Barbara J. Runyon - Mar 7, 2022 Form 4 Insider Report for GENTHERM Inc (THRM)

Role: SVP & CHRO
Signature: /s/ Meredith Ervine, by Power of Attorney
Stock symbol: THRM
Transactions as of: Mar 7, 2022
Transactions value $: -$169,485
Form type: 4
Date filed: 3/9/2022, 09:05 AM
Previous filing: Mar 1, 2022
Next filing: Mar 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	THRM	Common Stock	Award	$0	+5.7K	+42.01%	$0.00	19.3K	Mar 7, 2022	Direct	F1
transaction	THRM	Common Stock	Award	$0	+2.71K	+14.05%	$0.00	22K	Mar 7, 2022	Direct	F2
transaction	THRM	Common Stock	Tax liability	-$169K	-2.4K	-10.93%	$70.56	19.6K	Mar 7, 2022	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 25, 2019, the Reporting Person was granted performance-based Restricted Stock Units (PSUs) under the 2013 Equity Incentive Plan. The PSUs are earned at 0% - 200% of the target grant award based on the Issuer's three-year total shareholder return ("TSR") relative to a peer group and vest on the later of the date the Compensation Committee determines that the PSUs are earned and the third anniversary of the grant date. On February 25, 2022, the vesting period lapsed, and on March 7, 2022, the Compensation Committee determined that the PSUs were earned at the maximum performance level.
F2	On February 25, 2019, the Reporting Person was granted PSUs under the 2013 Equity Incentive Plan. The PSUs are earned at 0% - 200% of the target grant award based on the Issuer's return on invested capital measured in the third year ("ROIC") and vest on the later of the date the Compensation Committee determines that the PSUs are earned and the third anniversary of the grant date. On February 25, 2022, the vesting period lapsed, and on March 7, 2022, the Compensation Committee determined that the PSUs were earned at 95% of the target performance level.

Content

On February 25, 2019, the Reporting Person was granted performance-based Restricted Stock Units (PSUs) under the 2013 Equity Incentive Plan. The PSUs are earned at 0% - 200% of the target grant award based on the Issuer's three-year total shareholder return ("TSR") relative to a peer group and vest on the later of the date the Compensation Committee determines that the PSUs are earned and the third anniversary of the grant date. On February 25, 2022, the vesting period lapsed, and on March 7, 2022, the Compensation Committee determined that the PSUs were earned at the maximum performance level.

On February 25, 2019, the Reporting Person was granted PSUs under the 2013 Equity Incentive Plan. The PSUs are earned at 0% - 200% of the target grant award based on the Issuer's return on invested capital measured in the third year ("ROIC") and vest on the later of the date the Compensation Committee determines that the PSUs are earned and the third anniversary of the grant date. On February 25, 2022, the vesting period lapsed, and on March 7, 2022, the Compensation Committee determined that the PSUs were earned at 95% of the target performance level.

Remarks:

Exhibit 24, Power of Attorney, is attached.