Gentherm Incorporated Summary of Non-Employee Director Compensation Effective 2019

Contract Categories: Human Resources › Compensation Agreements
Summary

Gentherm Incorporated outlines the compensation for its non-employee directors, effective from the 2019 annual meeting. Non-employee directors receive annual cash fees, additional fees for committee service, and $100,000 in restricted stock that vests after one year if the director continues service or retires. Employee directors do not receive extra compensation for board service. All directors are reimbursed for out-of-pocket expenses related to board duties. The agreement specifies different fee amounts for committee chairs and the Chairman of the Board.

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EX-10.1 2 thrm-ex101_14.htm EX-10.1 thrm-ex101_14.htm

Exhibit 10.1

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 2019 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:

 

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an annual fee of $75,000 ($115,000 for the Chairman of the Board and $80,000 for the Lead Independent Director, if one exists);

 

 

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an annual fee of $5,000 ($10,000 for the committee chair) for Compensation, Technology, and Corporate Governance Committee members;

 

 

 

 

an annual fee of $5,000 ($15,000 for the committee chair) for Audit Committee members;

 

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an annual fee of $1,000 ($5,000 for the committee chair) for Nominating Committee members; and

 

 

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$100,000 in restricted stock granted as of the date of the annual meeting of shareholders; such restricted stock vests on the first anniversary of the date of grant, subject to the applicable director’s continued service or retirement (all as under the terms of the Corporation’s then-applicable incentive equity plan).