has appointed a Search Committee for carrying out the day-to-day activities of director recruiting, while the Nominating and Corporate Governance Committee remains in an oversight capacity and remains focused on overall director succession planning.

The following director recruitment and succession planning process is designed to identify the highly qualified candidates in light of Company and Board needs and achieve desired composition, and reflects actions undertaken in 2023 in connection with the two director appointments:

2024 DIRECTOR NOMINEE BACKGROUNDS

DIRECTOR QUALIFICATIONS
	Automotive		Financial & Accounting		Global Management		Public Company
	Senior Leadership

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.

Professional Experience

Ms. Desormière is the Chief Growth Officer of Aliaxis Group SA/NV, a global leader in advanced piping solutions for water and energy. As Chief Growth Officer, Ms. Desormiѐre is responsible for product strategy, business strategy and models for accelerating growth and achieving sustainable performance, and marketing, all in support of Aliaxis’ Growth with Purpose strategy. Previously in 2022, she was Chief Executive Officer of NAVYA, an autonomous mobility systems company. Prior to joining NAVYA, Ms. Desormière served as the Chief Executive Officer of AALPS Capital, a private equity management company based in France. Immediately prior to joining AALPS Capital in 2018, Ms. Desormiére was General Manager Marketing and Sales and Senior Executive Vice President at Solvay, a Belgium-based developer of specialty chemicals, starting in 2010. Previously, Ms. Desormière spent 17 years in increasingly responsible positions at Valeo, an independent industrial group focused on the design, production and sale of components, integrated systems and modules for the automotive industry, including Research & Development Product Line Director, Branch Marketing Innovation Director, Group Product Marketing Director and Comfort Enhancement Domain Director.

Ms. Desormière is a member of the board of Somfy S.A., which was publicly traded prior to becoming a private company in 2022. 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.

Other Public Boards Service:

(within last 5 years)

DIRECTOR QUALIFICATIONS
	Automotive		Financial & Accounting		Global Management		Public Company
	R&D and Commercialization of Technologies		Senior Leadership

Mr. Eyler’s extensive experience in the automotive industry, our largest market, enables him to understand and manage our business. His prior leadership experience at a growing automotive supplier brings an important skill to the Board, as we strive to continue to grow our various lines of business. Mr. Eyler’s familiarity with managing manufacturing operations also is critical to the Company. As the Chief Executive Officer, Mr. Eyler is responsible for our strategic direction and operational leadership, with extensive knowledge of the day-to-day operations of our business. Being our highest ranked officer, coupled with the managerial positions he previously held with other automotive-related companies, gives Mr. Eyler industry insight and leadership and executive management skills key to our performance.

Professional Experience

Phillip Eyler is President and Chief Executive Officer of the Company. Mr. Eyler joined Gentherm in December 2017 and also serves on the Company’s Board. As President and CEO, Mr. Eyler leads more than 14,000 employees in 13 countries and is responsible for the strategic direction and operational leadership of the Company. Mr. Eyler joined Gentherm from Harman International Industries, Inc., a subsidiary of Samsung Electronics Co., Ltd. focused on connected technologies for automotive, consumer and enterprise markets, where he served as President of the Connected Car division from 2015 until 2017. Under his leadership, he oversaw the $3 billion division of more than 8,000 employees that was dedicated to developing integrated connected car systems encompassing infotainment, telematics, connected safety and cyber security solutions, among others. Throughout his 20-year career at Harman, Mr. Eyler served in a variety of leadership roles of increasing responsibility. He was Senior Vice President and General Manager of Harman’s Global Automotive Audio business from 2011 until 2015. Prior to leading the Global Automotive Audio business, Mr. Eyler was responsible for Harman’s North American Automotive business and led Harman’s North American and Asian manufacturing group.

Mr. Eyler also serves as an independent board member for Sleep Number Corporation (Nasdaq: SNBR). Mr. Eyler received a Bachelor of Science degree in Mechanical Engineering from Purdue University and a Master of Business Administration from the Fuqua School of Business at Duke University.

Other Public Boards Service:

(within last 5 years)

DIRECTOR QUALIFICATIONS
	Automotive		Financial & Accounting		Global Management		Public Company
	Senior Leadership

As current President and Chief Executive Officer, and formerly as Vice President and General Manager, Automotive segment, and Vice President, Global Operations 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.

Professional Experience

Mr. Heinzmann is President and Chief Executive Officer and a member of the board of directors of Littelfuse, Inc. (Nasdaq: LFUS), a global manufacturer of leading technologies in circuit protection, power control and sensing. He has served as President and Chief Executive Officer since 2017, leading the strategic direction, customer development and new product strategy of Littelfuse. He began his career with Littelfuse in 1985 as a manufacturing engineer and has held positions of increasing responsibility, including Vice President, Global Operations from 2007 to 2014 and Chief Operating Officer from 2014 to 2017. Mr. Heinzmann previously served on the board of directors of Pulse Electronics Corporation (OTC: PULS) from 2014 until its acquisition by Yageo Corporation in May 2018.

Mr. Heinzmann serves as a member of the technology committee of Littelfuse’s board. 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.

Other Public Boards Service:

(within last 5 years)

DIRECTOR QUALIFICATIONS
	Automotive		Financial & Accounting		Global Management		Public Company
	Senior Leadership

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.

Professional Experience

Mr. Hundzinski served as the Chief Financial Officer and an Executive Director of TI Fluid Systems from January 2020 until his retirement in April 2023. Previously, he served as the Executive Vice President of Finance for Tenneco Inc. (NYSE: TEN) from January 2018 to December 2019. From 2012 to 2018, Mr. Hundzinski served as the Executive Vice President and Chief Financial Officer of BorgWarner, Inc. From 2005 to 2012, Mr. Hundzinski served in BorgWarner’s finance department in positions of increasing responsibility, including as Controller from 2010 to 2011 and Treasurer from 2011 to 2012.

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.

Other Public Boards Service:

(within last 5 years)

DIRECTOR QUALIFICATIONS
	Automotive		Financial & Accounting		Global Management		Public Company
	Senior Leadership

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.

Professional Experience

Ms. Kowalchik is currently the Chief Financial Officer of Communications & Power Industries LLC (“CPI”), a global manufacturer of electronic components and subsystems primarily within the communications and defense markets, where she oversees the finance and accounting departments and is actively involved in strategy, M&A and restructuring activities. From November 2019 until she joined CPI in February 2023, Ms. Kowalchik served as the Chief Financial Officer of Dayco Incorporated, a global manufacturer and distributor of engine drive systems and aftermarket services for automotive, heavy-duty, and industrial markets. From December 2018 to July 2019, Ms. Kowalchik served as the Chief Financial Officer of Kenwal Steel Corp., a flat rolled steel service center primarily for the automotive industry. From March 2014 to December 2018, Ms. Kowalchik served as the Chief Financial Officer and Treasurer of Urban Science, a global automotive consultancy and technology firm. From 2010 to 2014, she worked at Kaydon Corporation as Vice President, Corporate Controller and Chief Accounting Officer. From 1998 to 2010, Ms. Kowalchik served in various senior financial roles at three international automotive suppliers, Metaldyne Corporation, Microheat, Inc. and Dura Automotive Systems, Inc.

Ms. Kowalchik has served on the boards of various non-profit organizations, including current service on the board of trustees of The Children’s Foundation, including the finance and audit committee. Ms. Kowalchik has a Bachelor of Science in Business Administration from the University of Richmond and a Master of Business Administration from Indiana University.

DIRECTOR QUALIFICATIONS
	Financial & Accounting		Global Management		Medical		Public Company
	R&D and Commercialization of Technologies		Senior Leadership

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.

Professional Experience

Since retiring from Bio-Techne in 2024, Mr. Kummeth serves as Senior Advisor of New Mountain Capital Group, L.P., a private equity investment firm. From 2013 until his retirement in February 2024, Mr. Kummeth served as the President and Chief Executive Officer and a director of Bio-Techne Corporation (Nasdaq: TECH). Prior to joining Bio-Techne, Mr. Kummeth served as President of Mass Spectrometry and Chromatography at Thermo Fisher Scientific Inc. and was President of the Laboratory Consumables Division from 2009 to September 2011. Prior to joining Thermo Fisher, he served in various roles during his 24-year career at 3M Corporation, most recently as the Vice President of the company’s Medical Division from 2006 to 2008.

Mr. Kummeth has served as a director of Orthofix Medical Inc. (Nasdaq: OFIX) since December 2023, including as a member of the strategy committee, the nominating, governance and sustainability committee and the compensation and talent development committee. He served as a director of Sparton Corporation (NYSE: SPA) from 2011 to 2019, where he was most recently a member of the compensation committee. In 2023, Mr. Kummeth joined the board of directors of PerkinElmer, Inc., a privately held subsidiary of New Mountain Capital Group, L.P., and developer of life science and diagnostic solutions. Also in 2023, Mr. Kummeth joined the board of directors of Actylis, a privately held manufacturer and supplier of raw materials and performance ingredients to the life sciences, specialty chemicals and agriscience industries. 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.

Other Public Boards Service:

(within last 5 years)

DIRECTOR QUALIFICATIONS
	Automotive		Financial & Accounting		Global Management		Senior Leadership

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.

Professional Experience

Ms. Meter served as Managing Partner, Michigan at KPMG LLP, a global firm that provides audit, tax and advisory services, from February 2018 until her retirement in December 2020. In this role, she led the strategic direction and growth of KPMG’s Detroit and Grand Rapids offices. She also served as the Partner-in-Charge of Audit for Michigan from 2013 to 2017, in addition to her role as an Audit Partner for 24 years where she gained extensive experience with operational, accounting, reporting and internal control issues, focused on automotive OEMs and suppliers.

Ms. Meter currently serves on the board of directors for McNaughton-McKay Electric Company, VSP Global, Oakland Family Services, Inc., and Dealer Tire. She is a former board member of the Detroit Economic Club, Detroit Regional Chamber, Downtown Detroit Partnership, Automotive Hall of Fame, and the former chairperson of the Michigan Association of CPA’s. She holds a Bachelor’s degree in Accounting from Michigan State University. She is a Certified Public Accountant (CPA) and received an Honorary Doctor of Law degree from Walsh College.

DIRECTOR QUALIFICATIONS
	Automotive		Global Management		Human Resources		Public Company
	Senior Leadership

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.

Professional Experience

Mr. Stacey served as a Senior Advisor of Harman International Industries, Inc., a subsidiary of Samsung Electronics Co., Ltd., until 2023, following his retirement in 2022 from his full time position with Harman. From 2008 until his retirement in 2022, he served as the Executive Vice President and Chief Human Resources Officer at Harman. Previously, Mr. Stacey served in various senior human resources positions with Anheuser-Busch InBev SA/NV from 1990 to 2008, including, most recently, as Vice President, People for InBev North America, InBev Central and Eastern Europe from 2005 through January 2008. Mr. Stacey currently serves as a director on the Board of Powell Industries, Inc. (Nasdaq: POWL).

Mr. Stacey serves on the board of directors of Powell Industries, Inc. (Nasdaq: POWL), including serving currently as a member of the compensation committee and the nominating and governance committee. Mr. Stacey also serves as a member of the board of directors of Koki Holdings Co., Ltd., a private company, including as a member of the nominating and compensation committee. Mr. Stacey received a Bachelor of Commerce from Memorial University of Newfoundland.

Other Public Boards Service:

(within last 5 years)

DIRECTOR QUALIFICATIONS
	Automotive		Financial & Accounting		Global Management		Medical
	Public Company		R&D and Commercialization of Technologies		Senior Leadership

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.

Professional Experience

Dr. Washington is the Senior Vice President, Chief Technology and Innovation Officer of Medtronic plc (NYSE: MDT), a global healthcare technology company that provides device-based medical therapies and services, where he leads innovation and disruption across the healthcare technology marketplace and the expansion of technology platforms across Medtronic’s portfolio. From August 2021 until he joined Medtronic in June 2023, Dr. Washington served as the Vice President and General Manager, Consumer Robotics for Amazon (Nasdaq: AMZN). During the prior seven years, Dr. Washington held varying positions at Ford Motor Company (NYSE: F), a global automobile manufacturer, including serving as Chief Technology Officer from June 2017 to July 2021. From 2007 to 2014, Dr. Washington worked at Lockheed Martin Corporation, a global security and aerospace company, including as Vice President of the Advanced Technology Center and its first Chief Privacy Officer. Dr. Washington also served for approximately 21 years in various roles at Sandia National Laboratories, including as Chief Information Officer.

From July 2019 to October 2021, Dr. Washington served as a member of the board of directors of McKesson Corporation (NYSE: MCK), including as a member of the compliance and finance committees. He also has served on numerous private company boards and advisory boards of academic institutions. Dr. Washington earned his Bachelor’s, Master’s and Doctorate degrees in Nuclear Engineering from Texas A&M University.

Other Public Boards Service:

(within last 5 years)

A BOARD SUBSTANTIALLY CONSISTING OF INDEPENDENT DIRECTORS

The Board recently undertook its annual review of director independence in accordance with the applicable rules of Nasdaq. The independence rules include a series of objective tests, including that the director is not employed by the Company and has not engaged in various types of business dealings with us. In addition, the Board is required to make a subjective determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Consistent with these considerations, the Board has affirmatively determined that each of Ms. Desormière, Ms. Hao (through her resignation on January 16, 2023), Mr. Heinzmann, Mr. Hundzinski, Mr. Kummeth, Ms. Kowalchik, Ms. Meter, Dr. Shaw, Mr. Stacey and Mr. Washington are independent under the applicable rules of Nasdaq. Mr. Eyler is employed by the Company and therefore is not an independent director.

Each member of the Audit Committee, the Compensation and Talent Committee, the Nominating and Corporate Governance Committee, the Mergers and Acquisitions Committee and the Technology Committee is independent under Nasdaq rules. In addition, the Board has affirmatively determined that the members of the Audit Committee and Compensation and Talent Committee qualify as independent in accordance with the additional independence rules established by the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq.

In making these determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities as they may relate to us and our management. In particular, the Board considered Mr. Heinzmann’s role as Chief Executive Officer of Littelfuse, Inc., which is a supplier to the Company. In determining that Mr. Heinzmann satisfies the Nasdaq objective independence tests and that his independence was not otherwise impaired under the subjective criteria, the Board determined that the Company’s supply relationship with Littelfuse, Inc. would not interfere with Mr. Heinzmann’s exercise of independent judgment. In making this determination, the Board considered, among other things, that Littelfuse, Inc. supplies diodes to the Company under a routine, ordinary course supply arrangement, and that the Company selected Littelfuse, Inc. following a request for quotations process. Further, the Company’s payments for diodes manufactured by Littelfuse, Inc. (indirectly through distributors) were substantially below 1% of Littelfuse, Inc.’s consolidated gross revenue for each of the last three fiscal years.

BOARD AND BOARD COMMITTEES DEEPLY FOCUSED ON OVERSEEING RISK MANAGEMENT

The Board oversees the Company’s risk management directly and through Board Committees:

Development and Implementation of Company Strategy

One of the most important activities of the Board and Board Committees is to provide guidance and oversight to management regarding establishing, revising and implementing the Company’s long-term strategy. The Company’s senior management team, consisting of the President and CEO and all of his direct reports, holds periodic meetings to review the Company’s strategy and the implementation thereof. The Board receives updates from management and discusses various elements of the strategy at each Board meeting and dedicates meetings periodically to focus solely on strategy. The Board also periodically discusses the Company’s strategy and performance with non-executive management to inform its perspective on progress against the long-term strategy and ensure that it is able to perform its oversight responsibilities effectively. Further, the Board seeks recommendations from the Technology Committee related to the performance of the Company’s technology and related research and development in support of its overall business strategy. The Board also has engaged third parties that advise on internal and external competitive dynamics.

For example, in 2023, the Board provided key oversight regarding the integration activities relating to Alfmeier and Dacheng Medical acquisitions including actions and progress towards the achievement of synergies. In addition, the Board has engaged with management around the Company’s strategy to develop and sell products tailored to evolving market demands, including the development and use of electric vehicles, and address competitive pressures. In the first quarter of 2023, the Board oversaw the Company’s strategic update that outlined its strategic imperatives in the mid-term and provided a 2026 outlook.

Oversight of Macroeconomic and Geopolitical Challenges Impacting Automotive Industry

The Board focuses on the matters most critical to the business, including management’s identification, management and risk mitigation of shifting trends and uncertainties in the automotive industry due to ongoing macroeconomic and geopolitical challenges. In 2023, supply chain conditions steadily improved from 2022, and certain inflationary pressures moderated throughout the year.

However, macroeconomic factors continued to impede global supply chains within the automotive industry generally and the Company, resulting in cost increases in certain raw materials, labor, equipment, transportation and energy. The foregoing matters were exacerbated by global conflicts, including the conflicts in Ukraine, the Middle East and in certain shipping routes, and the UAW labor strike with a few key OEM customers in Fall 2023.

Cybersecurity

The Board holds oversight responsibility for the Company’s strategy and risk management, including material risks, related to information technology, cybersecurity threats and data privacy matters. This oversight is executed directly by the Board and through Board Committees. Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.

The Audit Committee oversees the quality and effectiveness of the control and enterprise risk management processes of systemic risks, including cybersecurity, in accordance with its charter. The Audit Committee receives reports and engages in regular discussions with management regarding the Company’s significant financial risk exposures and the measures implemented to monitor and reasonably manage these risks, including those that may result from material cybersecurity threats. The Audit Committee also receives reports on material cybersecurity and data privacy incidents (if any), which would include plans to mitigate and respond to such incidents, and status on key information security initiatives. These discussions include the Company’s enterprise risk assessment and risk management policies.

The Technology Committee oversees the management of risks associated with the Company’s products and technologies, including cybersecurity risks related to new product technologies or significant innovations to existing product technologies, in accordance with its charter.

Succession Planning and Talent Management Planning for the Company’s Future

The Board engages in an annual succession planning process to understand our readiness and the related transition risks for an unplanned loss or an imminent planned transition of one or more key employees. Additionally, the Board and Compensation and Talent Committee, through its oversight of human capital management, identifies the Company’s high potential talent and oversee key strategies in talent attraction, development, and retention. The Board regularly reviews CEO succession planning separately with each of Mr. Eyler and Ms. Runyon, as well as in executive session. Mr. Eyler also provides quarterly reviews on each member of senior management, talent management related to succession planning for such roles, as well as potential sources of external candidates. The Board and Board Committees regularly invite senior management to make presentations at meetings as well as meet with directors in an informal setting to allow directors to form a more complete understanding of each executive’s skill and character. Board members can further access management as they deem appropriate.

The Board also engages in an evergreen director search process to promote Board refreshment. In 2023, the Nominating and Corporate Governance Committee, in cooperation with the Chair of the Board, determined to accelerate its evergreen search process to identify one or more new directors. As a result, in October 2023 and December 2023, the Board appointed Kenneth Washington and Laura Kowalchik, respectively, and concurrently increased the size of the Board. Concurrently with Dr. Shaw’s resignation immediately prior to the annual meeting, the size of the Board will be reduced to nine directors.

OUR SUSTAINABILITY AND SOCIAL RESPONSIBILITY JOURNEY

Board Oversight

The Nominating and Corporate Governance Committee oversees the Company’s corporate sustainability and social responsibility programs through quarterly updates and discussions with management. The Audit Committee provides additional oversight of significant financial impact and risk exposures related to the Company’s reporting on its corporate sustainability and social responsibility programs. The Board receives reports from Ms. Desormière, Chair of the Nominating and Corporate Governance Committee, and from Ms. Meter, Chair of the Audit Committee, and discusses strategic matters related to environmental, social, and governance issues. The foregoing oversight is focused on:

Key Highlights

The Company’s ESG steering committee consists of seven executive leaders and key employees across legal, human resources, operations and supply chain, environmental, health and safety, corporate strategy and investor relations, and sales, marketing and communications. The ESG steering committee met six times during 2023 to review our progress, consider and develop future goals and objectives and discuss strategies.

Sustainability and human capital are a focus at our core. Since initiating our formal programs in 2019, we have expanded our public disclosures and reporting frameworks, and further integrated the fundamental values underlying our sustainability and human capital efforts into our everyday business operations and future strategies. The automotive industry is undergoing an EV transformation, and our proactive efforts have resulted in a product portfolio that is highly aligned to benefit, including our complete ClimateSense® microclimate solution and our developed technologies that promote increased energy efficiency and driving range by reducing power consumption of electric vehicles. Further, we have established employee engagement and Diversity, Equity, Inclusion and Belonging (DEI+B) as foundations to our culture, and we have seen a dramatic enhancement of talent through internal development and talent acquisition.

We are also on a path to reducing our carbon footprint. In 2021, we established environmental targets for 2020 to 2026 to measure our performance in reducing our use of utilities and natural resources, and waste to landfills, and we substantially have achieved these targets ahead of schedule. In 2022, we worked with outside consultants and experts to develop our long-term carbon reduction goals and aspirations, which will guide us for years to come and influence our products, our operations, our purchasing decisions and related matters. In 2023, we defined and committed to our long-term carbon reduction targets for Scope 1 and 2 emissions for 2035. Our Scope 1 and 2 targets are aligned with SBTi guidance, and our plan to achieve them includes leveraging energy efficiency, implementing on-site generation when feasible, renewable energy purchases, infrastructure changes and fuel changes. We also accelerated our efforts around Scope 3 emissions and publishing new guidance and expectations for Gentherm business partners. In 2023, we added a sustainability metric directed to renewable energy share to our 2023 Senior Level Bonus Plan for NEOs in support of our long-term carbon reduction targets.

While we are focused on driving our sustainability forward and meeting our commitments, we do so while adhering to some key principles. First, we establish goals and plans for which there is a clear path and vision to achievement. We make it a focus to commit to goals that are attainable and reasonable. Second, we will not set goals or take actions which may materially and adversely affect our financial condition, strategy or future performance goals.

Our team is taking actions to drive our sustainability program forward, including initiatives designed to reduce our carbon footprint. To ensure that our sustainability program aligns with our financial condition and goals, each action taken is reviewed as a business case, including establishing solar installations, conducting energy efficiency audits, and investing in high efficiency equipment. Currently, the financial expense of our sustainability efforts are immaterial to our overall financial performance.

HUMAN CAPITAL MANAGEMENT AND CORPORATE CULTURE

Board Oversight

The Board and Board Committees have a significant role in overseeing our human capital management and corporate culture, including:

The Board and Board Committees have access to key leaders and other key talent throughout the organization, primarily through participation in Board and Board Committee meetings, to assist its oversight role.

Key Highlights

Gentherm’s human capital strategy focuses on building a strong talent pipeline, having a future-focused culture, building the capability of our teams and ensuring we provide a compelling employee value proposition. Gentherm’s Winning Culture Behaviors help shape our culture and our recognition programs. The behaviors are Customer Focus, Global Mindset, Performance & Accountability and Engagement & Inclusion.

In November 2023, we completed our second global engagement survey with a best-in-class response rate of 89%. The results of the survey, in addition to several new listening tools introduced in the last two years, help our managers continue to adapt and meet the needs of our workforce. In 2022, we communicated our results with our employees and rolled out action plans by location and business unit to continue to enhance our culture and inspire a culture of feedback, and in 2024, we plan to develop leader driven action plans to build on momentum made from our engagement surveys.

In 2022, we completed a global pay equity study as part of our efforts to ensure fairness with respect to employee pay. The study found minimal pay gaps between groups of employees and did not result in any finding that existing pay differences were the result of discrimination against any group. These findings were immediately corrected.

Our Employees

At Gentherm, our mission is to “create and deliver extraordinary solutions that make meaningful differences in everyday life, by improving health, wellness, comfort and energy efficiency.” Our people are the foundation for making our mission come to life every day. Our global workforce creates a competitive advantage and operates in 13 countries in over 30 locations. Notable statistics as of December 31, 2023 of our workforce of approximately over 14,000 employees:

Diversity, Equity, Inclusion + Belonging (DEI+B)

Our diversity, equity, inclusion and belonging mission aligns strongly with our corporate mission, and efforts are based on three pillars: collaborate, connect and cultivate. Our Diversity, Equity and Inclusion Council continued its strong momentum in 2023 with monthly engagement activities and enrichment programming promoting awareness and celebrating ethnic and underrepresented employees within Gentherm. Activities included inclusion training called “Elevate the Dialogue” to all global people leaders, educating team members on consistent standards, identifying feedback mechanisms to solve conflict, and creating a culture that unites us all. We also trained our senior leaders to build awareness of unconscious bias.

Our Mission: Embracing diversity inspires innovation. We are building an inclusive culture where we value our differences and create a sense of belonging for all to positively impact the lives of our employees, customers and communities.

Total Rewards

Gentherm’s compensation and benefits programs are designed to attract and retain our employees in the locations where we compete for talent, consistent with employee positions, skill levels, experience, knowledge and geographic location.

Talent Development

Foundational leadership development programs ensure our people leaders are equipped to engage and lead in today’s complex business environment. We continue to invest in our high potential talent through our Accelerator Program. This year-long program gives our participants critical on-the-job learning experiences, access to our executive leaders and concluded with a capstone presentation. In 2023, our employees completed over 500,000 hours of training in safety, quality, leadership, competency skills, personal effectiveness and DEI+B.

Employee Health and Safety

Employee health and safety is a fundamental priority and a core strength developed through the commitment of our leaders and employees. We implemented a Vision Zero strategy that enforces discipline through our Seven Golden Rules. Through our disciplined focus on safety, we have reduced our lost time injury frequency rate dramatically over the last several years.

DIRECTOR ATTENDANCE

The Board and Board Committees meet throughout the year generally on a set schedule, and also hold special meetings and occasionally act by written consent as appropriate. The Board met five times in 2023. The independent directors hold regularly scheduled executive sessions to meet without management present. These executive sessions generally occur around regularly scheduled meetings of the Board. The independent directors also may hold additional meetings periodically as deemed necessary or appropriate.

All directors are expected to attend all meetings of the Board and of the Board Committees on which they serve. In addition, directors who are not members of Board Committees are invited to attend. Directors serving in 2023 (as of and from the date he or she joined the Board and applicable Board Committees) attended nearly 100% of the aggregate of all meetings of the Board and the Board Committees of which he or she was a member in 2023. The Board has adopted a policy strongly encouraging directors to attend the Company’s annual meeting of shareholders. All directors as of such meeting attended the 2023 annual meeting of shareholders.

STANDING COMMITTEES OF THE BOARD

The Board has delegated various responsibilities and authority to Board Committees. Each Board Committee has regularly scheduled meetings and reports on its activities to the full Board. Each Board Committee operates under a written charter approved by the Board, which the applicable Board Committee and the Board review annually. Each charter is available at https://ir.gentherm.com/ under the “Corporate Governance” tab.

The table below sets forth the current membership for the Board Committees and the number of meetings held for each in 2023.

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	Audit Committee   CHAIR: Betsy Meter   2023 MEETINGS: 8 MEMBERS: David Heinzmann, Ron Hundzinski, Laura Kowalchik

The Audit Committee’s 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		Providing general oversight of material non-financial reporting processes (e.g. sustainability reporting)
Reviewing our reports filed with or furnished to the SEC that include financial statements or results		Reviewing prior to issuance 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		Overseeing internal controls related to sustainability information in public disclosures
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 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

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.

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	Compensation and Talent Committee   CHAIR: John Stacey   2023 MEETINGS: 4 MEMBERS: Charles Kummeth, Betsy Meter

The Compensation and Talent Committee’s 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

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 & 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 & Analysis” for further information.

Role of Compensation Consultant. The Compensation and Talent Committee has the sole authority to engage outside advisors and establish the terms of their engagement, including compensatory fees. In connection with any engagement, the Compensation and Talent Committee reviews the independence of each outside advisor, based on the factors specified by Nasdaq as well as any other factors it deems appropriate, and any conflicts of interest raised by the work of the outside advisor.

The Compensation and Talent Committee determined to conduct a competitive search process for its compensation consultation services in May 2023. The Compensation and Talent Committee had engaged ClearBridge Compensation Group, LLC (“ClearBridge”) as its compensation consultant since 2018, and ended such engagement in June 2023. Following a search process that included six outside consulting firms, the Compensation and Talent Committee selected Meridian Compensation Partners, LLC (“Meridian”), as its new independent compensation consultant, effective July 2023. See “Compensation Discussion & Analysis” for further information regarding use of compensation consultants for the 2023 and 2024 NEO compensation programs.

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The Compensation and Talent Committee’s determination to engage ClearBridge and Meridian and approve the terms of their respective engagement was made independently from the Company’s management. Upon engagement and consistent with historical practice, the Compensation and Talent Committee worked with management to determine their responsibilities and direct their work product, although the Compensation and Talent Committee was responsible for the formal approval of the work plans. ClearBridge and Meridian received no compensation for other services provided to the Company in 2023, and the Compensation and Talent Committee determined there were no conflicts of interest raised by the work of ClearBridge or Meridian in 2023.

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	Mergers and Acquisitions Committee   CHAIR: Charles Kummeth    2023 MEETINGS: 2 MEMBERS: David Heinzmann, Ron Hundzinski, Byron Shaw

The Mergers and Acquisitions Committee’s responsibilities include:

Reviewing the Company’s strategy regarding mergers, acquisitions, investments and dispositions at least annually		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

The responsibilities and activities of the Mergers and Acquisitions Committee are described in detail in its charter.

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	Nominating and Corporate Governance Committee   CHAIR: Sophie Desormière   2023 MEETINGS: 4 MEMBERS: Byron Shaw, John Stacey

The Nominating and Corporate Governance Committee’s responsibilities include:

Evaluating the current directors, as well as any candidates nominated or recommended by shareholders, and recommending the nomination of directors for election or appointment		Developing a pool of potential director candidates to recommend to the Board in the event of a vacancy on the Board or to enhance the Board		Review annually the Code of Business Conduct and Ethics
Reviewing and recommending appropriate changes to, and overseeing compliance with, the Company’s charter documents and key governance policies (including the Corporate Governance Guidelines) and policy matters on a periodic basis		Overseeing the annual self-evaluation process of the Board and Board Committees		Reviewing director independence and Board Committee membership requirements
Reviewing shareholder proposals regarding the nomination or appointment of directors or sustainability matters, and overseeing shareholder engagement on related matters		Overseeing and reviewing the Company’s development and implementation of programs related to matters of corporate responsibility and sustainability, including addressing short-and long-term trends and impacts to the Company’s business from sustainability issues		Assisting the Board in overseeing the development and execution of the Company’s ESG strategy, including establishing appropriate performance goals and reviewing Company performance against such goals, and recommending to the Compensation and Talent Committee suitable ESG targets as a performance component of the bonus plan for substantially all of the Company’s executive officers
Reviewing certain governance disclosures and proposals in the Company’s proxy statement and other reports filed with or furnished to the SEC

The responsibilities and activities of the Nominating and Corporate Governance Committee are described further in this proxy statement and in its charter.

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Technology Committee   CHAIR: Byron Shaw*   2023 MEETINGS: 4 MEMBERS: Sophie Desormière, David Heinzmann, Charles Kummeth, Kenneth Washington*

*Mr. Washington will be appointed as Chair of the Technology Committee as of the annual meeting.

The Technology Committee’s 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

The responsibilities and activities of the Technology Committee are described in detail in its charter.

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CORPORATE GOVERNANCE

The Board and management are committed to responsible corporate governance to ensure that we are managed for the benefit of our shareholders. To that end, the Board and management periodically review and update our corporate governance policies and practices and make changes, as appropriate.

Interconnected Governance Processes

The Board has established a thoughtful, interconnected governance process, with enhanced director succession planning and recruitment designed to ensure both short- and long-term strategic goals are met.

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Meaningful Annual Self-Evaluations of Board and Board Committees Impacting Board Functions

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Under the Corporate Governance Guidelines, directors who are active Chief Executive Officers of other public companies may sit on no more than two additional outside public boards (including the board of the company at which he or she is an executive officer), and other directors may sit on no more than four additional outside public boards. Directors must provide notice in advance of accepting an invitation to serve on another public company board. The Board may further limit or grant limited exceptions based upon specific facts and circumstances, including sufficient capacity, unique qualifications, and transition periods in reducing other board service. Further, upon a change of a director’s principal occupation, the Nominating and Corporate Governance Committee considers whether the change will adversely impact the director’s ability to fulfill the obligations and expectations of such director and recommends to the Board whether the director should continue to serve.

These practices help ensure that the directors can give appropriate time and attention to the affairs of the Company. In addition, when nominating a director for service on the Board, the Nominating and Corporate Governance Committee considers whether the nominee will have adequate time to serve as a director. In making its determination to re-nominate all incumbent directors, the Board concluded that each director has demonstrated strong engagement and high attendance and has appropriate time to devote to the affairs of the Company.

Code of Business Conduct and Ethics

The Board has adopted the Code of Business Conduct and Ethics, which sets out the basic principles to guide the actions and decisions of our employees, directors and officers, including our principal executive officer, principal financial officer and principal accounting officer.

In 2023, the Nominating and Corporate Governance Committee oversaw a significant project to overhaul this policy to address the evolving needs of our business and strategy, governance practices and compliance culture. Management and external advisors conducted significant research regarding peer benchmarks and market trends in such policies, considered stakeholder engagement on policy issues, and identified key policy issues to add or enhance. Thereafter, the policy was drafted with an emphasis on Company culture and tone-at-the top (including our Winning Culture Behavior framework and mission), clear and succinct messaging with practical guidance, and an enhanced design to improve readability. The revised Code of Business Conduct and Ethics addresses, among other things, ethical principles, engagement and inclusion, insider trading, conflicts of interest, compliance with laws and prohibited activities, confidentiality, data protection and privacy of us and third parties, and reporting of concerns and our response process.

Following approval by the Board in January 2024, we initiated a Company-wide rollout plan with significant training and regular communication regarding what we expect from our employees related to behavior and ethics, and will require annual attestations of the policy. Further, in connection with this project, the Board approved additional revised or new policies, with other policies to be addressed in 2024.

Any amendments to the Code of Business Conduct and Ethics, or any waivers that are required to be disclosed by the rules of either the SEC or Nasdaq, will be posted at https://ir.gentherm.com/ under the “Corporate Governance” tab within four business days of any such amendment or waiver.

Securities Trading Policy

Our employees (including our NEOs) and directors are subject to the Company’s Securities Trading Policy, which applies to their transactions involving any securities of the Company. Except under limited circumstances, persons subject to the policy, their affiliates and certain members of their family may not engage in any transaction of Company securities (or assist or encourage other persons to do so) while aware of material non-public information relating to the Company. The policy also implements quarterly trading blackout periods and pre-clearance requirements, and allows for special blackout periods, for our NEOs and other specified persons to reduce the likelihood of trading at times with significant risk of insider trading exposure.

Further, the policy includes Rule 10b5-1 trading plan guidelines to assist in compliance with the Rule 10b5-1 affirmative defense for insider trading liability, including that such plans can only be adopted or modified when the applicable person is permitted to transact in Company securities under the terms of the policy (including not being aware of any material non-public information), must include the minimum statutory cooling-off period between plan adoption and the first trade under such plan, and must comply with the prohibitions on multiple overlapping plans and limitations on single-trade plans. The adoption, modification or termination of any such plan is subject to pre-clearance requirements.

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In addition to the restrictions set forth in SEC regulations, the policy prohibits our employees (including officers) or directors from hedging Company securities or engaging in transactions of Company securities for speculative purposes. The policy also prohibits pledging Company securities or holding Company securities in a margin account.

SHAREHOLDER ENGAGEMENT

Our management regularly engages with shareholders and prospective shareholders to understand their perspectives on the Company, our business and our strategy. Management meets with shareholders during scheduled events and in private meetings held throughout the year. In addition, the Board and management are available to engage with our shareholders and other stakeholders. The Board also receives regular feedback from management regarding investor sentiment, institutional investor voting and governance policies, and trends in stakeholder issues, which informs the Board’s ongoing evaluation of appropriate governance and other practices.

In late 2023, consistent with recent years, we reached out to shareholders owning over 62% of our outstanding common stock to give significant shareholders an opportunity for one-on-one discussions with representatives of our management team. In January 2024, our Senior Vice President of Strategy, Corporate Development and Investor Relations, our Senior Vice President & Chief Human Resources Officer and our Director, Global Sustainability & Compliance, met with responsive shareholders who represented ownership of over 35% of our outstanding common stock as of December 31, 2023. Our shareholders expressed appreciation for our proactive engagement and open dialogue. We reported shareholder feedback to the full Board. The Board and management considered such feedback in developing the Board and Board Committee meeting agendas for 2024, reviewing our policies and revising our 2024 Senior Level Bonus Plan and disclosure of environmental and social responsibility goals and strategies.

Further, we engage a third party from time to time to conduct investor perception studies. We use these studies to gauge ways to improve our shareholder communications, obtain insights into Company perceptions, identify significant value drivers and understand our shareholders’ capital deployment preferences.

In February 2023, we also held an enhanced earnings webcast to provide a strategic update that outlined our strategic imperatives in the mid-term and provided a 2026 outlook, which presentation also included a question-and-answer period for shareholders and analysts to engage on such matters.

SHAREHOLDER COMMUNICATION WITH THE BOARD

The Board values regular dialogue with our shareholders and welcomes shareholder feedback and perspectives. Shareholders wishing to send communications directly to the Board or to a specific director are asked to send those communications to Corporate Secretary, Gentherm Incorporated, 21680 Haggerty Road, Northville, MI 48167. Shareholders sending communications should clearly mark them as intended for delivery to the Board or to a specific director. Our corporate secretary has been instructed by the Board to screen each communication so received only for the limited purposes of ascertaining (A) whether the communication is indeed from a shareholder and (B) whether the communication relates to the Company. Our corporate secretary will promptly forward copies of all such communications that pass this limited screening to each director, in the case of communications to the entire Board, or to the director addressee.

If a shareholder’s communication to the Board involves or concerns our corporate secretary, or if a shareholder has another appropriate reason for communicating to the Board through a means other than through our corporate secretary, the shareholder should send the communication to the attention of either the Company’s President or the Chair of the Board, in either case at the address above. Any such communication should clearly state that it is a shareholder communication and the reason it was not delivered to our corporate secretary for further delivery to the Board.

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DIRECTOR COMPENSATION

Our non-employee director compensation plan is intended to encourage non-employee directors to continue Board service, further align the interests of the Board and shareholders, and attract new non-employee directors with outstanding skills and qualifications. Directors who are employees or officers of the Company do not receive any additional compensation for Board service.

The Board has delegated to the Compensation and Talent Committee the responsibility, among other things, to review and make recommendations to the Board regarding any proposed changes to the non-employee director compensation program. The Compensation and Talent Committee typically reviews the non- employee director compensation program every other year. In connection with this review, the compensation consultant to the Compensation and Talent Committee provides analysis regarding market trends and benchmarking data.

2023 Director Compensation – Continuation of Program Design and Pay Levels

In November 2021, the Compensation and Talent Committee reviewed non-employee director compensation for the 2022 director compensation program against peer group benchmarking data (using the same peer group used for NEO compensation), general industry data and market trend information presented by ClearBridge. The Compensation and Talent Committee determined to increase the program retainers to be approximately at or slightly above the 50th percentile of the peer group, effective as of January 1, 2022.

Consistent with its approach of reviewing the non-employee director compensation program every other year, the Compensation and Talent Committee did not review the non-employee director compensation program against peer or market data for 2023, and no changes were made from the 2022 program.

The following table sets forth the compensation program for non-employee directors in 2023.

Consistent with historical practice, the annual cash retainers were paid to all of the directors in advance immediately following the 2023 annual meeting of shareholders.

The restricted stock awards to existing directors were granted on the date of the 2023 annual meeting of shareholders. The number of shares of restricted stock granted to each non-employee director in 2023 was determined by dividing the target dollar value of each restricted stock award by the per share closing price of our common stock on the grant date. The equity retainer vests on the earlier of the first anniversary of the grant date or the date of the next annual meeting of shareholders.

A director will forfeit their restricted stock in the event of termination of service as a non-employee director of the Company before the first anniversary of the grant date. However, in the event of a director termination due to death, disability or retirement, the Compensation and Talent Committee may accelerate the vesting of all or a portion of the restricted stock in its discretion at any time. During the restricted period, the restricted stock entitles the participant to all of the rights of a shareholder, including the right to vote the shares. Before the end of the restricted period, a participant may not sell, assign, pledge, or otherwise dispose of or hypothecate such person’s restricted stock.

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The Company does not provide any perquisites to directors, but does reimburse directors for out-of-pocket expenses incurred in attending Board and Board Committee meetings, as well as for director onboarding and continuing training related to service for the Company and Board.

2023 Director Compensation Table

The table below sets forth the compensation of each non-employee director in 2023.

At December 31, 2023, Ms. Desormière, Mr. Heinzmann, Mr. Hundzinski, Mr. Kummeth, Ms. Meter, Dr. Shaw and Mr. Stacey held 2,147 shares of unvested restricted stock, Ms. Kowalchik held 1,366 shares of unvested restricted stock, and Dr. Washington held 1,528 shares of unvested restricted stock.

2024 Director Compensation

In late 2023, the Compensation and Talent Committee reviewed non-employee director compensation for 2023 against peer group benchmarking data, general industry data and related information presented by Meridian. Meridian noted that the existing compensation program aligned with the Company’s peers and broader market trends from a structure and design perspective. However, the peer benchmarking data indicated that the annual equity compensation approximated the 25th percentile, while the total compensation approximated the median. The Compensation and Talent Committee determined to increase equity compensation by $10,000, effective as of the 2024 annual meeting.

Director Compensation Limit

The 2023 Equity Plan provides that the sum of any cash compensation for service as an outside director of the Company and the grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of all equity awards for service as an outside director of the Company will not exceed $600,000 in any calendar year for any individual outside director.

Director Stock Ownership Guidelines

Non-executive directors are required to own common stock having a value of at least five times the base annual cash retainer (excluding other additional cash retainers). In August 2021, we amended our guidelines to, among other things, require that all persons covered by the guidelines retain all shares that vest pursuant to equity awards granted by the Company until the ownership level is met. See “Compensation Discussion & Analysis—Compensation Policies—Stock Ownership Guidelines.” As of December 31, 2023, two non-executive directors were below the ownership guideline due to the timing of joining the Board.

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Executive Officers

The executive officers of the Company serve at the pleasure of the Board. The executive officers of the Company as of April 4, 2024 are as follows:

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		Phil M. Eyler  52 | President and Chief Executive Officer     Phillip Eyler is President and Chief Executive Officer of the Company. Mr. Eyler joined Gentherm in December 2017 and also serves on the Company’s Board. As President and CEO, Mr. Eyler leads more than 14,000 employees in 13 countries and is responsible for the strategic direction and operational leadership of the Company. Mr. Eyler joined Gentherm from Harman International Industries, Inc., a subsidiary of Samsung Electronics Co., Ltd. focused on connected technologies for automotive, consumer and enterprise markets, where he served as President of the Connected Car division from 2015 until 2017. Under his leadership, he oversaw the $3 billion division of more than 8,000 employees that was dedicated to developing integrated connected car systems encompassing infotainment, telematics, connected safety and cyber security solutions, among others. Throughout his 20-year career at Harman, Mr. Eyler served in a variety of leadership roles of increasing responsibility. He was Senior Vice President and General Manager of Harman’s Global Automotive Audio business from 2011 until 2015. Prior to leading the Global Automotive Audio business, Mr. Eyler was responsible for Harman’s North American Automotive business and led Harman’s North American and Asian manufacturing group. Mr. Eyler also serves as an independent board member for Sleep Number Corporation (Nasdaq: SNBR). Mr. Eyler received a Bachelor of Science degree in Mechanical Engineering from Purdue University and a Master of Business Administration from the Fuqua School of Business at Duke University.
		Matteo Anversa  52 | Executive Vice President of Finance, Chief Financial Officer and Treasurer       Matteo Anversa was appointed Executive Vice President of Finance, Chief Financial Officer and Treasurer in January 2019. Prior to joining Gentherm, Mr. Anversa served as Executive Vice President and Chief Financial Officer of Myers Industries, Inc., an international manufacturer of polymer-based material handling products and a distributor of tire repair and retread products, beginning in December 2016. At Myers Industries, he was responsible for driving cash flow, improving working capital, managing business restructuring and M&A activities, strengthening corporate controls and developing the company’s IT strategy. Prior to Myers Industries, Mr. Anversa worked since 2013 at Fiat Chrysler Automobiles N.V. where he held executive management positions, including Vice President, Group FP&A Fiat Chrysler and Chief Financial Officer for Ferrari SpA where he helped prepare Ferrari for its initial public offering. Mr. Anversa began his career with General Electric Corporation where he held various leadership roles during his 16-year tenure. Mr. Anversa has served as a director of Gabelli Value for Italy (VALU) since March 2018, an Italian company listed on AIM Italia. Mr. Anversa holds a degree in Mechanical Engineering from the University of Parma, Italy.

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		Rafael Barkas  53 | 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.
		Yijing Brentano  52 | Senior Vice President of Strategy, Corporate Development and Investor Relations       Yijing Brentano was appointed Senior Vice President of Strategy, Corporate Development and Investor Relations in October 2021. She previously served as Senior Vice President, Investor Relations and Global Financial Planning and Analysis since June 2019. Prior to this role, Ms. Brentano served as the Senior Vice President of Investor Relations and Communications since February 2018. Before joining Gentherm, Ms. Brentano served as the Vice President of Investor Relations and Corporate Strategy at Harman International Industries, Inc., a subsidiary of Samsung Electronics Co., Ltd., from 2015 to 2017. Prior to that, she spent 17 years at Sprint Corporation in multiple executive positions, including Vice President of Strategic Initiatives and Mobile Health, General Manager of International Wholesale, Vice President of Investor Relations and business unit CFO roles. Ms. Brentano started her career at Ernst & Young and is a Certified Treasury Professional. She holds a Bachelor of Science from the University of Kansas and a Master of Business Administration from the University of Chicago Booth School of Business.