UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934

(Amendment No.    )

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Gentherm Incorporated

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Gentherm IncorporatedINVITATION TO OUR SHAREHOLDERS

21680 Haggerty Road

Suite 101

Northville, Michigan 48167

____________________

NOTICE OF ANNUAL MEETINGApril 25, 2016

____________________To our Shareholders:

Dear Shareholder:

On WednesdayWe cordially invite you to attend our 2016 annual meeting of shareholders, which will be held on Thursday, May 26, 2016, at 9:30 a.m., May 7, 2014, Gentherm Incorporated (the “Company,” “Gentherm,” “we” or “us”), will hold its 2014 Annual MeetingEastern Time, at the Company’sour offices located at 21680 Haggerty Road, Suite 101, Northville, Michigan 48167.Michigan.  The meeting will begin at 9:30 a.m. (local time).

Only holders of the Company’s common stockbusiness to be conducted at the closeannual meeting is set forth in the attached Notice of business on the record date, April 1, 2014, are eligible to vote at the2016 Annual Meeting or any adjournments or postponements that may take place. At the Annual Meeting, the Company’s shareholders will be asked to considerof Shareholders and act on the following matters:proxy statement.

1.The electionThank you for your continued support of nine directors named in the accompanying proxy statement to the Board of Directors;Gentherm.

2.The ratification of the appointment of Grant Thornton LLP to act as the Company’s independent registered public accounting firm for the year ended December 31, 2014;Sincerely,

3.The approval, on an advisory basis, of the compensation of the Company’s named executive officers;Daniel R. Coker

President and Chief Executive Officer

4.Such other business as may properly be presented at the meeting or any adjournment or postponement thereof.

All shareholders are cordially invited to attend the meeting. Whether or not you expect to attend the meeting, please complete, date and sign the enclosed proxy and return it in the prepaid envelope as promptly as possible to ensure your representation at the meeting and to save us the expense of additional solicitation.

A copy of our 2013 Annual Report, which includes audited financial statements for the year ended December 31, 2013, is being mailed with this Proxy Statement.

By order of the Board of Directors,

Kenneth J. Phillips

Secretary

April 14, 1014

TABLE OF CONTENTS

GENTHERM INCORPORATED
PROXY STATEMENT

Annual MeetingNOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS

Our 2016 annual meeting of Shareholders

shareholders will be held on Thursday, May 7, 2014

QUESTIONS AND ANSWERS26, 2016, at 9:30 a.m., Eastern Time, at our offices located at 21680 Haggerty Road, Northville, Michigan to conduct the following items of business:

1

Only holders of our common stock at the close of business on April 11, 2016, the record date, are entitled to receive this notice and to attend and vote at the annual meeting.

Your vote is important. Whether or not you plan to attend the meeting, we urge you to vote promptly and save us the expense of additional solicitation. If you attend the annual meeting, you may revoke your proxy in accordance with the procedures set forth in the proxy statement and vote in person.

Northville, Michigan

April 25, 2016

PROXY SUMMARY

This proxy summary highlights information contained elsewhere in this proxy statement.  This summary does not contain all of the information that you should consider and therefore you should read the entire proxy statement before voting.  For more complete information regarding 2015 performance of Gentherm Incorporated (the “Company”), review our annual report on Form 10-K for the year ended December 31, 2015.

Please Vote Today

Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to vote promptly to save us the expense of additional solicitation. Please carefully review the proxy materials for the 2016 annual meeting and follow the instructions below to cast your vote on all of the proposals.

Proposals, Board Recommendations and Required Vote

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Voting Methods in Advance of Annual Meeting

Even if you plan to attend the 2016 annual meeting in person, please vote right away using one of the following voting methods (see page 2 for additional details). Make sure to have your proxy card or voting instruction card in hand and follow the instructions.

Attend and Vote at Annual Meeting

2Shareholders of record and beneficial owners (if in possession of a proxy from your broker, bank or other nominee) as of April 11, 2016 may attend and vote at the annual meeting.

3

4

5

Director Nominees

MATTERS TO BE VOTED ON

Proposal 1: Election of Directors

The Board of Directors currently consists of nine directors.  All directors are elected annually and serve one-year terms.  Each director will serve until a successor is duly electedterms.  Mr. Carlos Mazzorin and qualified or until such director’s earlier resignation, retirement or death.Dr. Franz Scherer have determined not to stand for re-election at the 2016 annual meeting. The Board of Directors has re-nominated all of the remaining

seven current directors of the Board of Directors.  As discussed below, the Board of Directorsand has affirmatively determined that seven of our nine current directors are independent directors within the meaning of the applicable rules of Nasdaq; those directors currently deemed to be independent directors are Lewis Booth, Francois Castaing, Sophie Desormière, Maurice Gunderson, Carlos Mazzorin, Franz Scherernominated two additional director nominees, Mr. Ronald Hundzinski and Byron Shaw.Ms. Yvonne Hao.  The following table provides summary information about such director nominees.

Each nominee has consented to be listed in this Proxy Statement and to serve as a director if elected. If any nominee is unable or declines to serve between the date of this Proxy Statement and the Annual Meeting, which we do not expect to happen, the Board of Directors may designate a substitute nominee and proxies in the attached proxy card will cast votes for the substitute nominee (unless they were previously given instructions to withhold votes for the original nominee).  Alternatively, the Board of Directors may reduce the size of the Board of Directors.

There are nine nominees for election to the Board of Directors of the Company:

Executive Compensation Highlights

At the 2016 annual meeting, shareholders are being asked to provide advisory (non-binding) approval of the compensation of our named executive officers in 2015, as disclosed in this proxy statement in accordance with SEC rules (commonly known as a “say-on-pay” proposal).  See “Compensation Discussion and Analysis” beginning on page 16 for information regarding our compensation philosophy, objectives and design, our compensation-setting process and our executive compensation program components, as well as the decisions made for 2015 with respect to each of our named executive officers.

Say-on-Pay Proposal

The Company’s say-on-pay proposal presented at the 2015 annual meeting of shareholders, whereby shareholders were asked to provide advisory approval of the Company’s compensation for its named executive officers in 2014, was approved by approximately 95% of the votes cast.  At the 2016 annual meeting, shareholders are being asked to provide advisory approval of the Company’s compensation program for its named executive officers in 2015.

Governance Highlights

The Company is committed to good corporate governance appropriate to the Company and its shareholders.  Highlights include:

At the 2016 annual meeting, shareholders are being asked to approve an amendment to the Company’s Amended and Restated Bylaws to increase the minimum number of directors from five to seven and the maximum number of directors from nine to 11.  The Board believes this proposal is in the best interests of the Company and its shareholders in anticipation of Board succession planning, additional diversity and new directors with expertise relating to new products and industries and future acquisitions.

Ratification of Appointment of Independent Registered Public Accounting Firm for 2015

At the 2016 annual meeting, shareholders are being asked to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016.

The following table sets forth the fees the Company was billed for audit and other services provided by Grant Thornton in 2015 and 2014.  All of such services were approved in conformity with the pre-approval policies and procedures described under “Audit Committee Matters—Pre-Approval Policies and Procedures” on page 36.  The Audit Committee of the Board, based on its reviews and discussions with management and Grant Thornton, determined that the provision of these services was compatible with maintaining Grant Thornton’s independence.

TABLE OF CONTENTS

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

MAY 26, 2016

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

The Board of Directors (the “Board”) of Gentherm Incorporated (the “Company”) is soliciting your proxy, as a holder of our common stock, for use at the 2016 annual meeting of shareholders and any adjournment or postponement of such meeting (the “annual meeting”). The annual meeting will be held on Thursday, May 26, 2016, at 9:30 a.m., Eastern Time, at our offices located at 21680 Haggerty Road, Northville, Michigan.

The notice of annual meeting, proxy statement and form of proxy was first mailed to shareholders of record of our common stock on or about April 25, 2016.

What is the purpose of the annual meeting?

At the annual meeting, you will be voting on:

The Board recommends a vote FOR each of the director nominees listed in this proxy statement and FOR each other proposal listed above. We are not aware of any other matters that will be brought before the shareholders for a vote at the annual meeting. If any other matter is properly brought before the meeting, your signed proxy card gives authority to your proxies to vote on such matter in their best judgment; proxy holders named in the proxy card will vote as the Board recommends or, if the Board gives no recommendation, in their own discretion.

During or immediately following the annual meeting, management will report on our performance and will respond to appropriate questions from shareholders. Representatives of Grant Thornton will be present at the annual meeting, will make a statement, if they desire to do so, and will answer appropriate questions from our shareholders.

Who is entitled to vote?

You may vote if you owned shares of our common stock at the close of business on April 11, 2016, the record date, provided such shares are held directly in your name as the shareholder of record or are held for you as the beneficial owner through a broker, bank or other nominee. As of April 11, 2016, we had [•] shares of common stock outstanding and entitled to vote.  Each share of common stock is entitled to one vote on each matter properly brought before the annual meeting.

What is the difference between holding shares as a shareholder of record and a beneficial owner?

Shareholders of Record.    If your common shares are registered directly in your name with our transfer agent, Computershare, you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As the shareholder of record, you have the right to grant your voting proxy directly to us through the enclosed proxy card or to vote in person at the annual meeting.

Beneficial Owners.    Many of our shareholders hold their common shares through a broker, bank or other nominee rather than directly in their own names. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner with respect to those shares, and these proxy materials (including a voting instruction card) are being forwarded to you by your broker, bank or nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the annual meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the annual meeting unless you request and obtain a proxy from your broker, bank or nominee. Your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee on how to vote your shares.

May I vote my shares in person at the annual meeting?

Even if you plan to be present at the annual meeting, we encourage you to vote your shares prior to the meeting.

Shareholders of Record.    If you are a shareholder of record and attend the annual meeting, you may deliver your completed proxy card or vote by ballot.

Beneficial Owners.    If you hold your common shares through a bank, broker or other nominee and want to vote such shares in person at the annual meeting, you must obtain a proxy from your broker, bank or other nominee giving you the power to vote such shares.

Can I vote my shares without attending the annual meeting?

You may vote by completing, signing and returning the enclosed proxy card or voting instruction card. If you are a shareholder of record and the postage-paid envelope is missing, please mail your completed proxy card to Gentherm Incorporated, c/o Corporate Secretary, 21680 Haggerty Road, Northville, MI 48167.  You may have the option to vote your shares via the internet or telephone.

Can I change my vote?

Shareholders of Record.    You may change your vote at any time before the proxy is exercised by voting in person at the annual meeting or by filing with our corporate secretary either a notice revoking the proxy or a properly signed proxy.  In each case, such notice or proxy must bear a later date than your prior proxy.  If sent by mail, it must be received by our corporate secretary no later than 5:00 p.m., Eastern Time, on May 25, 2016. Your attendance at the annual meeting in person will not cause your prior proxy to be revoked unless you file the proper documentation for it to be so revoked.

Beneficial Owners.    If you hold your shares through a bank, broker or other nominee, you should contact such person prior to the time such voting instructions are exercised.

What does it mean if I receive more than one proxy card or voting instruction card?

If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with banks, brokers, other nominees and/or our transfer agent. Please sign and deliver, or otherwise vote, each proxy card and voting instruction card that you receive. We recommend that you contact your nominee and/or our transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare, P.O. Box 30170, College Station, TX 77842-3170; Telephone: (800) 962-4284.

What if I do not vote for some of the items listed on my proxy card or voting instruction card?

Shareholders of Record.    If you indicate a choice with respect to any matter to be acted upon on your proxy card, the shares will be voted in accordance with your instructions. Proxy cards that are signed and returned, but do not contain voting instructions with respect to certain matters, will be voted in accordance with the recommendations of the Board on such matters or if the Board gives no recommendation, then in the discretion of the proxy holders.

Beneficial Owners.    If you indicate a choice with respect to any matter to be acted upon on your voting instruction card, the shares will be voted in accordance with your instructions. If you do not indicate a choice or return the voting instruction card, the bank, broker or other nominee will determine if it has the discretionary authority to vote on each applicable matter. Under applicable law, a bank, broker or nominee has the discretion to vote on routine matters, including the ratification of the appointment of an independent registered public accounting firm. For all other matters at the 2016 annual meeting, brokers and certain banks and nominees will be unable to vote on your behalf if you do not instruct them how to vote your shares in the manner set forth on your voting instruction card. Therefore, it is very important for you to vote your shares for each proposal.

How many shares must be present to hold the annual meeting?

In order for us to conduct the annual meeting, a majority of the outstanding shares entitled to vote at the annual meeting as of April 11, 2016 must be present in person or by proxy at the meeting. This is known as a quorum. Abstentions, withheld votes and broker non-votes will be considered present for purposes of determining a quorum.

What vote is required to approve each item of business?

______________________

If any other matter is properly submitted to the shareholders at the annual meeting, its adoption generally will require the affirmative vote of holders of a majority of votes cast at the annual meeting. The Board does not propose to conduct any business at the annual meeting other than as stated above.

Although the advisory votes in Proposals No. 2 and No. 3 are not binding on the Company, the Board and/or respective committee will take your vote into consideration in determining future activities.

Is a registered list of shareholders available?

The names of shareholders of record entitled to vote at the annual meeting will be available to such shareholders at the annual meeting for any purpose reasonably relevant to the meeting.

Who will count the votes and where can I find the voting results?

The Inspector of Elections appointed at the 2016 annual meeting will tabulate the voting results. We intend to announce the preliminary voting results at the annual meeting and, in accordance with rules of the Securities and Exchange Commission (the “SEC”), we intend to publish the final results in a current report on Form 8-K within four business days of the annual meeting.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

The Board currently consists of nine directors.  All directors are elected annually and serve one-year terms.  Each director will serve until a successor is duly elected and qualified or until such director’s earlier resignation, retirement or death.  Mr. Carlos Mazzorin and Dr. Franz Scherer have determined not to stand for re-election at the 2016 annual meeting.  The Board has re-nominated the remaining seven current directors and has nominated two additional director nominees, Mr. Ronald Hundzinski and Ms. Yvonne Hao.  As discussed below, the Board has affirmatively determined that seven of the nine director nominees are independent under the applicable rules of the NASDAQ Global Select Market (“Nasdaq”).

Each nominee has consented to be listed in this proxy statement and agreed to serve as a director if elected by the shareholders. If any nominee becomes unable or unwilling to serve between the date of this proxy statement and the annual meeting, which we do not anticipate, the Board may designate a new nominee and the persons named as proxies in the attached proxy card will vote for that substitute nominee (unless the proxies were previously instructed to withhold votes for the nominee who has become unable or unwilling to serve). Alternatively, the Board may reduce the size of the Board.

The Board recommends that you vote FOR the election of each of the director nominees.

Board of Directors

The directors and director nominees of the Company are as follows:

Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board

The Nominating Committee is responsible for reviewing and assessing with the Board the appropriate skills, experience and background sought of Board members in the context of our business and the then-current membership on the Board.  The Committee and the Board review and assess the continued relevance of and emphasis on these factors as part of the Board’s self-assessment process and in connection with candidate searches to determine if they are effective in helping to satisfy the Board’s goal of creating and sustaining a Board that can appropriately support and oversee the Company’s activities.

We believe our directors have an appropriate balance of knowledge, experience, attributes, skills and expertise as a group to ensure that the Board appropriately fulfills its oversight responsibilities and acts in the best interests of shareholders. Although specific qualifications for Board membership may vary from time to time, desired qualities include (A) the highest ethical character, integrity and shared values with the Company, (B) loyalty to the Company and concern for its success and welfare, (C) sound business judgment, and (D) sufficient commitment and availability to effectively carry out a director’s duties. Listed below are additional key skills and experience that we consider important for our directors to have in light of our current business and structure. Thereafter, the biographies of the directors and nominees set forth their business experience during at least the past five years, as well as the specific experience, qualifications, attributes and skills that led to the Nominating Committee’s conclusion that each director and nominee should continue to serve on the Board.

Director Background and Qualifications

Lewis Booth has served as a director of the Company since 2013.  Mr. Booth served as Executive Vice-President and Chief Financial Officer (CFO) of Ford Motor Company from 2008 until his retirement in 2012.  Prior to his appointment to CFO, Mr. Booth held the positions of Chairman and CEO of Ford of Europe as well as President of Ford’s Asia Pacific and Africa Operations. He has served on the Board of Directors of publicly-traded Rolls-Royce Holdings since 2011, where he is Chairman of the Audit Committee, a member of the Nominations and Governance Committee and a member of the Science and Technology Committee, and publicly-traded Mondelez International since 2012, where he is a member of the Finance Committee and a member of the Human Resources and Compensation Committee.  Mr. Booth, a qualified chartered management accountant, received his Bachelor’s engineering degree from Liverpool University.

As Executive Vice-President and CFO of Ford Motor Company, Mr. Booth was responsible for all of the company’s financial operations, including the Controller’s office, treasury and investor relations. Mr. Booth’s 34-year decorated career at Ford illustrates his financial expertise and knowledge of manufacturing, operations and the investment community. His strategic expertise in the worldwide automotive industry is critical to us as we continue to expand globally.  Based on the foregoing, the Board has determined that Mr. Booth is an “audit committee financial expert” in accordance with SEC rules.

Francois J. Castaing has served as a director of the Company since 2001.  Mr. Castaing retired in 2000 as technical advisor to the Chairman of Chrysler Corporation.  Prior to his retirement, Mr. Castaing spent 13 years with Chrysler Corporation, where he held various positions, including Vice-President of Vehicle Engineering from 1988 to 1996 and President of Chrysler International from 1996 to 1997. Mr. Castaing was Vice-President of Engineering and Group Vice-President Product and Quality of American Motors, from 1980 until Chrysler acquired that company in 1987. Mr. Castaing began his career with Renault as Technical Director for Renault Motorsport Programs. From 2004 to 2015, he served as a director of publicly-traded TRW Automotive Holdings Corp., where he was a member of the Audit Committee and the Chairman of the Compensation Committee.  Mr. Castaing also serves on the board of FIRST in Michigan: For Inspiration and Recognition of Science and Technology, a not-for-profit foundation.  

Mr. Castaing’s distinguished career in the automotive industry has given him extensive experience in our most important customer market. During his tenure at some of the world’s largest automobile manufacturers, Mr. Castaing developed leadership, strategic planning and organizational skills that greatly benefit the Company. In addition, his technical background contributes to his deep understanding of our operations and enables him to assist in problem solving.  He also has significant knowledge of the Company based on his 15 years of service on the Board.

Daniel R. Coker has served as our President and Chief Executive Officer since 2003, and as a director since 2007.  Mr. Coker joined Gentherm in 1996 as Vice-President of Sales and Marketing.  Prior to such time, from 1986 to 1995, Mr. Coker served as Vice-

President and General Manager of North American Operations for Arvin, Inc.  Mr. Coker received his Bachelor’s degree from Tennessee Technological University.

Mr. Coker has extensive knowledge of the day to day operations of our business. His product development background allows him to fully understand and manage our business. In addition, Mr. Coker’s experience as our highest ranked officer, coupled with the managerial positions he previously held with other automotive-related companies, gives Mr. Coker industry insight and leadership and executive management skills key to our performance.

Sophie Desormière has served as a director of the Company since 2012.  Ms. Desormiére has served as General Manager Marketing and Sales, Senior Executive Vice-President at Solvay, a Belgium-based company and a developer of specialty chemicals, since November 2010.  Previously, Ms. Desormière spent 17 years in increasingly responsible positions at Valeo, an independent industrial group focused on the design, production and sale of components, integrated systems and modules for the automotive industry, including Research & Development Product Line Director, Branch Marketing Innovation Director, Group Product Marketing Director and Comfort Enhancement Domain Director. Ms. Desormière is a graduate of the Ecole Nationale Supérieure de Chimie de Paris, the Institut de Formation du Caoutchouc and the Program for Management Development at Harvard Business School.

Ms. Desormière has broad experience in product planning, product development and market analysis. Her background in these areas assists the Company in its development of long-term product strategies. In addition, the skills Ms. Desormière has developed while working at global companies with significant European operations enables her to provide key insight with respect to the Company’s integration of its worldwide operations.

Maurice E.P. Gunderson has served as a director of the Company since 2007.  Mr. Gunderson has served as Managing Member of the consulting firm Shingebiss, LLC since 1999. Previously, Mr. Gunderson spent 15 years as the co-founder and Managing Director of Nth Power, a venture capital firm specializing in investments emerging from the global restructuring of the energy industry, and four years at CMEA Capital, a San Francisco based venture capital firm. Mr. Gunderson also serves as an advisor to Auto Tech Ventures, as well as a director of Onboard Dynamics, Inc., Runway Capital Management and Radiant Capital Management, all privately-held companies. Mr. Gunderson received a Bachelor of Arts degree and Master of Science degree in mechanical engineering from Oregon State University and a Masters in Business Administration from Stanford University.

Mr. Gunderson’s background as a venture capitalist enables him to provide key insight with respect to the Company’s investments in new thermoelectric technologies. Mr. Gunderson also has strong leadership and governance skills, as a result of his board service for several energy and materials-related companies. His engineering background gives him a deep understanding of our business and operations.

Yvonne Hao is a new nominee to the Gentherm Board of Directors.  Since 2008, Ms. Hao has held various positions at Bain Capital, including as an Operating Partner since 2013 and, prior to that, as interim executive officer for various portfolio companies.  At Bain, Ms. Hao is responsible for portfolio company performance, working closely with management of various Bain investment companies.  She held the position of interim CEO or COO at several of these companies, including Gymboree and D&M Holdings.  Prior to 2008, Ms. Hao worked at Honeywell in various positions starting in 2003 and at McKinsey & Company starting in 1997.  Ms. Hao has served as a director of publicly-traded Bombardier Recreational Products since 2011, where she serves on the Investment and Risk Committee, and also serves as a director of privately-held Consolidated Container Corporation.  Ms. Hao holds a B.A. from Williams College and a Masters of Philosophy in Development Economics from Cambridge University.

Ms. Hao’s role as interim CEO and COO at other companies provides her with expertise in executive management, strategic planning, operations and brand marketing.  She also brings a unique institutional investor perspective resulting from her positions at Bain Capital, a global private equity and venture capital investment firm.  Finally, Ms. Hao has international business experience as a result of managing a business expansion in Asia, where the Company has a significant presence with customers and manufacturing plants.

Ronald Hundzinski is a new nominee to the Gentherm Board of Directors.  Since 2012, Mr. Hundzinski has served as the Vice President and Chief Financial Officer of BorgWarner, Inc.  From 2005 to 2012, Mr. Hundzinski served in BorgWarner’s finance department in positions of increasing responsibility, including as Controller from 2010 to 2011 and Treasurer from 2011 to 2012.  Mr. Hundzinski holds a B.B.A. in finance from Western Michigan University and an M.B.A. from the University of Colorado.

Mr. Hundzinski’s experience as the Chief Financial Officer of a large, global automotive supplier brings important practical experience to our Board of Directors.  He understands the key operational, strategic and financial issues of the Company as an executive of a public company in the automotive industry, and he can provide unique, real-time advice on critical industry matters.  Mr. Hundzinski also has significant finance and accounting expertise and qualifies as a financial expert under SEC rules. His expertise and knowledge in our largest industry segment brings invaluable insight to our Board of Directors.

Oscar B. Marx, III has served as Chairman of the Board since he joined the Board in 1999.  Mr. Marx also served as Interim Chief Executive Officer of the Company from October 2001 through March 2003. He previously served as President and CEO of

TMW Enterprises, Inc., a private investment firm located in Troy, Michigan, from 1995 to 2001. In 1994, Mr. Marx was President and Chief Executive Officer of Electro-Wire Products (predecessor to TMW Enterprises, Inc.), a major supplier of electrical distribution systems to the automotive industry. After 32 years of service, Mr. Marx retired from Ford Motor Company in 1994 as Vice-President of its Automotive Components Group (currently known as Visteon Corporation).  

Mr. Marx has a unique perspective and understanding of the Company’s business, given his prior service as our Interim Chief Executive Officer.  In addition, Mr. Marx’s experience as a senior executive at other automotive-related companies, including Ford Motor Company, gives him relevant industry, managerial and strategic planning expertise key to our success.  He also has significant knowledge of the Company based on his 17 years of service on the Board.

Byron T. Shaw II has served as a director of the Company since 2013.  Dr. Shaw has been the President of Byron Shaw LLC, a consulting firm providing diligence, strategy and execution advisory services focusing on automotive technology and related services, since 2012.  From 2006 to 2012, Dr. Shaw worked at General Motors in various positions, most recently as Managing Director of the Silicon Valley Office for General Motors and General Motors Ventures LLC.  From 1998 to 2003, he worked at BMW in various positions, including Principal Technology Engineer and Manager of Advanced Technology. Dr. Shaw currently serves on the Board of Directors or Advisory Board of several privately-held companies, including Smalltech LLC, Project Renovo, Qualia Networks, Auto Tech Ventures, Up Shift Cars and Rotary Wing Engine.  Dr. Shaw received Bachelor of Science degrees and a Master of Science in Mechanical Engineering from the Massachusetts Institute of Technology and a Ph.D. in mechanical engineering/controls from University of California, Berkeley.

Dr. Shaw’s extensive experience in the automotive industry and in advanced technologies enables him to provide key insight with respect to improvements in our existing products.  His technical expertise has also been critical to the Company’s development of new products for other markets.

Director Independence

The Board believes that there should be at least a majority of independent directors on the Board. The Board recently undertook its annual review of director independence in accordance with the applicable rules of Nasdaq. The independence rules include a series of objective tests, including that the director is not employed by us and has not engaged in various types of business dealings with us. In addition, the Board is required to make a subjective determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  Consistent with these considerations, the Board has affirmatively determined that Ms. Desormière, Mr. Booth, Mr. Castaing, Mr. Gunderson, Mr. Mazzorin, Dr. Scherer and Dr. Shaw are independent directors under the applicable rules of Nasdaq, and that, upon election, Mr. Hundzinski and Ms. Hao will be independent directors under the applicable rules of Nasdaq.  Mr. Mazzorin and Dr. Scherer have determined not to stand for re-election at the 2016 annual meeting.  Mr. Coker is employed by us and therefore is not an independent director.  Mr. Marx is not deemed to be an independent director as a result of his prior role as Interim CEO of the Company.

Each member of the Audit Committee, the Compensation Committee, the Nominating Committee, the Corporate Governance Committee and the Technology Committee is independent under Nasdaq rules. In addition, the Board has affirmatively determined that the members of the Audit Committee and Compensation Committee qualify as independent in accordance with the additional independence rules established by the SEC and Nasdaq.  Upon election to the Board, the Board anticipates that the new director nominees will serve on the following Board committees: (i) Ms. Hao – Compensation and Nominating; and (ii) Mr. Hundzinski – Audit, Nominating and Corporate Governance, and the Board has affirmatively determined that they qualify as independent in accordance with the additional independence rules for the Compensation Committee and Audit Committee, respectively, as established by the SEC and Nasdaq.

BOARD MATTERS

The Board of Directors

General

The Board has general oversight responsibility for our affairs and, in exercising its fiduciary duties, the Board represents and acts on behalf of the shareholders. Although the Board does not have responsibility for our day-to-day management, it stays regularly informed about our business and provides oversight and guidance to our management through periodic meetings and other communications. The Board provides critical oversight in, among other things, our strategic planning process, leadership development and succession planning, risk management, as well as other functions carried out through the Board committees as described below.

Board Leadership

The Company’s current Board leadership is as follows:

The Board believes that, by separating the positions of Chairman of the Board and Chief Executive Officer, the Board can provide better oversight of risks, including credit, liquidity and operational risks, faced by the Company.  Since neither the Chairman of the Board nor the Chief Executive Officer is considered to be independent, the Board has designated a Lead Independent Director to act as a liaison both between the Chairman of the Board and the Chief Executive Officer and between these individuals, on the one hand, and the independent directors, on the other hand.

Board Oversight of Risk Management

The Board oversees the Company’s risk management primarily through the following:

Meetings

The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. The independent directors hold regularly scheduled executive sessions to meet without management present. These executive sessions generally occur around regularly scheduled meetings of the Board. The independent directors also hold additional meetings periodically as deemed necessary or appropriate.

All directors are expected to attend all meetings of the Board and of the Board committees on which they serve. The Board met six times in 2015, and each director serving in 2015 attended significantly more than 75% of the aggregate of all meetings of the Board and the committees of which he or she was a member in 2015.

The Board has adopted a policy strongly encouraging directors to attend the Company’s annual meeting of shareholders in person or, if necessary, by telephone or similar communication equipment.  All directors serving in 2015 attended the 2015 annual meeting of shareholders.

Committees of the Board

The Board has delegated various responsibilities and authority to Board committees. Each committee has regularly scheduled meetings and reports on its activities to the full Board. Each committee operates under a written charter approved by the Board, which is reviewed annually by the respective committee and the Board and is available on our website, www.gentherm.com, under the “About Us” tab. The table below sets forth the current membership for the five Board committees and the number of meetings held for each in 2015.

Audit Committee

The Audit Committee’s responsibilities include:

The responsibilities and activities of the Committee are described in greater detail in “Audit Committee Report” and “Audit Committee Matters,” as well as in its charter.

The Board has determined that each Audit Committee member has sufficient knowledge in reading and understanding financial statements to serve on the Committee. The Board has further determined that two Committee members, Mr. Booth and Dr. Scherer, qualify as “audit committee financial experts” in accordance with SEC rules. Upon election to the Board, the Board anticipates that new director nominee Mr. Hundzinski will also qualify as an “audit committee financial expert.” The designation of an “audit

committee financial expert” does not impose upon such persons any duties, obligations or liabilities that are greater than those which are generally imposed on each of them as a member of the Committee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of the Committee or the Board.

Compensation Committee

The Compensation Committee’s responsibilities include:

The Board has determined that the current members of the Compensation Committee qualify as “non-employee directors” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “outside directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Compensation Committee has the sole authority to engage outside advisors and establish the terms of such engagement, including compensatory fees.  In connection with any such engagement, the Committee reviews the independence of such outside advisor, based on the factors specified by Nasdaq as well as any other factors it deems appropriate, and any conflicts of interest raised by the work of such outside advisor.

The Compensation Committee may form and delegate its authority to subcommittees as appropriate.  The responsibilities and activities of the Committee are described further in “Compensation Discussion and Analysis,” as well as in its charter.

Role of Management.  As was also the case in prior years, in 2015 the Compensation Committee received significant input from management with respect to the Company’s executive compensation program.  See “Compensation Discussion and Analysis” for further information.

Role of Compensation Consultant.  With respect to the Company’s 2015 executive compensation program, the Compensation Committee engaged a compensation consultant, Hay Group, to provide general market information for all executive officers and peer group data for the Chief Executive Officer and Chief Financial Officer positions.  See “Compensation Discussion and Analysis” for further information.

Nominating Committee

The Nominating Committee’s responsibilities include:

The responsibilities and activities of the Committee are described in greater detail in its charter.

The Nominating Committee reviews and makes recommendations to the Board, from time to time, regarding the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board, the operations of the Company and the long-term interests of shareholders. See “Proposal No. 1—Election of Directors—Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board” and “Proposal No. 1—Election of Directors—Director Background and Qualifications.” The Committee does not have a specific diversity policy underlying its nomination process, although it seeks to ensure the Board includes directors with diverse backgrounds, qualifications, skills and experience relevant to the Company’s business.

Generally, the Nominating Committee will re-nominate incumbent directors who continue to satisfy the Committee’s criteria for membership on the Board, continue to make important contributions to the Board and consent to continue their service on the Board. If a vacancy on the Board occurs or the Board increases in size, the Committee will actively seek individuals that satisfy the Committee’s criteria for membership on the Board and the Committee may rely on multiple sources for identifying and evaluating potential nominees, including referrals from our current directors and management. In 2015, the Committee employed a search firm in connection with identifying and evaluating Board nominee candidates upon learning that Mr. Mazzorin and Dr. Scherer had determined not to stand for re-election at the 2016 annual meeting.  Director nominee Mr. Hundzinski was identified as a result of the work completed by the search firm.  Director nominee Ms. Hao was recommended by one of our current directors.

The Nominating Committee will consider recommendations from shareholders of director candidates that are sent on a timely basis and otherwise in accordance with our Bylaws and other applicable law and regulations. The Committee will evaluate nominees recommended by shareholders against the same criteria that it uses to evaluate other potential nominees. We did not receive any recommendations for director nominations from shareholders for the annual meeting.  See “–Shareholder Communication with the Board” and “Additional Information—Requirements for Submission of Shareholder Proposals and Nominations for 2017 Annual Meeting” for additional information.

Corporate Governance Committee

The Corporate Governance Committee was formed in February 2015, and its responsibilities include:

The Corporate Governance Committee may form and delegate its authority to subcommittees as appropriate. The responsibilities and activities of the Committee are described in greater detail in its charter.

Technology Committee

The Technology Committee evaluates and advises management with respect to the development and use of technology by the Company for use in its current and potential future products, including the long-term strategic goals of the Company’s research and development initiatives.  The Technology Committee also advises management on its policies and procedures surrounding cyber security.  The responsibilities and activities of the Committee are described in greater detail in its charter.

Corporate Governance

The Board, as well as management, is committed to responsible corporate governance to ensure that we are managed for the benefit of our shareholders. To that end, the Board and management periodically review and update, as appropriate, our corporate governance policies and practices, and, when required, make changes to such policies and practices as mandated by the Sarbanes-Oxley Act, the Dodd-Frank Act, other SEC rules and regulations and the Nasdaq listing standards.

A copy of the Board’s committee charters, the Code of Business Conduct and Ethics and the Corporate Governance Guidelines will be sent to any shareholder, without charge, upon written request to Corporate Secretary, Gentherm Incorporated, 21680 Haggerty Road, Northville, MI 48167.

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CORPORATE GOVERNANCE INFORMATION

Board Meetings and Attendance by Directors

During 2013, four regular meetings and four special meetings of the Board of Directors were held. Each director attended 75% or more of the total number of meetings of the Board of Directors’ and the committees on which he or she served.

Annual Meeting of Shareholders and Attendance by Directors

The Board of Directors has adopted a policy strongly encouraging directors to attend the Company’s annual meeting of shareholders in person, or if necessary, via telephone or similar communication equipment. At the 2013 Annual Meeting of Shareholders, all seven then-current Board members standing for re-election, and the two new nominees for election, were in attendance either in person or by telephone.

Independence of the Board of Directors and Committees

The Board of Directors believes that there should be at least a majority of independent directors on the Board. The Board recently undertook its annual review of director independence in accordance with the applicable rules of Nasdaq. The independence rules include a series of objective tests, including that the director is not employed by us and has not engaged in various types of business dealings with us. In addition, the Board is required to make a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Consistent with these considerations, the Board of Directors has affirmatively determined that Lewis Booth, Francois Castaing, Sophie Desormière, Maurice Gunderson, Carlos Mazzorin, Franz Scherer and Byron Shaw are, and Messrs. Devine and Donlon who served as directors during 2013 were, independent directors within the meaning of the applicable rules of Nasdaq.  The current independent directors are sometimes referred to herein as the “Independent Directors.”  Mr. Coker, our current President and Chief Executive Officer, and Mr. Marx, our Chairman of the Board, are not treated as independent by the Board.

The Independent Directors meet in a separate executive session immediately following each regular meeting of the Board of Directors or, if such a meeting is not possible, then within a reasonable period of time thereafter. The Independent Directors also hold additional meetings periodically as deemed necessary or appropriate.

In addition, each of the members of the Audit Committee, Compensation Committee, Technology Committee and Nominating Committee are independent under Nasdaq rules, and the Board has affirmatively determined that the members of the Audit Committee and Compensation Committee are independent in accordance with the additional independence rules established by the SEC and Nasdaq.

Corporate Governance GuidelinesAudit Committee

The Audit Committee’s responsibilities include:

The responsibilities and activities of the Committee are described in greater detail in “Audit Committee Report” and “Audit Committee Matters,” as well as in its charter.

The Board of Directors has adopted Corporate Governance Guidelinesdetermined that provide a structure within which our directorseach Audit Committee member has sufficient knowledge in reading and management can effectively pursue Gentherm’s objectives forunderstanding financial statements to serve on the benefit of our shareholders. The Corporate Governance Guidelines provide guidelines regarding the structure, composition, procedures and compensation of the Board of Directors and committees, duties of the Board of Directors, continuing education of directors and receipt of communications from shareholders to the Board.

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Majority Withheld Votes

Included in our Corporate Governance Guidelines is a policy approved by the Board in early-2014 to be followed if any nominee for director receives a greater number of votes “withheld” from his or her election than votes “for” such election.  In such event,  the applicable director must  promptly tender his or her resignation, conditioned on Board acceptance, following certification of the shareholder vote; provided, however, that this does not apply when the number of individuals nominated for election exceeds the number of directors to be elected, including as a result of a proxy contest, or if any shareholder exercises cumulative voting rights with respect to that particular election. The Nominating Committee will consider the resignation offer and, within 60 days following certification of the shareholder vote, recommend to the Board whether to accept such resignation.Committee. The Board will act on the Nominating Committee’s recommendation within 90 days following certification of the shareholder vote. The Board will promptly disclosehas further determined that two Committee members, Mr. Booth and Dr. Scherer, qualify as “audit committee financial experts” in reasonable detail its decision and rationale regarding the acceptance or rejection of the resignation, as applicable, in a widely disseminated press release, in a filingaccordance with the SEC or by other widely disseminated public announcement.  If a director’s resignation is accepted byrules. Upon election to the Board, the Board either may fill the resulting vacancyanticipates that new director nominee Mr. Hundzinski will also qualify as an “audit committee financial expert.” The designation of an “audit

committee financial expert” does not impose upon such persons any duties, obligations or may decrease the sizeliabilities that are greater than those which are generally imposed on each of them as a member of the Committee and the Board, pursuantand such designation does not affect the duties, obligations or liabilities of any other member of the Committee or the Board.

Compensation Committee

The Compensation Committee’s responsibilities include:

The Board has determined that the current members of the Compensation Committee qualify as “non-employee directors” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “outside directors” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Compensation Committee has the sole authority to engage outside advisors and establish the terms of such engagement, including compensatory fees.  In connection with any such engagement, the Committee reviews the independence of such outside advisor, based on the factors specified by Nasdaq as well as any other factors it deems appropriate, and any conflicts of interest raised by the work of such outside advisor.

The Compensation Committee may form and delegate its authority to subcommittees as appropriate.  The responsibilities and activities of the Committee are described further in “Compensation Discussion and Analysis,” as well as in its charter.

Role of Management.  As was also the case in prior years, in 2015 the Compensation Committee received significant input from management with respect to the Company’s Bylaws.executive compensation program.  See “Compensation Discussion and Analysis” for further information.

DirectorRole of Compensation Consultant.  With respect to the Company’s 2015 executive compensation program, the Compensation Committee engaged a compensation consultant, Hay Group, to provide general market information for all executive officers and Chief Executive Officer Stock Ownership Requirements

The Board of Directors has adopted stock ownership requirements that apply to all of our directors as well as our Chief Executive Officer. The Board of Directors believes that directors andpeer group data for the Chief Executive Officer should own and hold common stock of the Company to further align their interests with the interests of the Company’s shareholders. The stock ownership requirements call for each of our directors and our Chief Executive Officer to hold a minimum amount of Company common stock by the later of (1) December 31, 2015, for our directors and our Chief Executive Officer who held such positions as of December 31, 2011, or (2) four years after such individual was first appointed or elected to such position. The stock ownership requirements call for our directors and our Chief Executive to hold at least that number of shares of the Company’s common stock having a combined market value of $100,000, computed as of each regularly scheduled meeting of the Board of Directors, based on the average closing price as of the last day of the then-most recently completed twelve full calendar months. For purposes of such calculation, shares held by directors individually, by their spouses or other family members residing in their same households, in trust for their economic benefit or the economic benefit of their spouses or family members residing in their same households or in a retirement plan or deferred compensation plan for their benefit, will be included. The value of “in-the-money” vested options will be also included, but the value of unvested options or restricted stock awards will not be included. The Compensation Committee of the Board will review any non-compliance with the stock ownership requirements and recommend to the Board any actions necessary to remedy such non-compliance.

Policy for Securities Trading by Company Personnel

The Board of Directors has adopted a Statement of Policy for Securities Trading by Company Personnel. Such policy requires Company employees to adhere to trading restrictions with respect to the Company stock under various circumstances. The policy is intended to ensure compliance with the Insider Trading and Securities Fraud Enforcement Act and other relevant laws, rules and regulations governing trading by insiders. In particular, employees, officers and directors of the Company are prohibited from making trades while in possession of material, non-public information.  In addition, specified restricted persons, including officers and directors, are prohibited from trading on a short-term basis of less than six months, short sales and derivative trading generally.  The policy also prohibits employees from entering into hedging transactions.  The policy limits the use of margin accounts and pledges with the Company’s securities as such use or transactions must be pre-approved by the Chief Financial Officer positions.  See “Compensation Discussion and in the case of pledgesAnalysis” for loans, such person must demonstrate the financial capacity to repay the applicable loan without resorting to the pledged securities.further information.

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Nominating Committee

The Board of Directors has established a Nominating Committee, which consists of all of the Independent Directors, currently Ms. Desormière and Messrs. Booth, Castaing (Chair), Gunderson, Mazzorin, Scherer and Shaw.   The Nominating Committee operates under a written charter approved by the Board of Directors, which is reviewed annually by the Nominating Committee and the Board of Directors.  All members of the Nominating Committee participated in determining the nominees for election to the Board of Directors at the Annual Meeting.  All nominees for election to the Board of Directors are current members of the Board of Directors and are standing for re-election.  The Nominating Committee has regularly scheduled meetings and reports on its activities to the Board of Directors.  Two meetings of the Nominating Committee were held during 2013.

The Nominating Committee’s responsibilities include:

The Boardresponsibilities and activities of Directors generally considers the experience, qualifications, attributes or skills appropriate that directors should have collectively. Committee are described in greater detail in its charter.

The Nominating Committee also considers diversityreviews and makes recommendations to the Board, from time to time, regarding the appropriate skills and characteristics required of Board members in background, age, experience, qualifications, attributesthe context of the current make-up of the Board, the operations of the Company and skills in identifying nominees, although itthe long-term interests of shareholders. See “Proposal No. 1—Election of Directors—Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board” and “Proposal No. 1—Election of Directors—Director Background and Qualifications.” The Committee does not have a formalspecific diversity policy regardingunderlying its nomination process, although it seeks to ensure the consideration of diversity.  See “Qualifications of Directors” above for a description ofBoard includes directors with diverse backgrounds, qualifications, skills and experience relevant to the diverse qualifications of our current directors.  Company’s business.

Generally, the Nominating Committee will re-nominate incumbent directors who continue to satisfy the Company’sCommittee’s criteria for membership on the Board, of Directors, continue to make important contributions to the Board of Directors and consent to continue their service on the Board of Directors.  

Board. If a vacancy on the Board of Directors occurs or the Board increases in size, the Nominating Committee will actively seek individuals that satisfy the Committee’s criteria for directorsmembership on the Board and the Committee may rely on multiple sources for identifying and evaluating potential nominees, including referrals from our current directors and management. In 2013,2015, the Nominating Committee did not employCommittee employed a search firm or pay fees to other third parties in connection with identifying orand evaluating Board nominee candidates.candidates upon learning that Mr. Mazzorin and Dr. Scherer had determined not to stand for re-election at the 2016 annual meeting.  Director nominee Mr. Hundzinski was identified as a result of the work completed by the search firm.  Director nominee Ms. Hao was recommended by one of our current directors.

The Board of DirectorsNominating Committee will consider recommendations from shareholders of director candidates that are sent on a timely basis and otherwise in accordance with the Company’sour Bylaws and other applicable law and regulations. Shareholders interested in recommending director candidates must comply with the procedures outlined in the section below entitled “Security Holder Communication to the Board of Directors,” which summarizes the procedures outlined in the Company’s Corporate Governance Guidelines.  The Nominating Committee will evaluate nominees recommended by shareholders against the same criteria that it uses to evaluate other potential nominees. We did not receive any recommendations for director nominations from shareholders for the annual meeting.  See “–Shareholder Communication with the Board” and “Additional Information—Requirements for Submission of Shareholder Proposals and Nominations for 2017 Annual Meeting. See “WhenMeeting” for additional information.

Corporate Governance Committee

The Corporate Governance Committee was formed in February 2015, and its responsibilities include:

The Corporate Governance Committee may form and delegate its authority to subcommittees as appropriate. The responsibilities and activities of the Committee are shareholder proposalsdescribed in greater detail in its charter.

Technology Committee

The Technology Committee evaluates and director nominationsadvises management with respect to the development and use of technology by the Company for use in its current and potential future products, including the long-term strategic goals of the Company’s research and development initiatives.  The Technology Committee also advises management on its policies and procedures surrounding cyber security.  The responsibilities and activities of the Committee are described in greater detail in its charter.

Corporate Governance

The Board, as well as management, is committed to responsible corporate governance to ensure that we are managed for the 2015 Annual Meeting due?” for information regarding the nominationbenefit of directors byour shareholders.

Security Holder Communication to To that end, the Board of Directorsand management periodically review and update, as appropriate, our corporate governance policies and practices, and, when required, make changes to such policies and practices as mandated by the Sarbanes-Oxley Act, the Dodd-Frank Act, other SEC rules and regulations and the Nasdaq listing standards.

Shareholders wishing to send communications directly to the Board of Directors or to a specific memberA copy of the BoardBoard’s committee charters, the Code of Directors are askedBusiness Conduct and Ethics and the Corporate Governance Guidelines will be sent to send such communications via U.S. Mailany shareholder, without charge, upon written request to the attention of Kenneth J. Phillips,Corporate Secretary, of Gentherm Incorporated, 21680 Haggerty Road, Suite 101, Northville, MichiganMI 48167. Shareholders sending such communications should clearly mark them as intended for delivery to the Board of Directors or to a specific member of the Board of Directors of Gentherm. Mr. Phillips has been instructed by the Board of Directors to screen each communication so received only for the limited purposes of ascertaining (1) whether such communication is indeed from a shareholder and (2) whether such communication relates to Gentherm. Mr. Phillips will promptly forward copies of all such communications that pass his limited screening to each member of the Board of Directors, in the case of communications to the entire Board of Directors, or to the particular member addressee. Delivery by Mr. Phillips will be completed by mail, facsimile or e-mail, as Mr. Phillips determines appropriate.   

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If a shareholder’s communication to the Board of Directors involves or concerns Mr. Phillips, or if a shareholder has another appropriate reason for communicating to the Board of Directors through a means other than through Mr. Phillips, such shareholders are asked to send such communications via U.S. Mail to the attention of either Daniel R. Coker, President of Gentherm Incorporated, or Oscar B. Marx, III, Chairman of Gentherm Incorporated, 21680 Haggerty Road, Suite 101, Northville, Michigan 48167. Any such communication to Mr. Coker or Mr. Marx should clearly state that it is a shareholder communication and should clearly state the reason it was not delivered to Mr. Phillips for further delivery to the Board of Directors.

Board Leadership Structure and Role in Risk Oversight

The Board of Directors has concluded that the role of Chairman of the Board should be separate from that of Chief Executive Officer. The Chairman of the Board presides at all Board and shareholder meetings and the Chief Executive Officer reports to the entire Board of Directors. We believe that, by separating these positions, the Board of Directors can provide better oversight of risks, including credit, liquidity and operational risks, faced by the Company.  In addition, given that the Board views both the Chief Executive Officer and the Chairman of the Board as not independent, the Lead Independent Director provides improved oversight by acting as a liaison between these individuals and the Independent Directors.  The Board of Directors establishes policy, adopts financial plans, approves significant changes to operational activities and provides general oversight of the business. The Chief Executive Officer is responsible for day-to-day operations and implementing the strategies approved by the Board of Directors. Other key executive officers, including the Chief Financial Officer, report either regularly or periodically to the Board of Directors.

The Board of Directors’ risk oversight is administered primarily though the following:

Lead Independent Director

The Independent Directors have appointed Francois Castaing to act as the Lead Independent Director. In such position, Mr. Castaing acts as the chairman of all meetings of the Independent Directors and has the authority to call additional meetings of the Independent Directors at any time. The Lead Independent Director also acts as a liaison between the Independent Directors, on the one hand, and the Chairman of the Board and Chief Executive Officer, on the other hand.

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Audit Committee

An Audit Committee has been established by the Board of Directors in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee is currently comprised of three Independent Directors, Messrs. Booth (Chair), Castaing and Scherer. The Audit Committee operates under a written charter approved by the Board of Directors, which is reviewed annually by the Audit Committee and the Board of Directors.  The Audit Committee has regularly scheduled meetings and reports on its activities to the Board of Directors.  The Audit Committee held five meetings during 2013.

The Audit Committee’s responsibilities include:

The responsibilities and activities of the Committee are described in greater detail in “Audit Committee Report” and “Audit Committee Matters,” as well as in its charter.

The Board has determined that each Audit Committee member has sufficient knowledge in reading and understanding financial statements to serve on the Committee.

The Board of Directors has also reviewed the experience, qualifications and skills of each member of the Audit Committee andfurther determined that two Committee members, Mr. Booth and Dr. Scherer, are eachqualify as “audit committee financial experts” in accordance with SEC rules. Upon election to the Board, the Board anticipates that new director nominee Mr. Booth’s experience that qualifies himHundzinski will also qualify as an audit“audit committee financial expert includes his previous experience as the Executive Vice President and Chief Financial Officer for Ford Motor Company.  Dr. Scherer’s experience that qualifies him as an audit committee financial expert includes his previous experience as the Chief Executive Officer and Chief Financial Officer of multinational companies.expert.” The designation of an “audit

committee financial expert” does not impose upon such persons any duties, obligations or liabilityliabilities that are greater than those which are generally imposed on each of them as a member of the Audit Committee and the Board, of Directors, and such designation does not affect the duties, obligations or liabilityliabilities of any other member of the Audit Committee or the Board of Directors.Board.

Compensation Committee

The Compensation Committee is currently comprised of three Independent Directors, Ms. Desormière and Messrs. Gunderson (Chair) and Mazzorin. Committee’s responsibilities include:

The Board of Directors has determined that the current members of the Compensation Committee qualify as “non-employee directors” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “outside directors” under Section 162(m) of thethe Internal Revenue Code of 1986, as amended. The Compensation Committee operates under a written charter approved by the Board of Directors, which is reviewed annually by the Compensation Committee and the Board of Directors.  amended (the “Code”).

The Compensation Committee has regularly scheduled meetingsthe sole authority to engage outside advisors and reportsestablish the terms of such engagement, including compensatory fees.  In connection with any such engagement, the Committee reviews the independence of such outside advisor, based on its activities to the Boardfactors specified by Nasdaq as well as any other factors it deems appropriate, and any conflicts of Directors.  interest raised by the work of such outside advisor.

The Compensation Committee held five meetings during 2013.  may form and delegate its authority to subcommittees as appropriate.  The responsibilities and activities of the Committee are described further in “Compensation Discussion and Analysis,” as well as in its charter.

Role of Management.  As was also the case in prior years, in 2015 the Compensation Committee received significant input from management with respect to the Company’s executive compensation program.  See “Compensation Discussion and Analysis” for further information.

Role of Compensation Consultant.  With respect to the Company’s 2015 executive compensation program, the Compensation Committee engaged a compensation consultant, Hay Group, to provide general market information for all executive officers and peer group data for the Chief Executive Officer and Chief Financial Officer positions.  See “Compensation Discussion and Analysis” for further information.

Nominating Committee

The CompensationNominating Committee’s responsibilities include:

The responsibilities and activities of the Committee are described in greater detail in its charter.

The Nominating Committee reviews and makes recommendations to the Board, from time to time, regarding the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board, the operations of the Company and the long-term interests of shareholders. See “Proposal No. 1—Election of Directors—Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board” and “Proposal No. 1—Election of Directors—Director Background and Qualifications.” The Committee does not have a specific diversity policy underlying its nomination process, although it seeks to ensure the Board includes directors with diverse backgrounds, qualifications, skills and experience relevant to the Company’s business.

Generally, the Nominating Committee will re-nominate incumbent directors who continue to satisfy the Committee’s criteria for membership on the Board, continue to make important contributions to the Board and consent to continue their service on the Board. If a vacancy on the Board occurs or the Board increases in size, the Committee will actively seek individuals that satisfy the Committee’s criteria for membership on the Board and the Committee may rely on multiple sources for identifying and evaluating potential nominees, including referrals from our current directors and management. In 2015, the Committee employed a search firm in connection with identifying and evaluating Board nominee candidates upon learning that Mr. Mazzorin and Dr. Scherer had determined not to stand for re-election at the 2016 annual meeting.  Director nominee Mr. Hundzinski was identified as a result of the work completed by the search firm.  Director nominee Ms. Hao was recommended by one of our current directors.

The Nominating Committee will consider recommendations from shareholders of director candidates that are sent on a timely basis and otherwise in accordance with our Bylaws and other applicable law and regulations. The Committee will evaluate nominees recommended by shareholders against the same criteria that it uses to evaluate other potential nominees. We did not receive any recommendations for director nominations from shareholders for the annual meeting.  See “–Shareholder Communication with the Board” and “Additional Information—Requirements for Submission of Shareholder Proposals and Nominations for 2017 Annual Meeting” for additional information.

Corporate Governance Committee

The Corporate Governance Committee was formed in February 2015, and its responsibilities include:

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The compensation of our executive officers who also act as executive officers of our subsidiary, W.E.T., was set by written agreements previously entered into by and between W.E.T. and such executive officers. Until a Domination and Profit and Loss Transfer Agreement was registered in 2013, giving Gentherm the power to direct specific actions be taken by W.E.T., the Compensation Committee had no power to directly influence the compensation of such individuals. Until that time, decisions concerning compensation of W.E.T.-employed executive officers were made by the W.E.T. Supervisory Board and not by the Board of Directors of Gentherm.  As a result of the registration of the DPLTA and Gentherm’s subsequent acquisition of all of the remaining minority shares in W.E.T. in late 2013, the Compensation Committee has the power to directly negotiate future compensation terms and agreements upon expiration of the existing written agreements.

The CompensationCorporate Governance Committee may form and delegate any of its responsibilitiesauthority to subcommittees as the Compensation Committee deems appropriate. The Committee has the authority to retain independent compensation consultants to assist in the evaluation of compensation,responsibilities and has the sole authority to retain and terminate such firms and to approve their fees and other retention terms. The Compensation Committee also has authority to retain other advisors. No compensation consultants were retained by the Compensation Committee in 2013 for the purpose of determining or recommending the amount or form of compensation for our directors or executive officers.

Recommendations regarding compensation of executive officers (including recommending bonus formulas and plans, performance measures, compensation and award levels, and payout amounts) and non-employee directors are generally made by management after review by the Chairmanactivities of the Board. The Company’s Vice President of Human Resources generally prepares materials and agendas for Compensation Committee meetings, attends the meetings and keeps the minutes of the meetings, but is excused from portions of the meetings as determined by the Compensation Committee. The Chief Executive Officer is also invited to attend Committee meetings but is not present during voting or deliberations regarding his compensation.

In evaluating recommendations regarding compensation, the Compensation Committee relies primarily onare described in greater detail in its members’ review of information from various publications and hired consultants, their extensive experience with compensation practices in other businesses, information included in proxy statements of similar companies with comparable market capitalization and comparable revenues, and its members’ subjective review of the reasonableness and fairness of proposed compensation in light of all relevant circumstances.charter.

Compensation Committee Interlocks and Insider Participation

During fiscal 2013, Ms. Desormière and Messrs. Gunderson and Mazzorin served as members of the Compensation Committee.  None of these individuals was an officer or employee of the Company during 2013 or has ever been an officer or employee of the Company.  During 2013, none of the members of the Compensation Committee had any relationship required to be disclosed pursuant to SEC rules regarding disclosure of related person transactions. In addition, during 2013, none of the Company’s executive officers served on the board of directors or compensation committee (or committee performing equivalent functions) of any other entity that had one or more executive officers serving on the Company’s Board of Directors or Compensation Committee.

Technology Committee

A Technology Committee was established in 2013 by the Board of Directors. The Technology Committee is currently comprised of Messrs. Shaw (Chair), Castaing and Gunderson.  The Technology Committee evaluates and advises management with respect to the development and use of technology by the Company for use in its current and potential future products, including providing advice onthe long-term strategic goals of the Company’s research and development initiatives.  The Technology Committee also advises management on its policies and procedures surrounding cyber security.  The responsibilities and activities of the Committee are described in greater detail in its charter.

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Corporate Governance

The Board, as well as management, is committed to responsible corporate governance to ensure that we are managed for the benefit of our shareholders. To that end, the Board and management periodically review and update, as appropriate, our corporate governance policies and practices, and, when required, make changes to such policies and practices as mandated by the Sarbanes-Oxley Act, the Dodd-Frank Act, other SEC rules and regulations and the Nasdaq listing standards.

A copy of the Board’s committee charters, the Code of Business Conduct and Ethics and the Corporate Governance Guidelines will be sent to any shareholder, without charge, upon written request to Corporate Secretary, Gentherm Incorporated, 21680 Haggerty Road, Northville, MI 48167.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which are available on our website, www.gentherm.com, under the “About Us” tab.  These guidelines provide a structure within which our directors and management can effectively pursue the Company’s objectives for the benefit of Directorsour shareholders. The Corporate Governance Guidelines address, among other things, Board and committee structure, composition and procedures, director responsibilities, compensation and continuing education, as well as shareholder communications with the Board.

Majority Voting Policy.  The Corporate Governance Guidelines includes a policy to be followed if any nominee for director receives a greater number of votes “withheld” from his or her election than votes “for” such election.  In such event, the applicable director

must promptly tender his or her resignation, conditioned on Board acceptance, following certification of the shareholder vote; provided, however, that this does not apply when the number of individuals nominated for election exceeds the number of directors to be elected, including as a result of a proxy contest. The Nominating Committee will consider the resignation offer and, within 60 days following certification of the shareholder vote, recommend to the Board whether to accept such resignation. The Board will act on the Committee’s recommendation within 90 days following certification of the shareholder vote. The Board will promptly disclose in reasonable detail its decision and rationale regarding the acceptance or rejection of the resignation, as applicable, in a widely disseminated press release, in a filing with the SEC or by other widely disseminated public announcement.  If a director’s resignation is accepted by the Board, the Board may either fill the resulting vacancy or decrease the size of the Board pursuant to our Bylaws.

Annual Performance Evaluations.  The Corporate Governance Committee oversees the annual performance evaluation process.  The Board and its committees conduct self-evaluations at least annually to determine whether the Board and its committees are functioning effectively.  The Board also reviews the Corporate Governance Committee’s periodic recommendations concerning the performance and effectiveness of the Board and its committees.

Code of Conduct

The Board has adopted a Code of Business Conduct and Ethics applicable(“Code of Conduct”), which sets out the basic principles to allguide the actions and decisions of our employees, directors and officers, and employees of the Company, including the Company’sour principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions.officer. The Code of Business Conduct and Ethics addresses, among other things, ethical principles, insider trading, conflicts of interest, compliance with laws and confidentiality.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or a waiver from, a provision in our The Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code definition enumerated in SEC, Regulation S-K, Item 406(b) by posting such informationis available on our website, at www.gentherm.com, under the “About Us” sectiontab.  Any amendments to the Code of Conduct, or any waivers that are required to be disclosed by the rules of either the SEC or Nasdaq, will be posted on our website, www.gentherm.com, under the “About Us” tab within four business days following the dateof any such amendment or waiver.

Committee Charters

See “—Committees of the amendment or waiver.

Availability of Corporate Policies and Committee Charters

A current copy of eachBoard” for a description of the Corporate Governance Guidelines, PolicyBoard’s delegation of authority and responsibilities to the five standing committees.

Succession Planning

The succession planning process for Securities Trading by Company Personnel,the Code of Ethics, and each charter ofexecutive officers is designed to assist the Board committees is availablein understanding our readiness and the related transition risks for a crisis as well as a planned transition, and to shareholdersoversee the development of strong leadership quality and executive bench strength. On at the Company’s website, at www.gentherm.com under the link “About Us”; a copy may also be obtained free of charge by delivering written request to: Kenneth J. Phillips, Secretary of Gentherm Incorporated, 21680 Haggerty Road, Suite 101, Northville, Michigan 48167.

Related Person Transactions

Review, Approval or Ratification of Transactions with Related Persons

The Board of Directors has adopted, by written board resolution, a policy with respect to proposed related party transactions. In general, it is Gentherm’s policy to submit all proposed related party transactions (those that may require disclosure under Regulation S-K, Item 404) to the Independent Directors for approval. Only those related party transactions approved by the Independent Directors will be consummated. The policy instructs the Independent Directors only to approve those transactions that are on terms comparable to, or more beneficial to us than, those that could be obtained in arm’s length dealings withleast an unrelated third party and otherwise is in the best interests of the Company and its shareholders. If an Independent Director has any interest in a related party transaction presented to the Independent Directors for approval, such director is required to abstain from the vote to approve or not approve the transaction. Examples of related party transactions covered by our policy are transactions in which any of the following individuals has or will have a direct or indirect material interest: any of our directors or executive officers, any person who is known to us to be the beneficial owner of more than five percent of our common stock, and any immediate family member of one of our directors or executive officers or person known to us to be the beneficial owner of more than five percent of our common stock. Transactions that involve any salaried employees generally are not covered by this approval policy, but otherwise addressed in our Code of Business Conduct and Ethics. Our policy also requires that all related party transactions be disclosed in our filings with the SEC to the extent required by the SEC’s rules, and that they be disclosed to the full Board of Directors.

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Transactions with Related Persons During 2013

John Marx, our Vice President of Business Planning and Advanced Product Commercialization, is the son of our Chairman ofannual basis, the Board Oscar B. Marx. Brian Coker, an applications engineer and employee ofmeets with the Company, is the son of our President and Chief Executive Officer Daniel Coker.  The Compensation Committee and in executive session without management to discuss succession planning and strategies to strengthen and supplement the Independent Directorsskills and qualifications of internal succession candidates. Key executives have reviewed and approved the compensation paid to John Marx and Brian Coker in 2013. In 2013, total compensation paid to John Marx was comprised of the following: approximately $360,000 in cash compensation (inclusive of 401(k) employer matching contributions), perquisites valued at approximately $3,000, delivery of 18,000 shares of restricted stock awards and delivery of 40,000 options having an exercise price of $19.10 per share, the fair market value of the underlying shares at the time of issuance. In 2013, total compensation paid to Brian Coker was comprised of the following: approximately $118,000 in cash compensation (inclusive of 401(k) employer matching contributions), and perquisites valued at approximately $4,000.

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COMPENSATION COMMITTEE REPORT

Report of the Compensation Committee on Executive Compensation

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth below under the caption “Executive Compensation – Compensation Discussion and Analysis” with our management, including Messrs. Coker and Steele. Based on this review and discussion, the Compensation Committee recommendedongoing exposure to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and the annual report on Form 10-K for the year ended December 31, 2013.

By the Compensation Committee

Maurice Gunderson, Chairman

Sophie Desormière

Carlos Mazzorin

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AUDIT COMMITTEE REPORT

The Audit Committee has reviewed, and discussed with management our financial statements as of December 31, 2013 and 2012 and for each of the three yearsto assist in the period ended December 31, 2013. The Audit Committee has discussed withBoard's oversight. Further, the Company’s independent registered public accounting firm, Grant Thornton LLP, the above-described financial statements. In addition, we have discussed with Grant Thornton LLPthe matters required to be discussed by the Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards), as amended and as adopted by the Public Company Accounting Oversight Board.

The Audit Committee also has received and reviewed the written disclosures and the letter from Grant Thornton LLP required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as adopted by the Public Company Accounting Oversight Board and we have discussed with that firm its independence. We have considered whether the provision of permissible non-audit services is compatible with maintaining the accountant’s independence. We also have discussed with management and the auditing firm such other matters and received such assurances from them as we deemed appropriate.

Management is responsible for internal controls and the financial reporting process. The independent accountants engaged by the Company are responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and of the effectiveness of our internal control over financial reporting and issuing reports thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

Based on the foregoing review and discussions and a review of the reports of Grant Thornton LLP with respect to the audited financial statements, and relying thereon, the Audit Committee has recommended to the Board of Directors the inclusion of the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2013 for filing with the SEC.

By the Audit Committee

Lewis Booth, Chairman

Francois Castaing

Franz Scherer

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of Significant Shareholders

The table below sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of April 1, 2014 (except that, as noted below, certain information is based on Schedule 13G reports filed by the beneficial owner as of a date prior to such date) by each person known to us to be a beneficial owner of more than 5% of our outstanding Common Stock. Beneficial ownership includes any shares which a person has the right to acquire within 60 days after the date of calculation, including shares that may be acquired upon exercise of outstanding stock options, warrants to purchase stock or other convertible securities. The “percent of class” calculation for each person is based on this inclusive definition of beneficial ownership for such person. Except as expressly noted, each person listed has sole voting power and investment power with respect to all shares of Common Stock listed as beneficially owned by such person.

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Beneficial Ownership of Directors and Executive Officers

The table below sets forth certain information regarding the beneficial ownership of the Company’s common stock as of April 1, 2014 by each director, each Named Executive Officer, and all of the directors and executive officers as a group. The “Named Executive Officers” include (1) our Chief Executive Officer, (CEO), (2) our Chief Financial Officer (CFO), (3) our three most highly compensated executive officers other than our CEO and our CFO who were serving as executive officers at the end of 2013 and (4) an additional individual who would have been included in (1) through (3), except that he was not serving as an executive officer at the end of 2013 but is required to be included pursuant to SEC rules.  In light of the significant contribution to Gentherm’s consolidated revenues and earnings by W.E.T. Automotive Systems AG (W.E.T.), W.E.T. executive officers are treated as having been executive officers for purposes of the forgoing determination, even if they were not also executive officers of Gentherm at the relevant time.  Beneficial ownership includes any shares which a person has the right to acquire within 60 days after the date of calculation, including shares that may be acquired upon exercise of outstanding stock options. The “percent of class” calculation for each person is based on this inclusive definition of beneficial ownership for such person. Each person listed has sole voting power and investment power with respect to all shares of Common Stock listed as beneficially owned by such person.

(a)Includes unvested restricted shares as follows: Lewis Booth, 2,800 shares; Francois Castaing, 2,800 shares; Sophie Desormière, 2,800 shares; Maurice Gunderson, 2,800 shares; Oscar B Marx, III, 2,800 shares; Carlos Mazzorin, 2,800 shares; Franz Scherer, 2,800 shares; Byron Shaw, 2,800 shares; Daniel Coker, 59,250 shares; Greg Steinl, 30,000 shares; Barry Steele 38,750 shares; and all executive officers and directors as a group, 232,900 shares.Human Resources periodically provide the Board with an assessment of key executives for potential succession and discuss potential sources of external candidates.

Shareholder Engagement

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The Company and/or Board engages periodically with the Company's shareholders to discuss performance, governance practices and compensation programs. Each year, the Company interacts with its shareholders through various engagement activities.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information as of December 31, 2013, with respect to our shares of common stock that may be issued under our existing equity compensation plans.  There are no equity compensation plans that were not approved by shareholders as of December 31, 2013.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors, and persons who beneficially own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten-percent beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file. Based solely on review of the copies of such reports furnished to us during or with respect to 2013, or written representations that no filings on Form 5 were required, we believe that during 2013 all Section 16(a) filing requirements applicable to our officers, directors and greater than ten-percent beneficial owners were complied with, except as follows: Lewis Booth filed a Form 3 late and a Form 4 late with respect to restricted stock grants in January, 2013; Form 4s were filed late with respect to option exercises in May, 2013 by each of Stephen Davis and Daniel Coker; and Form 4s were filed late with respect to option and restricted stock grants to the following executive officers in July, 2013: Daniel Coker, Barry Steele, David Bomzer, Kenneth Phillips, Stephen Davis, Frithjof Oldorff, Thomas Liedl and Greg Steinl.

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DIRECTOR COMPENSATIONDirector Compensation

Non-employee directors of the Board receive a mix ofboth cash and share-basedequity compensation. TheSuch compensation mix is intended to encourage non-employee directors to continue Board service, further align the interests of the Board and shareholders, and attract new non-employee directors with outstanding qualifications. Directors who are employees or officers of the Company do not receive any additional compensation for Board service.

2015 Compensation Program

In 2015, the Board approved an increase in the annual equity retainer for non-employee directors from $50,000 to $100,000 based on the significant increase in both the size and complexity of the Company’s operations and the corresponding oversight required by the Board.  The cash portion of compensation program for non-employee directors did not change in fiscal 2013 2015 except as follows:  the cash retainer paid to the Chairman of the Board was increased from $75,000 to $90,000 and the same ascash retainer paid to the Lead Independent Director was set at $55,000, which is $5,000 more than other non-employee directors besides the Chairman of the Board.  The increase in the annual equity retainer and the cash compensation paid to the Chairman of the Board and the Lead Independent Director

were determined after management provided the Board with an analysis of amounts paid to directors of other companies of similar size and complexity.  No compensation consultants were retained by the Compensation Committee for the purpose of determining or recommending the amount or form of director compensation for 2015.  

The following table sets forth the compensation program for non-employee directors in fiscal 2012, except for the addition of annual fees for the members and chairman of the Technology Committee.  Cash2015.

No additional cash compensation is paid to members of the Corporate Governance Committee.  Consistent with historical practice, the annual cash retainers were paid in advance atof the 2015 annual meeting of shareholders.

The 2013 compensation program consisted   Consistent with the terms of the following compensation,Company’s 2013 Equity Incentive Plan (the “2013 Equity Incentive Plan”), on the date of such meeting, each non-employee director received a restricted stock award having a fair market value of $100,000, or 1,920 shares.

The restricted stock vests in additionfull on the first anniversary of the grant date.  The restricted stock will be forfeited in the event of termination of service as a non-employee director of the Company prior to reimbursementthe first anniversary of the grant date, subject to acceleration of vesting upon retirement (as defined under the 2013 Equity Incentive Plan), and subject to the Compensation Committee’s right to accelerate the vesting of all or a portion of the restricted stock at any time. During the restricted period, the restricted stock entitles the participant to all of the rights of a shareholder, including the right to vote the shares and the right to receive any dividends thereon. Prior to the end of the restricted period, restricted stock generally may not be sold, assigned, pledged, or otherwise disposed of or hypothecated by participants.

The Company does not provide any perquisites to directors, but does reimburse directors for out-of-pocket expenses including those incurred in attending Board and committee meetings:meetings.

The following table below sets forth the compensation of each non-employee director in fiscal 2013:2015.