Gentherm Inc

Management Recommendations on Non-CEO Compensation Matters

In determining the compensation of executive officers other than Mr. Eyler, the Committee receives significant input and recommendations from Mr. Eyler and Ms. Runyon, the Company’s Chief Human Resources Officer. These persons have the most involvement in, and knowledge of, the Company’s business goals, strategies and performance, the overall effectiveness of the management team, each person’s individual contribution to the Company’s performance and appropriate alignment with additional human capital management considerations. No executive officer provides input or participates in the deliberation of the Committee with respect to such person’s own compensation. Management also provides the Committee with information regarding the individual’s experience, current performance, potential for advancement and other subjective factors. The Committee retains the discretion to modify the recommendations of management and reviews such recommendations for their reasonableness based on individual and Company performance, retention and incentive needs, internal pay equity, shareholder and strategic considerations, succession planning and market information.

The Committee works with management to set the agenda for Committee meetings and regularly invites Mr. Eyler and Ms. Runyon to attend such meetings. The Committee also meets regularly in executive session to discuss compensation issues generally outside the presence of management and to review the performance and determine the compensation of Mr. Eyler.

Continuing Use of Independent Third-Party Consultant

The Committee re-engaged ClearBridge as its independent compensation consultant for the 2023 NEO compensation program, including to: evaluate and assist in selecting an appropriate peer group; benchmark our executive compensation programs against the peer group and general market survey data; provide input on our executive compensation plan design and equity usage and allocation; assist with the Committee’s compensation risk assessment; and provide information regarding general compensation market trends.

The Committee determined to conduct a competitive search process for its compensation consultation services in May 2023. The Committee had engaged ClearBridge as its compensation consultant since 2018, and ended such engagement in June 2023. ClearBridge generally completed its work plan for the 2023 NEO compensation program, except for the matters noted below.

Following a search process that included six outside consulting firms, the Committee selected Meridian as its new independent compensation consultant, effective July 2023. Although Meridian’s work plan primarily related to the 2024 NEO compensation program, it did assist in 2023 with the Committee’s compensation risk assessment, provide information regarding general compensation market trends and address the implementation of the adjustment policy for the Senior Level Bonus Plan.

74| 2024 PROXY STATEMENT

Use of Peer and Survey Data to Ensure Reasonable Compensation

The Committee utilized a combination of peer group benchmarking and general market survey data in setting 2023 compensation for Messrs. Eyler and Anversa and only market survey data for the other NEOs. The Committee does not target a certain percentile, but uses the 25th, 50th and 75th percentiles as reference points.

In establishing the 2023 NEO compensation program, the Committee replaced Superior Industries International, Inc. (SUP) with Visteon Corporation (VC) due to Superior’s continued decline in market cap. The Committee considered the following companies to be comparable to Gentherm based on revenue, enterprise value and industry.