Betsy Meter
GenthermAbout Betsy Meter
Betsy Meter (age 64) is an independent director of Gentherm (THRM) since 2021; she is a CPA with deep automotive accounting expertise and serves as an SEC-designated audit committee financial expert . Her education includes a Bachelor’s in Accounting from Michigan State University and an Honorary Doctor of Law from Walsh College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP (Michigan) | Managing Partner | 2018–2020 | Senior leadership of large audit practice; governance and oversight |
| KPMG LLP (Michigan) | Partner-in-Charge of Audit | 2013–2017 | Led audit function; technical accounting leadership |
| KPMG LLP | Audit Partner | 24 years | Automotive OEM/supplier audit expertise; SEC and internal controls |
External Roles
| Organization | Role | Tenure | Public Company Committee Roles |
|---|---|---|---|
| None disclosed (past 5 years) | — | — | — |
Board Governance
- Committee assignments: Audit Committee Chair; member, Compensation and Talent Committee .
- Independence: The Board determined Meter is independent under Nasdaq rules; eight of nine directors are independent; no related person transactions disclosed for any director .
- Attendance and engagement: Board met six times in 2024; directors attended nearly 100% of Board and committee meetings; Audit Committee held 8 meetings; Compensation and Talent Committee held 5 meetings .
- Oversight areas: As Audit Chair, Meter oversees financial reporting, internal controls, enterprise risk management, cybersecurity reporting controls, and sustainability reporting internal controls; she delivers ESG oversight reports to the full Board alongside the NCG Chair .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Board annual cash retainer | Non-employee director | $86,000 |
| Audit Committee – Chair fee | Cash retainer | $20,000 |
| Compensation & Talent Committee – member fee | Cash retainer | $7,500 |
| Total cash fees earned (reported) | Meter’s 2024 cash compensation | $113,500 |
| Annual equity retainer (target) | Restricted stock; time-based vesting | $135,000 |
| Stock award grant-date fair value (reported) | Granted May 16, 2024 at $50.72/share | $135,017 |
| Shares granted (computed by company) | Unvested restricted stock held at 12/31/2024 | 2,662 shares |
| Vesting schedule | Earlier of first anniversary or next annual meeting | Time-based (no performance conditions) |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Performance-linked equity or cash for directors | Not applicable | Non-employee director compensation consists of fixed cash retainers and time-based restricted stock; no performance metrics or options used for directors . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (past 5 years) |
| Interlocks or shared directorships with THRM customers/suppliers | None disclosed for Meter; Board affirmed no related person transactions among directors |
Expertise & Qualifications
- Audit committee financial expert; extensive technical accounting experience focused on automotive OEMs and suppliers; senior leadership of large audit practice at KPMG .
- Governance and risk oversight capabilities through chairing Audit Committee, including cybersecurity, ERM, and sustainability-related reporting controls .
Equity Ownership
| Item | Detail |
|---|---|
| Unvested restricted stock (12/31/2024) | 2,662 shares (continuing non-employee directors) |
| Director stock ownership guidelines | Minimum 5× base annual cash retainer; retain vested shares until guideline met |
| Hedging/pledging | Prohibited by Securities Trading Policy; preclearance and blackout requirements; 10b5-1 plan guidelines enforced |
| Voting rights on restricted stock | Full shareholder rights, including voting, during restriction period |
| Compliance status vs guideline | Company disclosed two directors below guideline due to joining in 2023; individual compliance for Meter not specifically disclosed |
Governance Assessment
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Board effectiveness: Meter’s dual role as Audit Chair and Compensation Committee member positions her at the center of financial integrity and pay governance; the Audit Committee met 8 times in 2024 with broad oversight across reporting, controls, ERM, cybersecurity, derivatives, insurance, whistleblower processes, and related-party policy enforcement .
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Alignment and independence: Non-employee director pay structure is modest, retainer-based, with increased equity in 2024 to strengthen alignment; Meter is independent with no related person transactions, and the Board/committees reported nearly 100% attendance in 2024, supporting robust oversight .
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Compensation governance signals: Director program increased equity retainer by $10,000 and Chair cash by $20,000 in 2024 based on market benchmarking; equity awards are time-based, avoiding performance manipulation risk; director compensation is capped at $600,000/year under the equity plan .
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Shareholder confidence indicators: Say-on-pay support was ~86% in 2024, and the Board emphasizes proactive investor engagement, majority voting effects, independent Chair, committee independence, and nearly 100% attendance, all supportive of governance quality .
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RED FLAGS
- None disclosed for Meter: no related-party transactions, no hedging/pledging, no tax gross-ups, and no director overboarding under Gentherm’s guidelines .
