Neil Boehm
GENTEXAbout Neil Boehm
Chief Operations Officer (effective Jan 1, 2025) and Chief Technology Officer since 2018 at Gentex; joined Gentex in 2001 after earlier engineering leadership at Johnson Controls, including an expatriate assignment in Japan. He holds a B.S. in Electrical Engineering from Michigan Technological University (summa cum laude) . Company performance context during his senior leadership tenure: 2024 net sales reached $2,313,314k (+1% y/y), net income $404,488k, EPS $1.76 ; 2024 cumulative TSR index was 107.41 (down from 120.29 in 2023) . For the 2022–2024 long-term incentive performance cycle, cumulative EBITDA achieved 84.26% of target ($1,610,066k vs $1,747,627k target) and ROIC achieved 67.90% of target (37.02% vs 44.10% target), resulting in below-target PSA payouts for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gentex | Chief Operations Officer (also CTO) | 2025–present | Aligns business operations with innovation/product strategies to support growth and quality objectives |
| Gentex | Chief Technology Officer | 2018–present | Central to expanding technology/product portfolio in vision systems, sensing, AI, biometrics |
| Gentex | Vice President of Engineering | 2015–2018 | Led product development and engineering expansion |
| Gentex | Senior Director of Engineering; Program Manager | 2001–2015 | Progressive leadership across product development programs |
| Johnson Controls | Engineering Manager (Japan assignment) | Pre-2001 | International customer execution and engineering leadership experience |
External Roles
No current public company directorships or external board roles disclosed in filings reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | 465,062 | 509,154 | 566,231 | 575,000 |
| Target Annual Bonus (% of Salary) | — | — | 75% | 75% |
| Threshold / Max Bonus (% of Salary) | — | — | 37.5% / 150% | 37.5% / 150% |
| Actual Annual Incentive Paid ($) | 269,289 | 716,378 | 292,517 | — |
| All Other Compensation ($) | 120,910 | 154,841 | 198,017 | — |
All other compensation breakdown (2024):
- RS dividends $11,530; PSA deemed dividends $44,099; 401(k) match $17,250; Deferred compensation match $43,930; Personal use of automobiles $24,508; Personal use of aircraft $46,800; Other perquisites $9,900; Total $198,017 .
Performance Compensation
Annual Incentive Plan (AIP) – structure and results
- Metric weights: Revenue 33.33%; Operating Income 33.33%; EPS (diluted) 33.33% .
| 2024 AIP Metric | Weight | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| Revenue ($000) | 33.33% | 2,000,000 | 2,500,000 | 3,000,000 | 2,313,314 |
| Operating Income ($000) | 33.33% | 450,000 | 562,500 | 675,000 | 459,727 |
| EPS (diluted, $) | 33.33% | 1.62 | 2.02 | 2.42 | 1.76 |
- Boehm’s 2024 AIP payout: $292,517 .
Long-Term Incentive (LTI) design and awards
- Target LTI opportunity: 185% of base salary; delivered 70% PSAs (3-year cumulative EBITDA & ROIC, 0–200% payout) and 30% RS (3-year cliff vest) .
- 2024 grants: 22,109 PSAs (target), 9,476 RS .
| LTI Component | 2022–2024 Cycle Results | 2023 Grants (select) | 2024 Grants |
|---|---|---|---|
| PSA metrics/outcomes | EBITDA actual $1,610,066k (84.26% of target); ROIC actual 37.02% (67.90% of target) | Retention PSAs (relative TSR) vest over 2023–2026 | 22,109 PSAs (target) for 2024–2026 performance |
| PSA shares (Boehm) | Target 16,393; Actual payout 13,086 (includes dividend equivalents) | Included in “Unearned PSAs” balance | Included in “Unearned PSAs” balance |
| RS (Boehm) | 2022 award vested in 2025 if service condition met; 7,026 shares vested 2/18/2025 | RS scheduled to vest 2/25/2026 (8,273 shares) | RS scheduled to vest 2/25/2027 (9,476 shares) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 70,595 shares; plus 15,000 options exercisable within 60 days; <1% of class |
| Unvested Restricted Stock | 24,775 shares unvested; market value $711,785 as of 12/31/2024 |
| Unearned PSAs Outstanding | 73,487 target shares; market/payout value $2,228,988 as of 12/31/2024 |
| Stock Options | 15,000 options at $22.94 strike, expiring 2/15/2028 (exercisable) |
| Ownership Guidelines | 3x base salary for NEOs; 5-year compliance window (includes RS/PSAs per policy) |
| Hedging/Pledging | Prohibited for officers/directors under Company policy |
Upcoming vesting and potential liquidity windows
| Date | Instrument | Shares | Notes |
|---|---|---|---|
| 02/18/2025 | RS | 7,026 | Vested (2022 grant) |
| 02/25/2026 | RS | 8,273 | Scheduled vest (2023 grant) |
| Early 2027 | PSAs | — | 2024–2026 PSAs settle after performance certification |
| 02/25/2027 | RS | 9,476 | Scheduled vest (2024 grant) |
| 2027 (cycle end) | PSAs | — | 2023 retention PSAs vest on relative TSR (2023–2026) |
Note: Insider trading is subject to corporate blackout windows and insider trading policy .
Employment Terms
- Employment status: At-will; no written employment agreement disclosed .
- Change in control: Double-trigger vesting for equity awards upon an appropriately defined change in control; no separate cash severance/change-in-control agreements for NEOs .
- Clawback: Incentive-based compensation recoupment policy compliant with SEC/NASDAQ standards .
- Anti-hedging/pledging: Officers/directors prohibited from hedging or pledging Company stock .
- Stock ownership guidelines: 3x salary for NEOs; 5-year compliance period (includes RS and PSAs in calculation) .
Multi-Year Compensation (Summary)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 465,062 | 722,476 | 269,289 | 120,910 | 1,577,737 |
| 2023 | 509,154 | 1,612,411 | 716,378 | 154,841 | 2,992,784 |
| 2024 | 566,231 | 952,885 | 292,517 | 198,017 | 2,009,650 |
Observations:
- Equity-heavy design; for 2024, NEOs’ average target pay ~79% performance-based (vs CEO 86%) .
- 2024 reductions in PSA outcomes and AIP payouts are consistent with below-target EBITDA/ROIC and AIP metric results .
AIP/LTI Performance Linkage (Company-level context)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR Index (YE) | 98.79 | 120.29 | 107.41 |
| Net Sales ($000) | 1,918,958 | 2,299,215 | 2,313,314 |
| Net Income ($000) | 318,757 | 428,403 | 404,488 |
| 2022–2024 Cumulative EBITDA ($000) vs Target | — | — | 1,610,066 vs 1,747,627 (84.26% of target) |
Compensation Committee, Peer Group, and Say-on-Pay
- Committee members: Richard Schaum (Chair), Garth Deur, Brian Walker (all independent) .
- Consultant: Mercer (independent; no conflicts) .
- Benchmarking peer group includes: Allison Transmission, Gentherm, Littelfuse, Modine, SPX Technologies, Visteon, etc. .
- Say-on-pay support: 96% approval at 2024 Annual Meeting .
Deferred Compensation
| Item (2024) | Amount |
|---|---|
| Executive contributions | $428,109 |
| Company credit/match | $43,930 |
| Aggregate earnings (2024) | $187,697 |
| Aggregate balance at YE 2023 | $1,528,025 |
Compensation Structure Analysis
- Pay-for-performance: AIP tied equally to revenue, operating income, EPS; LTI dominated by PSAs on cumulative EBITDA and ROIC; below-target long-cycle results lowered PSA payouts (e.g., Boehm 13,086 vs 16,393 target) .
- Equity mix remains high risk-aligned (PSAs 70% of LTI, RS 30%), with double-trigger vesting and clawback protection; no options granted in recent years to NEOs (Boehm retains legacy 2018 options) .
- Governance-friendly features: No excise tax gross-ups; anti-hedging/pledging; say-on-pay favorable; no excessive change-in-control severance .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; clawback in place (alignment positive) .
- No separate CIC cash agreements or tax gross-ups disclosed (shareholder-friendly) .
- Related-party transactions overseen by Audit Committee; none material disclosed for NEOs .
- Section 16 compliance: Company not aware of any delinquent insider filings for 2024 .
Investment Implications
- Alignment: Boehm’s incentives are tightly linked to revenue, profitability (operating income, EPS), and multi-year EBITDA/ROIC, with meaningful equity at risk and double-trigger protections, suggesting strong pay-performance alignment and retention via staged RS/PSA vesting .
- Near-term supply/demand for shares: RS vesting events in Feb 2026 (8,273) and Feb 2027 (9,476), plus 2024–2026 PSA settlement in early 2027 and the 2023–2026 relative TSR PSAs, may create windows for insider sales or withholding for taxes; monitor Form 4s around those dates for potential selling pressure signals .
- Execution risk: 2022–2024 below-target EBITDA/ROIC led to sub-target PSA payouts, appropriately lowering realized equity; watch whether operational initiatives under Boehm’s expanded COO remit improve long-cycle profitability metrics, which drive his PSA outcomes .
- Governance: Strong shareholder-friendly compensation policies (no hedging/pledging, clawback, no CIC cash agreements) and robust say-on-pay support (96%) reduce governance risk premium .