Gentherm Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Gentherm Incorporated

(Name of registrant as Specified In Its Charter)

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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 TMin 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,

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 atwww.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 visitingwww.virtualshareholdermeeting.com/THRM2024and 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 atwww.proxyvote.com.