Gentherm Incorporated Summary of Non-Employee Director Compensation Effective 2021
Gentherm Incorporated provides non-employee directors with a combination of cash and restricted stock awards for their service on the Board, effective from the 2021 annual meeting. Directors who are also employees or officers do not receive extra compensation. Cash retainers are paid annually in advance, with additional amounts for committee roles. Non-employee directors also receive an annual equity award that vests after one year or at the next annual meeting, provided they continue their service. Out-of-pocket expenses are reimbursed.
Exhibit 10.3
Gentherm incorporated
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION
Non-employee directors of the Board receive a mix of cash and share-based compensation. Directors who are employees or officers of the Corporation do not receive any additional compensation for Board service.
Cash compensation is paid in advance at the annual meeting of shareholders.
The compensation described herein will have effect starting with the 2021 annual meeting of shareholders.
In addition to reimbursement for out-of-pocket expenses, including those incurred in attending Board and committee meetings, non-employee directors receive the following:
|
|
| Value ($) |
| |
| Annual cash retainer for Board service: |
|
|
|
|
| Chair of the Board |
|
| 116,000 |
|
| Lead Independent Director (if any) |
|
| 81,000 |
|
| Other non-employee directors |
|
| 76,000 |
|
| Annual cash retainers for Committee service: |
|
|
|
|
| Audit Committee – Chair |
|
| 15,000 |
|
| Compensation, Nominating & Corporate Governance, Technology and Mergers & Acquisitions Committees – Chair |
|
| 10,000 |
|
| Audit, Compensation, Nominating & Corporate Governance, Technology and Mergers & Acquisitions Committees – Member |
|
| 5,000 |
|
| Annual equity retainer (restricted stock award) |
|
| 100,000 |
|
The restricted stock award vests on the earlier of the first anniversary of the date of grant, or the date of the next annual meeting, subject to the applicable director’s continued service or retirement (all as under the terms of the Corporation’s then-applicable incentive equity plan). The number of shares will be determined based on the closing trading price of a share of common stock on the grant date (date of the annual meeting).
