Form 4: Gentherm SVP Wilson Vests PSUs, Adjusts Holdings

Gentherm's SVP, Chief Strategy Officer, Jaymi Wilson, reported the vesting of performance-based restricted stock units and a subsequent sale for tax obligations.

Summary

• Jaymi Wilson, SVP, Chief Strategy Officer of Gentherm Inc. (THRM), reported transactions involving common stock.
• On March 23, 2026, 2,474 shares of common stock were acquired due to the vesting of performance-based restricted stock units (PSUs).
• These PSUs were granted on March 14, 2023, under the 2013 Equity Incentive Plan.
• The vesting period for the PSUs lapsed on March 14, 2026.
• The Compensation and Talent Committee determined that Adjusted EBITDA PSUs were earned at 69.15% of the target performance level, and ROIC PSUs were earned at 63.44% of the target performance level.
• This resulted in a total payout of 40.35% of the PSUs originally granted on March 14, 2023.
• Concurrently, 710 shares were disposed of at a price of $28.64 per share, likely for tax withholding purposes (Transaction Code 'F').
• Following these transactions, Jaymi Wilson beneficially owns 42,726 shares of Gentherm common stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting the achievement of performance targets for executive compensation, though not at the highest possible levels. The vesting demonstrates operational execution over the past three years.

Positives

• The vesting of performance-based restricted stock units indicates that Gentherm met certain performance targets (Adjusted EBITDA and ROIC) over the three-year measurement period ending in 2025.
• The payout of 40.35% of the target PSUs demonstrates a successful achievement of performance goals, aligning executive incentives with company results.
• The acquisition of 2,474 shares increases the reporting person's direct ownership in the company, signaling continued alignment with shareholder interests.

Negatives

• The total PSU payout of 40.35% of the target grant is significantly below the maximum potential of 200%, suggesting that performance targets were met at a moderate level rather than substantially exceeding expectations.
• The disposition of 710 shares, likely for tax withholding, reduces the net shares received from the vesting event.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance beyond the historical performance metrics used for PSU vesting.

Management Comments

• The Compensation and Talent Committee determined that the Adjusted EBITDA PSUs were earned at 69.15% of the target performance level.
• The Compensation and Talent Committee determined that the ROIC PSUs were earned at 63.44% of the target performance level.
• This reflects a total payout of 40.35% of the PSUs granted on March 14, 2023.

Industry Context

StockSavvy.ai notes that executive compensation tied to performance metrics like Adjusted EBITDA and ROIC is a common practice across industries, aligning management incentives with shareholder value creation. The specific payout percentages reflect Gentherm's performance relative to its internal targets over the three-year measurement period, which concluded in 2025.

Stakeholder Impact

• Shareholders: The vesting of PSUs indicates that the company met certain performance metrics (Adjusted EBITDA and ROIC) over the past three years, which could be viewed positively as management incentives are aligned with company performance.
• Employees (specifically the reporting person): Jaymi Wilson received a significant equity award as part of her compensation, reflecting her contribution to the company's performance.

Key Dates

Keywords

Gentherm, THRM, Jaymi Wilson, SVP Chief Strategy Officer, Form 4, Insider Trading, Stock Vesting, Restricted Stock Units, PSUs, Equity Incentive Plan, Adjusted EBITDA, ROIC, Executive Compensation