Gentherm Inc

Management Recommendations on Non-CEO Compensation Matters

In determining the compensation of executive officers other than the CEO, the Committee receives significant input and recommendations from the CEO and the Company’s Chief Human Resources Officer (“CHRO”). 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 the CEO and CHRO 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 the CEO.

Continuing Use of Independent Third-Party Consultant

The Committee re-engaged Meridian as its independent compensation consultant for the 2025 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; benchmark peer and market data to inform negotiations with Messrs. Presley and Douyard in establishing their compensation arrangements through the offer letters; assist with the Committee’s compensation risk assessment; provide information regarding general compensation market trends; and provide advice regarding the proposed Amendment to the 2023 Equity Plan. See “Proposal No. 4— Amendment To The Gentherm Incorporated 2023 Equity Incentive Plan” for additional information regarding Meridian’s services related to the Amendment.

Use Of Peer and Survey Data To Ensure Reasonable Compensation

The Committee utilizes peer group and general market survey data to benchmark the Company’s executive and non-employee director compensation (including for new hires or appointments), as well as for incentive plan design. The peer group companies are generally those determined to be comparable to Gentherm based on revenue (the primary variable since it is viewed as the leading predictor of executive pay), enterprise value and industry. The Committee evaluated such matters in August 2024 based on the advice of its compensation consultant and determined not to make any changes to the peer group for 2025 compensation matters. The Committee’s peer group for 2025 matters consisted of the following companies.