THRM Gentherm Inc

Exhibit 10.1

November 4, 2024

William Presley

54254 Ego Drive

Macomb Township, Ml 48042

Dear Bill,

On behalf of Gentherm Incorporated (“Gentherm” or the “Company”), I am very excited to present to you an offer of employment for the position of President and Chief Executive Officer. In this position you would be part of Gentherm’s Executive Committee and report directly to the Board of Directors (the “Board”). Your compensation package would be as set forth in the attached term sheet, all of which remains subject to and conditioned upon Board approval. If you accept such offer, the Board also intends to appoint you to the Board for an initial term ending as of the 2025 annual meeting of shareholders.

I believe that you would find this role to be exciting, challenging and rewarding. The entire Board is thrilled at the prospect of you joining our Company.

As with all positions at Gentherm, the following conditions apply: (1) you would be permitted to begin employment with the Company only after you provide required documentation verifying your identity and employment eligibility in the United States; (2) your employment is contingent upon successfully passing a pre-employment drug test, enhanced background check and reference check; (3) you will be required to sign various Company documents that will be sent to you during your onboarding process; (4) your employment would be “at-will” and terminable at any time for any reason; and (5) you would be required to sign the attached Confidential Information and Inventions Assignment Agreement.

Please contact me should you have any questions; otherwise, your signature below will confirm your acceptance of the terms of this offer. Please return a signed copy to me.

I am looking forward with great anticipation to working with you.

Barbara Runyon, Senior Vice President, and Chief Human Resources Officer

Term Sheet Page 1

COMPENSATION TERM SHEET

William Presley

Attachment to Offer Letter Dated: November 4, 2024

POSITION

Term Sheet Page 2

Term Sheet Page 3

Term Sheet Page 4

Term Sheet Page 5

Term Sheet Page 6

Term Sheet Page 7

Term Sheet Page 8

EMPLOYEE BENEFITS

Term Sheet Page 9

CONFIDENTIAL INFORMATION AND

INVENTION ASSIGNMENT AGREEMENT

Agreement made 11/06 / 2024

RECITALS

As an employee of Gentherm Incorporated, (hereinafter referred to as the “Company”), I have gained or will gain knowledge of the Company’s trade secrets or other confidential information or proprietary information, as defined below. The Company would suffer irreparable harm if I were to use such confidential information outside of the Company, and/or on behalf of any competitor of the Company; and the Company is entitled to be protected from any such unauthorized retention or use. Furthermore, because I have extensive knowledge about the Company’s business and I possess special knowledge concerning that business, the Company is also entitled to be protected from the possibility that I may seek to become associated with a business that competes with the Company’s business.

DEFINITIONS

For the purposes of this Agreement, the term “trade secret” includes, but is not limited to, technical data, non-technical data, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, or a list of actual or potential customers or suppliers lists, graphs, sheets, diskettes for computer storage, and correspondence which (a) derives economic value, actual or potential, from not being generally known outside the Company and not being readily ascertainable; and (b) is subject to efforts to maintain its secrecy. For purposes of this Agreement the term “other confidential information” includes any information which is not a trade secret, but which is not generally known to the public, and is received from, or concerns the affairs of, the Company or is received from a third party under obligation of confidentiality.

The following is a list of trade secrets or other confidential information intended to be covered by this Agreement. This list is not inclusive, but intended as an illustration of the types of information protected by this Agreement:

A. Marketing Information: Information about the Company’s operations, including, but not limited to, identity, number and location of customers, sales, sales volume(s), and marketing and advertising research.

B. Management Information: Any and all information relating to employee compensation programs, procedural systems, hiring practices, technical information, sales techniques, quality control, financial information, marketing plans and strategy, operational plans, strategies and goals, contracts, marketing, evaluation procedures and case studies.

C. Proprietary Information: Any inventions, source codes, algorithms, schematics, models, discoveries, developments, improvements, methods, processes, know-how, compositions, works, concepts, trade secrets, designs and ideas (whether or not capable of patent, trademark or copyright protection), trademarks, logos, trade names, proprietary materials, copyrights, copyrightable works, non-copyrightable works, patents, domain names, database rights, methodologies, websites, web-pages, search engines, designs, applications, data, programs, phone numbers, fax numbers, cell numbers, email addresses and accounts, and any other proprietary information.

D. Other Information: Any other information of any kind which gives the Company an opportunity to obtain advantage over competitors.

For the purposes of this Agreement, the “Company” shall mean Gentherm Incorporated and any corporation, division, partnership, limited liability company or other person and/or business organization working in connection with Gentherm Incorporated, as well as their respective officers, directors, members, employees, and agents.

AGREEMENT

In consideration for my employment and/or continued employment with the Company, the disclosure to me of the Company’s trade secrets and/or other confidential information, and other valuable consideration, I agree to the following:

During my employment, I will not, without the prior written consent of the Board of Directors of the Company (the “Board”), either directly or indirectly in any capacity (including without limitation as principal, agent, partner, employee, shareholder, unit holder, joint venturer, director, trustee, beneficiary, manager, consultant, or advisor), carry on, advise, provide services to or be engaged, concerned or interested in, or associated with, any Competitive Business (as defined below), or be engaged or interested in any public or private work or duties which, in the reasonable opinion of the Board, may hinder or otherwise interfere with the performance of my duties. In addition, for a period of twelve months after my employment with the Company ends for any reason, I shall not, either directly or indirectly:

(a) induce or solicit, directly or indirectly, any employee of the Company to terminate his or her employment with the Company or otherwise interfere with the employment relationship of any employee of the Company, excluding employees responding to a general solicitation not targeted in any manner to violate this Section,

(b) on a worldwide basis, in any capacity (including without limitation as principal, agent, partner, employee, shareholder, unit holder, joint venturer, director, trustee, beneficiary, manager, consultant, or advisor), engage in or otherwise provide services to any Competitive Business, or

(c) take any action that will cause the termination of a business relationship between the Company and any business entity who is or was a customer or supplier, or a prospective customer or supplier of the Company within twelve months prior to my employment ending, and with whom I had material dealings or about whom I was provided confidential information.

A “Competitive Business” means any business or activity which is involved in the research, development, manufacture, sale, distribution and/or marketing of any of the products that are manufactured, sold or distributed by the Company, or were subject to active R&D projects during your employment with the intent to manufacture, sell or distribute within 3 years after your employment by the Company or any of its subsidiaries

Given that the business of the Company is and is expected to continue to be conducted on a worldwide basis, and I will be actively involved with and intimately familiar with the business of the Company on a worldwide basis, I acknowledge and agree that more narrow geographic limitations of any nature on the above covenants are therefore not appropriate and would not adequately protect the Company.

Nothing in this Section prohibits me (whether directly or through nominees) of holding shares listed on a recognized stock exchange, provided that I do not hold more than 2% of the issued capital of a company.

I agree that this agreement (a) shall not be construed as an agreement by the Company to employ me for any specific period; (b) cannot be modified except in writing, signed by me and the President of the Company entitled “Employment Contract”; (c) shall inure to the benefit of the Company and its successors and assigns; (d) shall be binding upon my heirs, legal representatives, and assigns; and (e) shall be governed by Michigan Law (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws of such jurisdiction or any other jurisdiction). I further acknowledge and agree that I am an Employee at Will.

I acknowledge that: (a) the breach of any prov1s1on of this Agreement will result in immediate and irreparable damage to the Company; (b) no adequate remedy at law exists with regard to any such breach; (c) public policy will be furthered by the enforcement of this Agreement by an injunction; (d) injunctive relief will not deprive me of an ability to earn a living because I am qualified for many positions which do not involve the breach of any provision of this Agreement; and (e) the Company will be entitled to enforce this Agreement by injunction or other equitable remedies in the event of such breach, in addition to any other remedies available to the Company (including, without limitation, monetary damages). Accordingly, in the event of a breach (or threatened or attempted breach) of this Agreement, the Company shall, in addition to any other rights and remedies, be entitled to immediate appropriate injunctive relief, or a decree of specific performance of this Agreement, without the necessity of showing any irreparable injury or special damages. If it is judicially determined that I have violated any of my obligations under this Agreement, I shall pay the Company’s actual legal fees and costs associated with any such judicial action, including, but not limited to, the Company’s actual attorneys’ fees.

If this Agreement shall be held by a court to be invalid or unenforceable because it is too broad in any respect, the Agreement shall be narrowed by the court to the extent required to be enforceable.

This Agreement constitutes the entire agreement and understanding between me and the Company concerning the matters contained herein and supersedes any prior understanding, agreement, or negotiations regarding such matters.

This Agreement shall be assigned by Company in connection with any sale of the Company’s business. I acknowledge that my obligations under this Agreement are personal to me and that I cannot assign my obligations in this Agreement to any other person or entity.

I confirm that there is no legal restriction on my ability to perform the duties and obligations set forth in this Agreement, nor do I have any existing obligation to others which might be inconsistent with any provision contain herein. I have disclosed to the Company that my current employer, Aptiv, PLC (“Aptiv”) and I have agreed to certain restrictive covenants. Specifically, I have communicated the contents of the Confidentiality and Noninterference Agreement between me and Aptiv to the Company. I have independently, and with the advice of my own counsel, concluded that nothing in those restrictions would prevent me from performing the duties and obligations set forth in this Agreement or are inconsistent with any provision contained herein.

Dated: 11/06/2024

I have read and fully understand the terms of this Agreement.

Optional Attachment: Excluded Prior Inventions (if any)

Exhibit 10.2

SEPARATION AND CONSULTING AGREEMENT

This Separation and Consulting Agreement (this “Agreement”), is entered into as of November 6, 2024 (the “Effective Date”) by and between Phillip Eyler (“Eyler”) and Gentherm Incorporated, a Michigan corporation (“Gentherm” or the “Company”).

Recitals

A. Eyler has been President and Chief Executive Officer of the Company, and a director of the Company’s Board of Directors (the “Board”) since December 2017.

B. Eyler and the Company are party to that certain Employment Contract, dated as of September 18, 2017, which was amended as of December 7, 2018 and April 21, 2020 (collectively, the “Employment Agreement”).

C. Eyler’s employment with the Company will conclude effective at 11:59 p.m. on December 31, 2024 (the “Separation Date”) due to a separation from service by the Company without Cause (as defined in the Employment Agreement) , following which Eyler will be entitled to the specified severance and related benefits in accordance with, and subject to the specified conditions and obligations in, the Employment Agreement and in this Agreement.

D. Eyler has agreed to provide consulting services as a Special Advisor to the Company from January 1, 2025 to June 30, 2025, or such earlier date that Eyler’s service is terminated by the Company or Eyler (the “Consulting Term”).

E. In consideration of Eyler’s service as Special Advisor to Gentherm for the Consulting Term, Gentherm has agreed to pay the Fee (as defined herein) to Eyler, subject to the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other valuable consideration, the parties agree as follows:

1. Separation of Employment. As of the Separation Date, Eyler will cease to be an employee and officer of the Company, as well as an officer or director of any subsidiary or affiliate of the Company, with no further action or notice required. Eyler agrees that he will execute any documents as may be reasonably requested by the Company to confirm the cessation of his service in the above-described roles. Notwithstanding the foregoing, Eyler’s employment with Gentherm may be terminated by the Board at any time prior to the Separation Date for any reason; provided, however, that unless Eyler’s employment with Gentherm is terminated by the Board for Cause, then the date of termination of Eyler’s employment by the Board shall be the Separation Date for purposes of the severance and related benefits accruing to him under the Employment Agreement and this Agreement. If Eyler’s employment with Gentherm is terminated by the Board prior to the Separation Date for Cause, the applicable provisions of the Employment Agreement shall apply and this Agreement shall be null and void. Unused vacation days as of Eyler’s last date of employment will not be paid out in any case.

2. Resignation from the Board. As of the Separation Date, Eyler will resign from the Board, with no further action or notice required. Eyler agrees that he will execute any documents as may be reasonably requested by the Company to confirm the cessation of his Board service.

3. Continuation of Compensation and Benefits Prior to Separation Date. From the Effective Date through and including the Separation Date, Eyler will continue to receive his current compensation and participate in Company benefits and perquisite programs (including employee health and welfare benefits) consistent with the Company’s policies and practices as of the Effective Date.

4. Separation Benefits. As of the Separation Date, Eyler will be entitled to the specified severance and related benefits in accordance with, and subject to the specified conditions and obligations in, the Employment Agreement. For purposes of clarity, such severance and related benefits are set forth below (collectively, the “Separation Benefits”):

Eyler acknowledges and agrees that the consideration referenced in this Section 4 represents the entirety of the amounts Eyler is eligible to receive as severance pay and benefits from the Company or any other affiliate or subsidiary of the Company, notwithstanding any other plan or agreement of the Company. All of the Separation Benefits in this Section 4 to be made to Eyler (including accelerated vesting of equity) will be subject to withholding of taxes and other lawful deduction, as well as reporting on a W-2 under applicable law. Cash payments in this Section 4 may be reduced by withholding tax owing on such payments. Tax withholding on any equity awarded under this Section 4 will be satisfied by having shares withheld, up to the amount of the required withholding.

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5. Other Separation Date Matters. On or before the Separation Date, Eyler will deliver to Gentherm all Gentherm-owned property in his possession or in his control, including but not limited to any documents, data, property and other materials (including notes or compilations therefrom), in whatever form (including electronic), that he received, created or compiled during his employment with Gentherm (the “Gentherm Owned Property”) and he hereby confirms that he (or anyone on his behalf) has not and will not retain any copies thereof; provided, however, Eyler may retain Gentherm Owned Property to the extent necessary and related to his continued service as a Special Advisor to the Company, and he will return such remaining Gentherm Owned Property (and any other Gentherm-owned property accumulated during such consulting service) promptly following the end of the Consulting Term. Eyler will submit to Gentherm a request for reimbursement of all business expenses relating to his employment no later than 30 days after the Separation Date; such expenses will subject to and paid in accordance with Gentherm’s business expense reimbursement policy.

6. Release Condition. Eyler acknowledges and agrees that Company has paid Eyler all wages, salary, benefits and other compensation to which Eyler is entitled and owed as of the Effective Date. It is a condition of Gentherm’s obligations to provide the Separation Benefits that Eyler sign, deliver to Gentherm, and not revoke: (a) the Release attached to this Agreement as Exhibit A attached hereto (the “Release”), which Eyler must return on or within 45 days after the Separation Date; and (b) the second Release attached to this Agreement as Exhibit A attached hereto (the “Second Release”) on or within 7 days of the end of his term as a Special Advisor to the Company. Eyler understands and agrees that Gentherm has expressly informed him that Gentherm would not have agreed to provide any of the Separation Benefits absent Eyler’s execution of both this Agreement and the Release. If Eyler fails to sign and deliver the Release to Gentherm as indicated above, or revokes the Release, then none of the Separation Benefits shall have been earned by Eyler and, in the event any of the Separation Benefits have already paid to him at such time, Eyler shall be obligated to promptly refund or reimburse Gentherm for such Separation Benefits (including the repayment of pre-tax gross proceeds from any sale of Gentherm common stock that vested or otherwise remained outstanding in accordance with Section 4 herein) and Gentherm shall be authorized to immediately terminate any outstanding equity awards of the Company and to take any reasonably related actions to effectuate its rights hereunder. Eyler understands and agrees that Gentherm has expressly informed him that Gentherm would not have agreed to provide any of the Fee (as defined below) absent Eyler’s execution of this Agreement, the Release and the Second Release. If Eyler fails to sign and deliver the Release and the Second Release to Gentherm as indicated above, or revokes the Release or the Second Release, then none of the Fee shall have been earned by Eyler and, in the event any of the Fee has already paid to him at such time, Eyler shall be obligated to promptly refund or reimburse Gentherm for such Fee.

7. Consulting Services.

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8. Consulting Fee.

9. Proprietary Information. Eyler will remain subject to Section 12 of the Employment Agreement following the Separation Date, including the Confidentiality Agreement referenced therein. Eyler acknowledges and agrees that nothing in this Agreement prohibits Eyler from reporting possible violations of law to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of federal, state or local laws or regulations.

10. Restrictive Covenants. Eyler will remain subject to Sections 9, 10 and 11 of the Employment Agreement, as well as the enforcement thereof provided in Section 13 of the Employment Agreement; provided that in consideration of the Fee and other valuable consideration, the 12-month restriction period referred to in Sections 9 and 10 is hereby extended to an 18-month restriction period, i.e. June 30, 2026 (collectively, the “Restrictive Covenants”). The Company will remain subject to Section 11 of the Employment Agreement. Except as otherwise expressly set forth in this Section 10, nothing in this Agreement shall otherwise amend, modify, or supersede the Continued Employment Agreement Provisions (as defined below), which shall remain in effect in accordance with their terms.

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11. Standstill Agreement. Eyler agrees that, unless approved in advance in writing by the Board, neither Eyler nor any of his affiliates, and none of such persons’ respective directors, officers, employees, managing members, general partners, agents and consultants, as applicable (including attorneys, financial advisors and accountants) (collectively, “Representatives”), acting on behalf of or in concert with Eyler (or any of Eyler’s Representatives) will, for a period of 18 months after the Separation Date, directly or indirectly:

12. Termination for Cause or Voluntarily. If Eyler’s employment with Gentherm is terminated for Cause by the Board prior to the Separation Date, or if Eyler voluntarily resigns from his employment with Gentherm prior to the Separation Date, Eyler will not receive the Separation Benefits; provided, he will receive the benefits specified in Section 7(g) of the Employment Agreement and the Restrictive Covenants will remain in full force and effect.

13. Clawback Policy. Notwithstanding anything to the contrary herein, Eyler acknowledges and agrees that some of the payments required to be made to him under the Employment Agreement are subject to the terms and conditions of the Company’s clawback policies, and Eyler has previously signed an acknowledgement of the terms of such policies.

14. Voluntary Agreement. Eyler acknowledges that he has been advised in writing to consult with an attorney before he signs this Agreement. Eyler understands that he has at least 21 days within which to decide whether to sign this Agreement, although Eyler may sign this Agreement at any time within the 21 day period. If Eyler does sign this Agreement, Eyler also understands that he will have 7 days after he signs to change Eyler’s mind and revoke this Agreement, in which case a written notice of revocation must be delivered to General Counsel, Gentherm Incorporated, 21680 Haggerty Rd., Northville, MI 48167, on or before the 7 after Eyler’s execution of this Agreement. Eyler knowingly and voluntarily agrees to all of the terms set forth in this Agreement and intends to be bound legally by them.

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15. No Representation. Eyler represents and acknowledges that, in executing this Agreement, Eyler does not rely and has not relied on any representation or statement by Gentherm or any agents or representatives of Gentherm with regard to the subject matter, basis or effect of this Agreement.

16. Binding Agreement. Eyler represents and warrants that the execution, delivery and performance of this Agreement will not (and with the giving of notice or lapse of time, or both, would not) result in the breach of any agreement or other obligation to which he is a party or is otherwise bound. This Agreement shall be binding upon Eyler and Eyler’s heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of Gentherm and its directors, officers, representatives, successors and assigns.

17. Governing Law and Interpretation. This Agreement is made and entered into in the State of Michigan, and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan without regard to its choice of law or conflict of laws provision or rule (whether the State of Michigan or any other jurisdiction). The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach.

18. Amendment; Waiver. This Agreement may not be modified, altered. waived or changed except in writing and signed by both Eyler and Gentherm (with express approval of the Board) wherein specific reference is made to this Agreement. The waiver by a party of any breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof by that party.

19. Notices. Any notice or other communication required or permitted to be given under this agreement will be sufficient if it is in writing, sent to the applicable address set forth below (or as otherwise specified by a party by notice to the other party in accordance with this Section 16) and delivered personally, by certified or registered mail or by recognized overnight courier, or delivered by e-mail coupled with confirmation of actual receipt:

If to Gentherm, to the address set forth below:

Gentherm Incorporated

Attention: General Counsel

21680 Haggerty Rd.

Northville, MI 48167

If to Eyler, at the last known address in Gentherm’s payroll records.

20. Entire Agreement. This Agreement, specified sections of the Employment Agreement (specifically, Sections 7, 8, 9, 10, 11, 12, 13, 14, 19, 20, 21, and 25, which are incorporated herein by reference (the “Continued Employment Agreement Provisions”), and the Release and Second Release, sets forth the entire agreement between the parties, and fully supersedes any and all prior agreements or understandings between the parties pertaining to the subject matter of this Agreement; provided that, Eyler will remain subject to any confidentiality, non-disclosure, non-solicitation and/or non-competition agreement that the Company entered into with a third party that would continue to be binding on Eyler as a representative (which applies during his service as a Special Advisor) or former representative (which applies following the termination of his service as a Special Advisor) of the Company.

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21. Additional Representation. Eyler warrants and agrees that he will not, directly or indirectly, challenge and/or dispute the enforceability and/or validity of this Agreement, or any portion thereof. Eyler agrees and warrants that he has not, directly or indirectly, instigate(d), incite(d), encourage(d) and/or otherwise cause(d) or aid(ed) any person and/or entity to bring any claim and/or action which challenges and/or disputes the enforceability and/or validity of this Agreement, including any portion thereof.

22. Cooperation. Eyler agrees that he will, during the one year period following the Separation Date, respond to reasonable requests for information from the Company (such requests shall not require Eyler to provide services to the Company regarding matters that may arise in the Company’s business). Eyler also will cooperate with Gentherm with respect to any claim or matter and shall make himself reasonably available, taking into account Eyler’s personal and professional commitments, to consult with counsel or serve as a witness in any action, investigation or other proceeding before any court, governmental agency, arbitrator or mediator, in which he may be called to appear by Gentherm, regarding any business, property or operations of Gentherm or any of its affiliates or subsidiaries, and he shall truthfully testify in any such action, proceeding or deposition in which he also appears. Such cooperation will include Eyler being available at reasonable times and places for interviews, reviewing documents, testifying in a deposition or a legal or administrative proceeding, and providing advice to the Company in preparing defenses to any pending or potential future claims against the Company. Gentherm shall reimburse Eyler for all expenses incurred by Eyler in connection with any appearance in which Eyler is so called to appear. Any cooperation requested by the Company following the first anniversary of the Separation Date shall be compensated at the rate of $500 per hour.

23. Review of Agreement; Tax Matters. This Agreement is important. Eyler is advised to review it carefully and consult an attorney before signing it, as well as any other professional whose advice Eyler values, such as an accountant or financial advisor. By signing this Agreement, Eyler acknowledges that he will be responsible for any taxes which may be imposed on him as a result of the Separation Benefits or the provisions of this Agreement, that all amounts payable to Eyler under or in connection with this Agreement will be subject to applicable tax withholding by the Company or its subsidiaries or affiliates, and that the Company has not made any representations or guarantees regarding the tax result for Eyler with respect to any income recognized by Eyler in connection with this Agreement or the Separation Benefits.

24. Section 409A. The intent of the parties is that payments and benefits under hereunder be exempt from, or comply with, Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively “Section 409A”). To the maximum extent permitted, the benefits and payments will be interpreted accordingly. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification will be made in good faith and will, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Eyler and the Company of the applicable provision without violating the provisions of Section 409A. A termination of employment will not be deemed to have occurred for purposes of any provision providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision, references to a “termination,” “termination of employment” or like terms will mean “separation from service.” In no event shall the Company be liable for any additional tax, interest or penalty that may be imposed upon or other detriment suffered by Eyler under Section 409A or for any damages suffered by or that may be imposed on Eyler for any failure of any provision to be exempt from or to comply with Section 409A. For purposes of Section 409A, Eyler’s right to receive any installment payments is treated as a right to receive a series of separate and distinct payments. Whenever a payment specifies a payment period with reference to a number of days, the actual date of payment within the specified period is within the sole discretion of the Company. Notwithstanding any provision hereunder to the contrary, in no event will any payment that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A. Notwithstanding the terms of any plan, agreement or policy, to the contrary, if at the time of Eyler’s “separation from service” (within the meaning of Section 409A) Eyler is a “specified employee” as defined under Section 409A, any payment of any “nonqualified deferred compensation” amounts (within the meaning of Section 409A

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and after taking into account all exclusions applicable to such payments under Section 409A) required to be made to Eyler upon or as a result of Eyler’s separation from service (as defined in Section 409A) shall be delayed until the earlier of the six-month anniversary of the separation from service and Eyler’s death, to the extent necessary to comply with and avoid the imposition of taxes, interest and penalties under Section 409A. Any such payments to which Eyler would otherwise be entitled during the first six months following Eyler’s separation from service will be accumulated and paid without interest on the first payroll date after the six-month anniversary of the separation from service. These provisions will only apply if and to the extent required to avoid the accelerated taxation and additional taxes, interest and penalties imposed under Section 409A.

25. Public Statements. Except as otherwise required by applicable law, regulation, or listing exchange on which the Company’s securities are traded, from and after the date hereof, the Company shall (i) issue the agreed upon disclosure contained in the communication message set forth in Exhibit B attached hereto, in all material respects, and (ii) consult with each other before issuing, and give each other the opportunity to review, comment upon and approve (such approval not to be unreasonably withheld, conditioned or delayed), the portion of any press release or other public statement that relates to the matters contemplated by this Agreement that are not materially consistent with Exhibit B attached hereto.

26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

[Signatures appear on the following page]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.

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EXHIBIT A

RELEASE AND SECOND RELEASE

(See attached)

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EXHIBIT B

COMMUNICATIONS

(See attached Press Release and Form 8-K)

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Exhibit 99

Gentherm Announces CEO Succession in 2025

Bill Presley, Vice-Chairman and COO of Aptiv PLC

to become President and CEO, and Board Director, as of January 1, 2025

Phil Eyler to Remain as an Advisor to Gentherm through June 30, 2025

NORTHVILLE, Michigan, November 8, 2024 /Global Newswire/ — Gentherm (NASDAQ:THRM), the global market leader of innovative thermal management and pneumatic comfort technologies for the automotive industry and a leader in medical patient temperature management systems, today announced its planned CEO succession, effective January 1, 2025.

Gentherm’s current President and Chief Executive Officer, Phillip Eyler, will be succeeded by William (“Bill”) Presley, who currently serves as Vice Chairman and Chief Operating Officer of Aptiv PLC, and will become the next President and CEO of Gentherm. Mr. Presley will also be appointed by the Board to fill the vacancy following Mr. Eyler’s resignation from the Board. Mr. Eyler has agreed to remain as an advisor to Mr. Presley and the company through June 30, 2025.

Phil Eyler said, “As part of a planful succession process initiated approximately a year ago, the Board of Directors and I agreed to a transition plan that would allow me to pursue new professional interests and opportunities and serve the best interest of the company for the next phase of growth for Gentherm. Over the past year, I supported the Board and its committees as well as its advisors in its process to identify and select an industry professional uniquely qualified to lead Gentherm in its next phase of growth. I look forward to working closely with Bill as he transitions into his new role beginning in January.”

Ronald Hundzinski, Non-Executive Chairman of the Board, said, “On behalf of the Board of Directors and the entire global Gentherm team, I would like to personally thank Phil for his seven years of extraordinary leadership and contributions to the company. Over that timeframe, Phil implemented the company’s Focused Growth strategy and led the repositioning of the company’s business lines. He nourished innovation and expanded the business through acquisitions, positioning the company to set records for new business awards and revenue as well as expand operating margins through Fit for Growth programs and return capital to shareholders. We appreciate Phil’s willingness to continue to serve the company through the transition period.”

Mr. Hundzinski continued, “We are pleased to welcome Bill Presley as the new President and CEO of Gentherm, as well as to appoint him to the Board. Bill has over 30 years of experience in roles of increasing responsibilities at Chrysler Corporation, Lear Corporation and, currently, as Vice-Chairman and Chief Operating Officer of Aptiv PLC. Aptiv is a designer, developer and manufacturer of software and hardware solutions for automotive safety features, electrified architectures, and intelligent connectivity with revenue of over $20 billion. As a recognized leader in the industry and an engineer by training, as well as a holder of multiple patents in the automotive industry, Bill possesses exceptionally deep automotive general management, engineering and manufacturing expertise. Bill has a proven track record of driving growth in core and adjacent markets both organically and inorganically. Furthermore, his operational knowledge enables him to help teams create cultures that expand margins through efficient execution in every phase of product creation, manufacturing and delivery. Importantly, Bill was the unanimous choice by our Board to be the next leader for Gentherm.”

Incoming CEO Bill Presley said, “I am honored to have been selected as the new President and CEO of Gentherm, and look forward to serving on the Board. As the clear global leader in thermal management, pneumatic systems and comfort solutions in the automotive industry and a leader in medical patient temperature management systems, Gentherm is exceptionally well positioned for continued growth. In fact, I believe that the company is just at the cusp of a new growth wave, driven by strong business wins in core products and several new innovations, such as ClimateSense^®, Puls.A^TM and ComfortScale^TM, as well as new program launches. Gentherm has an amazing culture of innovation backed by a workforce that proudly believes in the value that Gentherm offers to users of Gentherm technology. I look forward to working with the Board and the global Gentherm team to drive shareholder value.”

Mr. Eyler concluded, “I would like to take this opportunity to thank the Board of Directors for working closely and collaboratively with me over my time at Gentherm. I would also like to extend my heartfelt appreciation to everyone at Gentherm who have all worked tirelessly to drive innovation, support our customers, win new business, enhance our profitability and create a thriving culture. It has been an extraordinary journey for me, for which I am deeply thankful.”

The company also noted that the Board, Mr. Eyler and Mr. Presley are partnering to select the company’s new Chief Financial Officer. The selection process for the next CFO is proceeding effectively, and the company anticipates naming a new CFO in the near future.

Investor Contact

Gregory Blanchette

investors@gentherm.com

248.308.1702

Media Contact

Melissa Fischer 

media@gentherm.com

248.289.9702

About Gentherm

Gentherm (NASDAQ: THRM) is the global market leader of innovative thermal management and pneumatic comfort technologies for the automotive industry and a leader in medical patient temperature management systems. Automotive products include variable temperature Climate Control Seats, heated automotive interior systems (including heated seats, steering wheels, armrests and other components), battery performance solutions, cable systems, lumbar and massage comfort solutions, valve system technologies, and other electronic devices. Medical products include patient temperature management systems. The Company is also developing a number of new technologies and products that will help enable improvements to existing products and to create new product applications for existing and new markets. Gentherm has more than 14,000 employees in facilities in the United States, Germany, China, Czech Republic, Hungary, Japan, Malta, Mexico, Morocco, North Macedonia, South Korea, United Kingdom, Ukraine, and Vietnam. For more information, go to www.gentherm.com.

Forward-Looking Statements

Except for historical information contained herein, statements in this release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Gentherm Incorporated’s goals, beliefs, plans and expectations about its prospects for the future and other future events. The forward-looking statements included in this release are made as of the date hereof or as of the date specified herein and are based on management’s reasonable expectations and beliefs. In making these statements we rely on assumptions and analysis based on our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we consider appropriate under the circumstances. Such statements are subject to a number of important assumptions, significant risks and uncertainties (some of which are beyond our control) and other factors that may cause actual results or performance to differ materially from that described in or indicated by the forward-looking statements, including but not limited to:

The foregoing risks should be read in conjunction with the Company’s reports filed with or furnished to the Securities and Exchange Commission (the “SEC”), including “Risk Factors,” in its most recent Annual Report on Form 10-K and subsequent SEC filings, for a discussion of these and other risks and uncertainties. In addition, with reasonable frequency, we have entered into business combinations, acquisitions, divestitures, strategic investments and other significant transactions. Such forward-looking statements do not include the potential impact of any such transactions that may be completed after the date hereof, each of which may present material risks to the Company’s future business and financial results.

Except as required by law, the Company expressly disclaims any obligation or undertaking to update any forward-looking statements to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.