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 2024 performance of Gentherm Incorporated (“Gentherm”, “we”, “us”, “our” or the “Company”), review our 2024 annual report to shareholders.

ATTEND AND VOTE AT ANNUAL MEETING

PLEASE VOTE TODAY

Your vote is important. Whether or not you plan to attend the 2025 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

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.

BUSINESS OVERVIEW

Gentherm Incorporated is the global market leader of innovative thermal management and pneumatic comfort technologies for the automotive industry and a leader in medical patient temperature management. Automotive products include variable temperature Climate Control Seats®, heated interior systems (including heated seats, steering wheels, armrests and other components), battery performance solutions, cable systems, lumbar and massage comfort solutions, fuel management valve systems and other valve systems for brake and engine systems, and other electronic devices. Our automotive products can be found on light 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 productscan be found in hospitals throughout the world, primarily in the U.S., China, Germany and Brazil. The Company is also developingand launching 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.

1 | 2025 PROXY STATEMENT

2024 COMPANY PERFORMANCE HIGHLIGHTS

Highlights of Gentherm’s 2024 performance include(1) (2):

2 | 2025 PROXY STATEMENT

PROPOSAL NO. 1 – ELECTION OF NINE DIRECTOR NOMINEES

A Highly Skilled and Experienced 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 the nine current directors for re-election at 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.

At the 2024 annual meeting, all eight continuing director nominees received over 95% of shareholder votes in favor of their

re-election. Mr. Phillip Eyler, our former President and Chief Executive Officer and Interim Chief Financial Officer, resigned from such positions as well as from the Board effective as of December 31, 2024 in connection with his planned transition from the Company.

Mr. Presley was appointed as our President and Chief Executive Officer, as well as to the Board, effective January 1, 2025.

The following table provides summary information about the director nominees.

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The following matrix provides a high-level summary of the individual qualifications, attributes, skills and experience that the Director nominees contribute to the Board:

Qualifications / Expertise

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Strong Commitment To Governance For The Benefit Of Shareholders

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PROPOSAL NO. 2– APPROVAL OF 2024 NAMED EXECUTIVE OFFICER COMPENSATION (SAY-ON-PAY)

Significant Pay-For-Performance and At-Risk Pay, with Enhanced Program Design, to Align with Shareholders

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 2024, as disclosed in this proxy statement, commonly known as a “say-on-pay” proposal. See “Compensation Discussion and 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 2024.

The say-on-pay proposal at our 2024 annual meeting regarding the compensation of NEOs in 2023 received approximately 86% approval.

Our Board recommends that shareholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers (“Named Executives”) as described in this proxy statement (“say-on-pay vote”), for the reasons below.

Eyler Departure. Following the implementation of the Company’s planned transition process effective December 31, 2024, Mr. Eyler entered into a Separation and Consulting Agreement that confirmed specified severance and related benefits from his employment agreement. See “Named Executive Officer Compensation Tables—Potential Payments Upon Termination or Change in Control at December 31, 2024.”

6 | 2025 PROXY STATEMENT

2024 NEO Compensation Program Design

In the first quarter of 2024, the Compensation and Talent Committee approved the design of our 2024 NEO compensation program. The Committee approved revisions to the incentive plans that continue the journey of balancing shareholder interests in an environment of continued macroeconomic, geopolitical and industry volatility by reducing the number of metrics and the duplication of metrics. This change allows the management team to focus on core financial metrics that bring shareholder value over the short- and long-term.

2024 Bonus Plan (% Weighted)

In designing the 2024 Senior Level Bonus Program, the Compensation and Talent Committee determined to reduce the amount metrics and the duplication of metrics between the different components of the executive compensation program. Each of the performance goals payout independently, with a maximum 200% payout individually and in aggregate.

2024 Equity Awards – Target PSUs (Weighted as $ of Grant Value)

In establishing the 2024 long-term incentive program, the Compensation and Talent Committee determined to streamline the number of performance metrics comprising the program, while adding a modifier to address relative stock price alignment. Each of the performance goals payout independently, with a maximum 200% payout individually and 250% in aggregate.

Relative TSR modifier has the potential to impact overall performance +/- 25%

7 | 2025 PROXY STATEMENT

PROPOSAL NO. 3 –RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, ERNST & YOUNG, FOR 2025

Continued Effective Collaboration with Audit Committee in Financial Statements, Internal Controls and Related Risk Management

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 2025. 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 2024.

At the 2024 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 2024.

The Audit Committee has reappointed Ernst & Young as the Company’s independent registered public accounting firm for the year ending December 31, 2025, including based upon the following factors:

Efficiencies of continued engagement

Audit effectiveness

Expertise and industry knowledge

External data on audit quality and performance

Reasonableness of fees

Strong quality of communications

Strong ratification proposal support at the Company’s 2024 annual meeting

8 | 2025 PROXY STATEMENT

INDEX OF FREQUENTLY REQUESTED INFORMATION

9 | 2025 PROXY STATEMENT

ADDITIONAL RESOURCES

These policies and documents 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, 28875 Cabot Drive, Novi, MI 48377.

10 | 2025 PROXY STATEMENT

11 | 2025 PROXY STATEMENT