GENTHERM INC (THRM)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
GENTHERM INC · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Nine Directors
Against Analysis
Ms. Desormière has served since 2012 and bears full accountability for the company's severe 3-year stock underperformance of 60.8 percentage points below the peer group median, well above the 20-point threshold that triggers a vote against; the 5-year record (-63.7% vs peer median -4.1%, gap of -59.6pp, exceeding the 20pp threshold) does not provide a mitigating offset, confirming sustained rather than transient underperformance.
Mr. Heinzmann has served since 2020 and his tenure fully overlaps the 3-year underperformance period; the stock fell 52.5% while the peer group median gained 8.3%, a gap of 60.8 percentage points far exceeding the 20-point trigger; the 5-year gap of -59.6pp also exceeds the threshold, confirming sustained underperformance with no 5-year mitigant available.
Mr. Hundzinski has served as Board Chair since 2016 and carries significant accountability for the company's 3-year stock decline of 52.5% against a peer median gain of 8.3%, a gap of 60.8 percentage points well above the 20-point trigger; the 5-year relative underperformance of -59.6pp also exceeds the threshold, and no mitigating 5-year track record exists.
Mr. Kummeth has served since 2018 and his tenure fully overlaps the 3-year underperformance period; Gentherm's stock lost 52.5% while peers gained 8.3% on average, a 60.8-point gap exceeding the 20-point trigger; the 5-year gap of -59.6pp also exceeds the threshold, so no 5-year mitigant applies.
Ms. Meter has served since 2021, giving her meaningful tenure overlap with the full 3-year underperformance window; the stock underperformed the peer group by 60.8 percentage points over three years, well above the 20-point trigger for companies with negative absolute TSR; the 5-year gap also exceeds the threshold with no mitigating offset.
Mr. Stacey has served since 2018 and his tenure fully overlaps the 3-year underperformance period; Gentherm's shares lost over half their value while the peer group median rose 8.3%, a 60.8-point gap far exceeding the 20-point trigger; the 5-year gap of -59.6pp also exceeds the threshold, confirming sustained underperformance.
For Analysis
Ms. Kowalchik joined the board in 2023, which is within the past 24 months relative to the underperformance measurement period, making her exempt from the TSR underperformance trigger under the policy; she brings relevant financial expertise as a sitting CFO with deep automotive industry experience.
Mr. Presley joined the board in 2025 as the new CEO and is exempt from the TSR underperformance trigger under the policy's 24-month new-director exemption; he has no meaningful tenure overlap with the underperformance period and was brought in specifically to lead a strategic turnaround.
Mr. Washington joined the board in 2023, placing him within the 24-month new-director exemption window and exempting him from the TSR underperformance trigger; he brings relevant technology and automotive industry expertise with no accountability for pre-joining underperformance.
Six of nine directors are voted AGAINST under the TSR underperformance trigger: Gentherm's stock fell 52.5% over three years while the disclosed compensation peer group median rose 8.3%, a gap of 60.8 percentage points that far exceeds the 20-point threshold applicable to companies with negative absolute TSR. The 5-year record (-59.6pp vs peers) confirms this is sustained underperformance, not a temporary trough, so no 5-year mitigant applies. The three directors voted FOR — Kowalchik, Presley, and Washington — all joined the board in 2023 or later and qualify for the 24-month new-director exemption.
Say on Pay
✓ FORCEO
Bill Presley
Total Comp
$12,966,927
Prior Support
93%%
CEO Bill Presley's total reported compensation of approximately $12.97 million is elevated for a mid-cap Consumer Cyclical company, but a significant portion reflects one-time make-whole awards paid to replace compensation forfeited from his prior employer upon joining in January 2025 — these are not part of his ongoing annual pay package, and excluding them brings his ongoing target total direct compensation (salary $950K, target bonus $1.19M, annual equity $4M) to a more defensible level for a new CEO at a company of this size and complexity. The pay program structure is sound: 65% of ongoing target compensation is performance-based for the CEO, incentive metrics include meaningful financial and strategic goals with objective measurement, the company has a compliant clawback policy, and the prior say-on-pay vote received 93% support indicating no shareholder concern requiring remediation. The pay-for-performance alignment check is mitigated by the fact that the CEO and CFO were newly hired in 2025 and their compensation was set through arms-length offer-letter negotiations benchmarked against peers, so above-benchmark incentive pay in the first year of tenure does not reflect the same governance concern as entrenched above-market pay at a long-tenured team.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,825,631
Non-Audit Fees
$834,359
Ernst & Young's 2025 tax fees of $834,359 represent approximately 45.7% of audit fees of $1,825,631, which is below the 50% threshold that would trigger a vote against on independence grounds; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; no material restatements are disclosed; and as a Big 4 firm EY is appropriate for a company of this size. The vote is FOR ratification as no policy trigger is met.
Overall Assessment
The 2026 Gentherm ballot presents significant governance concerns: six of nine director nominees are voted AGAINST due to the company's severe and sustained stock underperformance — shares lost 52.5% over three years while the peer group median gained 8.3%, a 60.8-percentage-point gap that exceeds policy thresholds at both the 3-year and 5-year horizon. The Say on Pay vote is FOR because the new CEO's elevated reported compensation is substantially explained by one-time make-whole awards negotiated upon hire, the ongoing pay program structure is sound and performance-linked, and the prior year's 93% approval rate reflects no material shareholder concern.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing