Gentherm Inc
For the period ended May 16, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 4, 2024
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Contents
Pay Versus Performance Table
| VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | ||||||||
|---|---|---|---|---|---|---|---|---|
| YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($)(1) | COMPENSATION ACTUALLY PAID TO PEO ($)(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($)(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($)(4) | TOTAL SHAREHOLDER RETURN ($)(5) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(6) | NET INCOME ($ IN MILLIONS) (7) | ADJUSTED EBITDA ($ IN MILLIONS) (8) |
| 2023 | 7,572,491 | 3,969,782 | 2,141,593 | 1,831,339 | 117.95 | 104.54 | 40.3 | 180.6 |
| 2022 | 5,408,566 | (1,128,864) | 1,505,277 | 520,649* | 147.08 | 104.59 | 24.4 | 129.8 |
| 2021 | 5,972,977 | 10,669,937 | 1,470,524 | 1,525,029 | 195.76 | 142.18 | 93.4 | 157.0 |
| 2020 | 4,320,573 | 10,386,393 | 1,437,158 | 2,363,731 | 146.92 | 117.51 | 59.7 | 139.9 |
| (1) | Reflects the amount reported in the “Total” column of the Summary Compensation Table for Mr. Eyler for each corresponding year. See “Named Executive Officer Compensation Tables – Summary Compensation Table for 2023”. |
| (2) | Amounts reported reflect CAP for Mr. Eyler, as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect the actual amount of compensation earned by or paid to Mr. Eyler during the applicable year. The adjustments below were made to Mr. Eyler’s total compensation for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K. No amounts were reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for any applicable year, so no defined benefit and actuarial pension plan adjustments were made for any applicable year. |
| YEAR | REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($) | LESS | REPORTED VALUE OF EQUITY AWARDS ($)(A) | PLUS | EQUITY AWARD ADJUSTMENTS ($)(B) | EQUALS | CAP FOR PEO ($)(C) |
|---|---|---|---|---|---|---|---|
| 2023 | 7,572,491 | - | 4,694,643 | + | 1,091,934 | = | 3,969,782 |
| 2022 | 5,408,566 | - | 3,499,553 | + | (3,037,877) | = | (1,128,864) |
| 2021 | 5,972,977 | - | 3,801,502 | + | 8,498,462 | = | 10,669,937 |
| 2020 | 4,320,573 | - | 2,650,016 | + | 8,715,836 | = | 10,386,393 |
92| 2024 PROXY STATEMENT
| (a) | Amounts reflect the grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. No amounts were reported in the “Option Awards” column in the Summary Compensation Table for any applicable year. |
| (b) | The equity award adjustments were calculated in accordance with Item 402(v) of Regulation S-K and include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value; and (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year. No awards were granted and vested in same year for any applicable year and no dividends or other earnings were paid on awards in any applicable year. The fair values of RSUs and PSUs included in the CAP to our PEO and the Average CAP to our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for 2023. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Any changes to the RSU and PSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates, and for PSUs (ROIC/Adjusted EBITDA), updated Company performance metric projections. The amounts deducted or added in calculating the equity award adjustments for Mr. Eyler are as follows: |
| YEAR | YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED IN THE YEAR AND OUTSTANDING AND UNVESTED AT YEAR END ($) | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS ($) | CHANGE IN FAIR VALUE TO THE VESTING DATE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR ($) | FAIR VALUE AT THE END OF THE PRIOR YEAR OF EQUITY AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR ($) | TOTAL EQUITY AWARD ADJUSTMENTS ($) |
|---|---|---|---|---|---|
| 2023 | 3,514,950 | (1,595,072) | (827,944) | — | 1,091,934 |
| 2022 | 3,301,437 | (4,762,949) | (1,576,365) | — | (3,037,877) |
| 2021 | 4,220,264 | 3,095,408 | 1,182,790 | — | 8,498,462 |
| 2020 | 5,177,167 | 2,644,193 | 894,476** | — | 8,715,836 |
| (3) | Reflects the average amount reported in the “Total” column of the Summary Compensation Table for our other NEOs as a group (excluding Mr. Eyler) for each corresponding year. See “Named Executive Officer Compensation Tables – Summary Compensation Table for 2023”. The names of each of the other NEOs (excluding Mr. Eyler) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Anversa, Mr. Stocker, Mr. Sundaram and Ms. Xu; (ii) for 2022, Mr. Anversa, Ms. Runyon, Mr. Stocker and Ms. Xu; (iii) for 2021, Mr. Anversa, Matthew Fisch, Mr. Stocker, Ms. Xu and Paul Giberson; and (iv) for 2020, Mr. Anversa, Mr. Fisch, Mr. Giberson and Yijing Brentano. |
| (4) | Amounts reported reflect CAP for the other NEOs as a group (excluding Mr. Eyler), as computed in accordance with Item 402(v) of Regulation S-K, for each corresponding year, which amounts do not reflect an average of the actual amount of compensation earned by or paid to the other NEOs as a group (excluding Mr. Eyler) during the applicable year. The adjustments below were made to the average total compensation for the NEOs as a group (excluding Mr. Eyler) for each year to determine the CAP for such year in accordance with the requirements of Item 402(v) of Regulation S-K. No amounts were reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for any applicable year, so no defined benefit and actuarial pension plan adjustments were made for any applicable year. |
| YEAR | AVERAGE REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) | LESS | AVERAGE REPORTED VALUE OF EQUITY AWARDS ($)(A) | PLUS | AVERAGE EQUITY AWARD ADJUSTMENTS ($)(B) | EQUALS | AVERAGE CAP FOR NON-PEO NEOS ($)(C) |
|---|---|---|---|---|---|---|---|
| 2023 | 2,141,593 | - | 725,982 | + | 415,728 | = | 1,831,339 |
| 2022 | 1,505,277 | - | 541,709 | + | (442,919) | = | 520,649* |
| 2021 | 1,470,524 | - | 546,528 | + | 601,033 | = | 1,525,029 |
| 2020 | 1,437,158 | - | 459,696 | + | 1,386,269 | = | 2,363,731 |
93| 2024 PROXY STATEMENT
| (a) | See note (b) to footnote (2) above for an explanation of the equity award adjustments made in accordance with Item 402(v) of Regulation S-K. The amounts deducted or added in calculating the total average equity award adjustments for the other NEOs as a group (excluding Mr. Eyler) are as follows: |
| YEAR | AVERAGE YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED IN THE YEAR AND OUTSTANDING AND UNVESTED AT YEAR END ($) | YEAR OVER YEAR AVERAGE CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED EQUITY AWARDS ($) | AVERAGE CHANGE IN FAIR VALUE TO THE VESTING DATE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR ($) | AVERAGE FAIR VALUE AT THE END OF THE PRIOR YEAR OF EQUITY AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR ($) | TOTAL AVERAGE EQUITY AWARD ADJUSTMENTS ($) |
|---|---|---|---|---|---|
| 2023 | 715,503 | (182,326) | (117,449) | — | 415,728 |
| 2022 | 511,662 | (722,490) | (232,091) | — | (442,919) |
| 2021 | 501,219 | 364,738 | 65,858 | (330,782) | 601,033 |
| 2020 | 925,406 | 457,209 | 3,654 | — | 1,386,269 |
| (5) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Historical stock performance is not necessarily indicative of future stock performance. |
| (6) | Represents the TSR for the Dow Jones US Auto Parts Index, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. |
| (7) | Amounts reflect the net income as reported in the Company’s audited consolidated financial statements for the applicable year. |
| (8) | Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, deferred financing cost amortization, non-cash stock based compensation expenses, and other gains and losses not reflective of the Company’s ongoing operations and related tax effects, including transaction expenses, debt retirement expenses, impairment of assets held for sale, impairment of goodwill, gain or loss on sale of business, restructuring expense, unrealized currency gain or loss, and unrealized revaluation of derivatives. Beginning in 2023, the Company excluded the impact of non-cash stock-based compensation from Adjusted EBITDA results; prior years have not been restated. We may calculate Adjusted EBITDA differently in future years. |
| * | The Company identified a mathematical error in the calculation of “Average CAP for Non-PEO NEOs” conducted for 2022, resulting in the understatement of such amount in our previously filed Definitive Proxy Statement on Schedule 14A. The Company has corrected this inadvertent error to reflect the accurate amount. |
|---|---|
| ** | The Company identified a mathematical error in the calculation of “Change in Fair Value to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year” conducted for the PEO for 2022, resulting in the understatement of such amount in our previously filed Definitive Proxy Statement on Schedule 14A. The Company has corrected this inadvertent error to reflect the accurate amount. This error did not affect the previously disclosed or actual "Total Equity Award Adjustments" for 2022. |
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