Charles Kummeth
GenthermAbout Charles Kummeth
Independent director at Gentherm (THRM), age 64, serving since 2018. Former President & CEO of Bio-Techne (2013–2024), with prior senior roles at Thermo Fisher and 3M; holds an MS in Software Development and Design (University of St. Thomas), an MBA (University of Minnesota – Carlson), and a BS in Electrical Engineering (University of North Dakota). The Board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bio-Techne Corporation | President & CEO; Director | 2013–2024 | Senior leadership, public company governance |
| Thermo Fisher Scientific | President, Mass Spectrometry & Chromatography | 2011–2013 | Product leadership; R&D commercialization |
| Thermo Fisher Scientific | President, Laboratory Consumables Division | 2009–2011 | Operations leadership |
| 3M Corporation | Vice President, Medical Division; various roles | 24 years; VP 2006–2008 | Medical industry expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Mountain Capital Group, L.P. | Senior Advisor | 2024–Present | Private equity advisory; governance perspective |
| Quantum-Si, Inc. | Director | 2024–Present | Public company oversight; life sciences |
| Orthofix Medical, Inc. | Director | 2023–Present | Public company oversight; medtech |
| Bio-Techne Corporation | Director | 2023–2024 | Public company oversight |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Mergers & Acquisitions | Chair | 4 | Oversees M&A strategy, approvals, and post-close integration |
| Compensation & Talent | Member | 5 | Executive compensation, equity plans, consultant oversight |
| Technology | Member | 4 | Technology roadmap, R&D, innovation risk oversight |
- Independence: Eight of nine directors are independent; Kummeth is independent; all Board committees are fully independent .
- Attendance: Board met six times in 2024; directors (including committee members) attended nearly 100% of aggregate meetings; all directors attended the 2024 annual meeting .
- Committee effectiveness: Compensation Committee engages independent consultant (Meridian), no conflicts; Clawback policy administration; enhanced grant guidelines adopted in March 2025 .
Fixed Compensation
| Component (2024 Program) | Amount ($) | Detail |
|---|---|---|
| Annual Cash Retainer – non-employee directors | 86,000 | Paid in advance post-annual meeting |
| Chair of the Board cash retainer | 166,000 | Increased by $20,000 effective 2024 |
| Committee Chair – M&A/Comp/NCG/Tech | 15,000 | Per committee |
| Committee Member – M&A/Comp/NCG/Tech | 7,500 | Per committee |
| Committee Chair – Audit | 20,000 | |
| Committee Member – Audit | 10,000 |
| Charles Kummeth – 2024 Director Pay | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 116,000 |
| Stock Awards (grant-date fair value) | 135,017 |
| Total | 251,017 |
- No meeting fees; Company reimburses out-of-pocket expenses; maximum annual director comp under 2023 Equity Plan capped at $600,000 .
Performance Compensation
| Grant Date | Equity Type | Grant-Date Fair Value ($) | Shares Granted | Vesting |
|---|---|---|---|---|
| May 16, 2024 | Restricted Stock (annual equity retainer) | 135,017 | 2,662 shares (at $50.72 close) | Earlier of first anniversary or next annual meeting; forfeiture on early termination subject to Committee discretion for death/disability/retirement |
| May 8, 2025 | Award/Grant (Form 4) | 0 (reported price) | 5,075 shares | Post-transaction ownership 21,645 shares; filing link: https://www.sec.gov/Archives/edgar/data/903129/000095017025068169/0000950170-25-068169-index.htm |
- Directors receive restricted stock; no options/PSUs are disclosed for directors; during restricted period, full shareholder rights but no sale/pledge allowed until vest .
Other Directorships & Interlocks
| Company | Relationship to THRM | Potential Interlock/Conflict Consideration |
|---|---|---|
| Orthofix Medical, Quantum-Si | Unrelated to THRM’s automotive core; THRM has medical segment | Knowledge transfer beneficial; no related person transactions disclosed among directors |
| Bio-Techne (prior) | Unrelated supplier/customer per proxy | No related person transactions disclosed |
- Overboarding policy: non-CEO directors limited to four additional public boards; notice required; Board may limit or grant exceptions; Kummeth’s current count appears within guideline .
Expertise & Qualifications
- Medical industry, senior leadership, public company governance, global management, financial/accounting, R&D/commercialization credentials .
- Board’s skills matrix highlights governance, public company, senior leadership, automotive and global management coverage across directors; Kummeth contributes medical industry and technology commercialization experience .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | Notes |
|---|---|---|
| March 11, 2025 | 16,570 | Includes 2,662 unvested restricted shares; less than 1% of class |
| May 8, 2025 (post-grant) | 21,645 | As reported in Form 4 (award of 5,075 shares) https://www.sec.gov/Archives/edgar/data/903129/000095017025068169/0000950170-25-068169-index.htm |
| May 16, 2024 (post-grant) | 16,570 | As reported in Form 4 (award of 2,662 shares) https://www.sec.gov/Archives/edgar/data/903129/000095017024062513/0000950170-24-062513-index.htm |
- Director stock ownership guidelines: minimum five times base annual cash retainer ($86,000 → $430,000 equivalent); unvested restricted stock counts; retain all vested shares until guideline met .
- Hedging/pledging prohibited by Securities Trading Policy; margin accounts prohibited .
Say-on-Pay & Shareholder Feedback
| Annual Meeting | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| May 16, 2024 | 24,836,299 | 4,120,690 | 9,946 | 1,047,807 |
| May 8, 2025 | 26,109,272 | 1,872,195 | 236,483 | 1,044,591 |
- 2025 say-on-pay passed with strong shareholder support; auditor ratification received >29M votes for 2025 .
Compensation Committee Analysis
- Members: John Stacey (Chair), Charles Kummeth, Betsy Meter .
- Independent consultant: Meridian Compensation Partners; re-engaged in 2024; Compensation Committee retained sole authority; no other services or conflicts .
- Governance features: clawback policy, stock ownership guidelines, grant timing/pricing guidelines, prohibition on repricing options/SARs, hedging/pledging ban .
Related Party Transactions
- No related person transactions disclosed among directors or executive officers; Audit Committee oversees new related party transaction policy and approvals .
Governance Assessment
- Strengths: Independent status; chairs M&A Committee and serves on Compensation & Technology; strong attendance culture; prohibited hedging/pledging; ownership guidelines with retention; robust committee charters and use of independent advisors; strong say-on-pay support .
- Alignment: Receives mix of cash + time-based restricted stock; 2024 equity retainer increased to align with market median; Kummeth’s cash fees reflect base + chair + two committee memberships; equity grants vest on annual cycle, supporting ongoing engagement .
- Potential watch items: Multiple public boards (within policy) ; THRM’s medical business overlap with his medtech background—beneficial for oversight; no related transactions disclosed .
- RED FLAGS: None observed—no hedging/pledging, no related-party exposure, no option repricing, and near-100% attendance .
