Gentherm (THRM) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 14, 2026, with shareholders encouraged to vote in advance.

• In 2025, a planned leadership transition was completed, appointing a new CEO and CFO.

• The Board refined corporate strategy, prioritized capital allocation, and approved the acquisition of Modine Performance Technologies, expected to close by end of 2026.

• Shareholder engagement increased in 2025, focusing on introducing new leadership and communicating strategic updates.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors for one-year terms, a say-on-pay advisory vote, ratification of Ernst & Young as auditor for 2026, and an amendment to the 2023 Equity Incentive Plan to add 1,700,000 shares.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Eight of nine directors are independent; all Board committees are fully independent.

• The Board is led by a non-executive Chair, with regular executive sessions and nearly 100% attendance.

• Board refreshment since 2021 added three new independent directors, increasing diversity and expertise.

• Annual self-assessments and director training are conducted to ensure effective governance.

• Shareholders have rights to call special meetings, no super-majority voting, and no poison pill.