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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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Gentherm Incorporated

(Name of registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

March 27, 2025

Dear Gentherm Shareholders:

On behalf of the Board of Directors, I invite you to attend the 2025 annual meeting of shareholders on Thursday, May 8, 2025, 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.

2024 In Review

In 2024, the global Gentherm team continued the strong execution of its strategy under former CEO, Phillip Eyler’s leadership. We recorded over $2 billion in automotive new business awards for the second consecutive year, including breakthrough awards for several new, innovative products, Puls.A™ and ComfortScale™.

Further, we achieved record Adjusted EBITDA of $183 million in 2024 and expanded Adjusted EBITDA margins by 30 basis points compared to the prior year, despite a modest decrease in revenue and a continued challenging automotive light vehicle production environment. Going forward, the Company remains committed to driving continued profitability improvements over the long term.

Finally, the Company’s balance sheet remained strong with net leverage of approximately 0.5x. During the year, the Company made significant investments in operations, returned $50 million dollars to shareholders through share repurchases and positioned itself well for future investments in growth.

CEO Succession

In November 2024, following regular annual succession discussions among the board with the then-current CEO, Phil Eyler, a year ago, we announced a planned succession that allowed him to pursue new professional interests and served the best interest of the Company for the next phase of growth. In January 2025, the Company welcomed Bill Presley as the new President, CEO and Board Director following an extensive and thorough search and review process led by the Board with the assistance of a large national search firm and industry connections. Our Board views orderly transitions as critical to all stakeholders and ensuring continuity in the business, and we believe we delivered on this commitment. Bill is the right successor to build on the success achieved through Phil’s leadership and continue to drive shareholder value over the long term through strong execution of the Company’s strategy and growth aspirations.

Bill joins Gentherm with more than 30 years of experience in roles of increasing responsibilities at Chrysler Corporation, Lear Corporation and, most recently, as Vice-Chairman and Chief Operating Officer of Aptiv PLC. As a recognized leader in the industry, Bill possesses exceptionally deep management, sales, engineering and manufacturing expertise. Bill has a proven track record of driving growth in core and adjacent markets both organically and inorganically. Furthermore, his operational knowledge enables him to help teams create a culture that expand margins through efficient execution in every phase of product creation, manufacturing and delivery.

At the beginning of 2025, the Company also welcomed Jon Douyard as the new Executive Vice President, Chief Financial Officer and Treasurer. The Board further assisted Bill and management in the selection of Jon by ensuring the CFO search process was closely integrated with the CEO search process and provided confidence in a shared vision and partnership in these closely connected roles. Jon has 25 years of global finance experience, most recently the Chief Financial Officer of The Shyft Group, where he demonstrated a track record of delivering profitable growth through business cycles by successfully leading a strategy to drive financial performance, and generate increased cash flow.

On behalf of the board and Gentherm’s global team, I thank Phil for his leadership driving the Company’s Focused Growth Strategy and enhancing its culture, and welcome Bill and Jon to Gentherm to build on the success. We look forward to working together to drive the Company’s long-term growth and success.

Thank you for your continued investment and support of Gentherm. We respectfully request you to vote in accordance with our recommendations at the 2025 annual meeting.

Sincerely,

Ron Hundzinski

Chair, Gentherm Board of Directors

Dear Gentherm Shareholders:

I am honored to have been selected as the new President and Chief Executive Officer of Gentherm, and look forward to leading the organization through its next phase of profitable growth.

Gentherm has a solid foundation built on a scalable technology portfolio, strong customer relationships, culture of innovation, and financial health. Gentherm continues to drive market adoption of new, innovative products and secure new business awards that maintain its position as a clear global market leader of innovative thermal management and pneumatic comfort technologies. These strong attributes drew me to Gentherm and I believe demonstrate the company is positioned well for profitable growth and attainment of its growth aspirations.

Since joining Gentherm at the beginning of 2025, I have been focused on gaining a deep understanding of the product portfolio, business operations and key drivers of the Company’s financial performance. I have spent time meeting with the global Gentherm team, visiting many of our locations, and getting to know our key stakeholders. I have also begun a deep dive into the Company’s corporate strategy. I will continue these efforts as the year progresses, and ensure our shareholders and the broader investment community understand our strategy and our top priorities for driving revenue growth, margin expansion, and cash generation in the next chapter.

I look forward to working with the Board and the entire global Gentherm team to drive shareholder value.

Bill Presley

President and Chief Executive Officer

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

We will also transact any other business that may properly come before the meeting or any postponement or adjournment of the meeting. We are not aware of any such business. Only holders of our common stock at the close of business on March 11, 2025, the record date, are entitled to receive this notice and to attend and vote at the annual meeting.

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. 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

Novi, Michigan

March 27, 2025

Your vote is very important. Whether or not you plan to attend the meeting, we urge you to vote promptly. 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 8, 2025. The Notice of 2025 Annual Meeting of Shareholders, the accompanying Proxy Statement, and the 2024 annual report to shareholders are available at www.proxyvote.com.

Non-GAAP Financial Measures. This proxy statement, including the preceding letter to shareholders from the Chair of the Board, includes non-GAAP financial measures that excludes the impact of certain amounts. For their definitions, supplemental information and reconciliations to the most directly comparable GAAP financial measure, see our earnings release issued on February 19, 2025 that was furnished to the SEC on a Form 8-K as of such date.

PROXY STATEMENT │ ANNUAL MEETING OF SHAREHOLDERS │MAY 8, 2025