Gentherm Inc

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.

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.

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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.

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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.

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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:

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Strong Commitment To Governance For The Benefit Of Shareholders

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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:

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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.

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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.

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Compensation Governance

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

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SUSTAINABILITY

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

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.

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INDEX OF FREQUENTLY REQUESTED INFORMATION

ADDITIONAL RESOURCES

These policies are available at either https://ir.gentherm.com/ under the “Corporate Governance” tab orhttps://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.

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