Barbara Runyon

About Barbara Runyon

Barbara J. Runyon is Senior Vice President and Chief Human Resources Officer (CHRO) at Gentherm (THRM), appointed in August 2018; she leads total rewards, talent acquisition/management, engagement, and HR strategy. She holds an MBA (Organizational Development) from Wayne State University and a BS in Human Resources from Michigan State University; she previously served as CHRO at La‑Z‑Boy (2015–2018) and spent 14+ years at PepsiCo/The Pepsi Bottling Group; she also sits on the board of trustees of Michigan College Alliance . Gentherm’s pay-for-performance framework ties executive incentives to Adjusted EBITDA, revenue, Adjusted EBITDA margin, relative revenue growth and a relative TSR modifier; in 2024, company results drove a 115.7% bonus payout for Runyon with Adjusted EBITDA at $193.9M (132.9% payout) and revenue at $1,473.0M (56.5% payout), plus maximum payouts on strategic goals .

Past Roles

External Roles

Fixed Compensation

2024 target bonus as % of base salary: 60%, consistent with 2023; max bonus opportunity 200% of target .

Performance Compensation

2022 PSU outcomes determined in Q1 2025: ROIC earned 85.0% (actual ROIC 12.8%), Adjusted EBITDA 0% (actual $493M below threshold), Relative TSR 0% (21st percentile of peer group) .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO at 300% of base salary; other executive officers at 100%; must retain vested shares until compliant; as of May 31, 2024, no executive was below the guideline .
• Hedging/pledging: Company policy prohibits hedging and pledging; clawback policy in place .
• Equity plans: As of 12/31/2024, shares reserved for RSUs/PSUs under equity plans; total remaining available 3,448,234 shares .

Employment Terms

• Offer letter (June 18, 2018): initial base salary $370,000; target bonus 50% of base; eligibility for equity awards; signing and retention bonus $250,000; initial RSUs $400,000 with 60% performance-based vesting over first three years and 40% time-based vesting over three years .
• Severance (employment contract):
  • Termination without cause or for good reason: one year of salary + pro‑rata current bonus at target; one year of health & welfare; outplacement eligibility; equity generally forfeited unless otherwise provided .
  • Change in control plus termination within 12 months (double trigger): 24 months of salary + 2 years of target bonus; 18 months of health & welfare; accelerated vesting of RSUs; PSUs vest based on actual performance for stock price/TSR metrics and at target for other metrics; vest timing per plan .
• Estimated payments (as of 12/31/2024):
  • Severance amount (no CIC): $1,048,897
  • Enhanced severance (within 12 months post-CIC): $1,526,599
  • Accelerated equity vesting value (CIC+termination): $1,024,812
• Non‑compete/non‑solicit: severance conditioned on 12 months post‑termination compliance .
• Tax gross‑ups: Company not obligated to provide 280G excise tax gross‑ups .

Say‑on‑Pay & Compensation Governance

• 2024 annual meeting say‑on‑pay (for 2023 NEO comp): ~86% approval .
• Compensation Committee: independent oversight; named members John Stacey (Chair), Charles Kummeth, Betsy Meter .
• Relative TSR peer group used for PSUs (consistent since 2018): Adient, American Axle, Aptiv, BorgWarner, Cooper‑Standard, Dana, Dorman, Ford, Fox Factory, GM, Gentex, LCI, Lear, Magna, Modine, MPAA, Sensata, Standard Motor Products, Stoneridge, Goodyear, THOR, Visteon, Winnebago .

Risk Indicators & Red Flags

• Related party transactions: none required to be reported for 2024 .
• Section 16 filings: company notes timely reporting by insiders in 2024; two late filings involved other executives in early 2025, not Runyon .
• Equity award modifications: PSU program streamlined in 2024; no repricing noted; caps: bonus 200% of target, PSU 250% incl. rTSR .

Investment Implications

• Pay-for-performance alignment is robust: 2024 cash incentives tied 80% to EBITDA/revenue and 20% to strategic goals; long-term PSUs emphasize Adjusted EBITDA margin and relative revenue growth with an rTSR modifier, supporting value creation focus and risk diversification .
• Retention risk moderate: employment terms provide one year cash severance (2x salary + 2x bonus under double trigger CIC), plus accelerated equity under CIC events, which may stabilize leadership through transitions but create higher payout potential in change‑of‑control scenarios .
• Alignment: personal ownership is modest (~0.077% of shares outstanding) but guidelines require 100% of salary ownership and prohibit hedging/pledging; regular RSU vesting and PSU cliffs may lead to periodic tax withholding sales but not necessarily discretionary selling pressure .
• Governance and shareholder feedback: strong say‑on‑pay approval (~86%) and presence of clawbacks/ownership guidelines reduce compensation risk; 2022 PSU outcomes (two zero‑payouts) demonstrate the Committee’s willingness to enforce performance hurdles, a positive alignment signal .