On May 18, 2023 the Company’s shareholders approved the Gentherm Incorporated 2023 Equity Incentive Plan (the “2023 Equity Plan”), covering 3,730,000 shares of the Common Stock, plus the number of shares of Common Stock that, as of the effective date of the 2023 Equity Plan, that were subject to awards granted under the Gentherm Incorporated 2013 Equity Incentive Plan (the “2013 Equity Plan”) and that, on or after the effective date of the 2023 Equity Plan, were forfeited, surrendered, terminated (other than by exercise), cancelled, lapsed or reacquired by the Company prior to vesting, without the delivery of any shares of Common Stock, and otherwise comply with the recycling provisions of the 2013 Equity Plan and 2023 Equity Plan. The 2023 Equity Plan permits the granting of various awards including stock options (including both nonqualified stock options and incentive stock options), stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), performance stock units (including performance-based RSUs under the 2013 Equity Plan, "PSUs") and performance units, and other awards to employees, outside directors and consultants and advisors of the Company. As of December 31, 2024, the Company had an aggregate of 3,448,234 shares of Common Stock available to issue under the 2023 Equity Plan.

During the three-year period ended December 31, 2024, the Company has outstanding stock options, SARs, restricted stock awards and RSUs to employees, directors and consultants. These awards become available to the recipient upon the satisfaction of a vesting condition, either based on a period of service or based on the performance of a specific achievement. For equity-based awards with a service condition, the requisite service period typically ranges between two to four years for employees and consultants and one year for directors. As of December 31, 2024, there were 279,841 PSUs outstanding. These awards cliff vest after three-years based on the Company’s achievement of one of five separate performance metrics: a target return on invested capital ratio (“ROIC”), as defined in the award agreement, for a specified fiscal year; a target three-year cumulative Adjusted EBITDA (“Adjusted EBITDA”), as defined in the award agreement; a target annual and three-year growth in the expansion of Adjusted EBITDA Margin Rate (“Adjusted EBITDA Margin Rate”), as defined in the award agreement (as modified by the Company’s relative total shareholder return); the Company’s relative total shareholder return (“TSR”), as defined in the award agreement, during a specific three-year measurement period; and a target relative revenue growth relative to light vehicle production in the Company's relevant markets ("RRG"), as defined in the award agreement, during a specific three-year measurement period (in certain cases, as modified by the Company’s relative total shareholder return). In each case, awards will be earned at 50% of the target number of shares for achieving a minimum threshold or up to 200% of the target number of shares for exceeding the target, with a linear adjustment between threshold and target

or between target and stretch performance goals. All other outstanding, unvested equity-based awards were service based. Equity-based award vesting may be accelerated at the discretion of the Board under conditions specified in the 2023 Equity Plan and the 2013 Equity Plan.

Under FASB ASC Topic 718, the provisions of the PSUs that vest upon the achievement of relative TSR are considered a market condition, and therefore the effect of that market condition is reflected in the grant date fair value for this portion award. A third party was engaged to complete a Monte Carlo simulation to account for the market condition. That simulation takes into account the beginning stock price of our Common Stock, the expected volatilities for the relative TSR comparator group, the expected volatilities for the Company’s stock price, correlation coefficients, the expected risk-free rate of return and the expected dividend yield of the Company and the comparator group. The single grant-date fair value computed by this valuation method is recognized by the Company in accounting for the awards regardless of the actual future outcome of the relative TSR feature. The grant date fair value of the other PSUs and RSUs are calculated as the closing price of our Common Stock as quoted on Nasdaq on the grant date multiplied by the number of shares subject to the award. Each of ROIC, Adjusted EBITDA, Adjusted EBITDA Margin Rate and RRG are considered a performance condition and the grant-date fair value for ROIC PSUs, Adjusted EBITDA PSUs, Adjusted EBITDA Margin Rate and RRG PSUs correspond with management's expectation of the probable outcome of the performance condition as of the grant date. The Adjusted EBITDA Margin Rate PSUs and the RRG PSUs granted in 2024 are also subject to a relative TSR modifier that can adjust the total payout of PSUs by -25% if performance does not reach threshold or +25% if performance exceeds maximum. Therefore, the grant date fair value of the Adjusted EBITDA Margin Rate PSUs and RRG PSUs for 2024 were further impacted by the fair value of the relative TSR modifier.

The total recognized and unrecognized stock based compensation expense is as follows:


Stock Based Compensation Expense	2024			2023			2022			Unrecognized Stock Based Compensation Expense at December 31, 2024		Remaining Weighted Average Vesting Period
RSUs	$	6,871		$	6,216		$	5,551		$	7,395		1.92
PSUs		2,454			4,661			954			7,795		1.98
Restricted Stock		1,115			878			888			402		0.37
SARs		(8	)		(128	)		(794	)		—		—
Total stock based compensation	$	10,432		$	11,627		$	6,599		$	15,592		1.91

The related deferred tax benefit (expense) for the years ended December 31, 2024, 2023 and 2022 was $1,485, $1,794, and $(444), respectively. If Gentherm were to realize expired stock based payment arrangements, they would be reported as a forfeit in the activity roll forward tables below.

The following table summarizes RSU activity during the years ended December 31, 2024, 2023 and 2022:


Unvested Restricted Stock Units	Time Vesting Shares			Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2021		193,626		$	56.02
Granted		117,507			66.86
Vested		(95,692	)		49.85
Forfeited		(13,863	)		70.52
Outstanding at December 31, 2022		201,578		$	64.27
Granted		136,964			58.68
Vested		(82,695	)		59.43
Forfeited		(23,986	)		59.47
Outstanding at December 31, 2023		231,861		$	63.19
Granted		184,959			54.20
Vested		(129,477	)		64.55
Forfeited		(84,682	)		57.71
Outstanding at December 31, 2024		202,661		$	56.35

The total intrinsic value of RSUs vested during the years ended December 31, 2024, 2023 and 2022 was $8,358, $4,915 and $4,774, respectively.

The following table summarizes PSU activity during the years ended December 31, 2024, 2023 and 2022:


Unvested Performance Stock Units	Performance Stock Unit Shares			Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2021		319,336		$	57.27
Granted		106,604			75.57
Performance Adjustment		42,746			58.30
Vested		(133,477	)		52.34
Forfeited		(14,760	)		65.02
Outstanding at December 31, 2022		320,449		$	62.90
Granted		153,121			65.90
Performance Adjustment		(59,928	)		33.90
Vested		(59,928	)		49.25
Forfeited		(28,737	)		65.97
Outstanding at December 31, 2023		324,977		$	74.10
Granted		235,388			60.68
Performance Adjustment		(52,856	)		79.49
Vested		(27,850	)		92.44
Forfeited		(199,818	)		61.35
Outstanding at December 31, 2024		279,841		$	63.30

The total intrinsic value of PSUs vested during the years ended December 31, 2024, 2023 and 2022 was $2,574, $2,951 and $6,986, respectively.

The following table summarizes restricted stock activity during the years ended December 31, 2024, 2023 and 2022:


Unvested Restricted Stock	Shares			Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2021		11,376		$	70.33
Granted		13,600			73.54
Vested		(11,376	)		70.33
Forfeited		—			—
Outstanding at December 31, 2022		13,600		$	73.54
Granted		17,923			56.96
Vested		(11,900	)		73.54
Forfeited		(1,700	)		73.54
Outstanding at December 31, 2023		17,923		$	56.96
Granted		21,296			50.72
Vested		(17,923	)		56.96
Forfeited		—			—
Outstanding at December 31, 2024		21,296		$	50.72

The compensation cost associated with restricted stock is estimated on the date of grant using quoted market prices (Level 1 input). The total fair value of restricted stock vested in 2024, 2023 and 2022 was $1,021, $875 and $800, respectively.

The following table summarizes SARs activity during the years ended December 31, 2024, 2023 and 2022:


Stock Appreciation Rights	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2021		55,600		$	41.15		1.28	$	2,544
Granted		—			—
Exercised		(40,850	)		42.27
Forfeited		—			—
Outstanding at December 31, 2022		14,750		$	38.05		1.15	$	402
Granted		—			—
Exercised		(12,500	)		38.05
Forfeited		—			—
Outstanding at December 31, 2023		2,250		$	38.05		0.15	$	32
Granted		—			—
Exercised		(2,250	)		38.05
Forfeited		—			—
Outstanding at December 31, 2024		—		$	—		—	$	—
Exercisable at December 31, 2024		—		$	—		—	$	—

The total intrinsic value of SARs exercised during the years ended December 31, 2024, 2023 and 2022 was $25, $242 and $1,348, respectively.

The following table summarizes stock option activity during the years ended December 31, 2024, 2023 and 2022:


Options	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at December 31, 2021		206,750		$	36.72		2.60	$	10,375
Granted		—			—
Exercised		(44,116	)		37.87
Forfeited		—			—
Outstanding at December 31, 2022		162,634		$	36.41		2.68	$	8,212
Granted		—			—
Exercised		(6,450	)		40.79
Forfeited		(16,500	)	$	41.59
Outstanding at December 31, 2023		139,684		$	35.59		0.90	$	2,342
Granted		—			—
Exercised		(139,684	)		35.59
Forfeited		—			—
Outstanding at December 31, 2024		—		$	—		—	$	—
Exercisable at December 31, 2024		—		$	—		—	$	—

The total intrinsic value of stock options exercised during the years ended December 31, 2024, 2023 and 2022 was $2,071, $201 and $1,582, respectively.