David Heinzmann
GenthermAbout David Heinzmann
David Heinzmann, age 61, has served as an independent director of Gentherm (THRM) since 2020. He is a former President & CEO of Littelfuse, Inc. (2017–2025) and currently serves as a Special Advisor at Littelfuse, bringing deep automotive, global manufacturing, strategic planning, and public company governance expertise. He holds a B.S. in Mechanical Engineering from Missouri University of Science and Technology and completed Stanford Directors’ College and the AeA/Stanford Executive Institute programs. He sits on THRM’s Audit, Mergers & Acquisitions (M&A), and Technology Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Littelfuse, Inc. | President & Chief Executive Officer | 2017–2025 | Oversaw global manufacturing, strategy, risk management, and governance as public company CEO; now Special Advisor |
| Littelfuse, Inc. | Chief Operating Officer | 2014–2017 | Operational leadership across global footprint |
| Littelfuse, Inc. | VP, Global Operations | 2007–2014 | Led global operations |
| Littelfuse, Inc. | Various roles (began as manufacturing engineer) | 1985–2007 | Progressive leadership across operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Littelfuse, Inc. | Director | 2017–2025 | Other public board service within last 5 years |
Board Governance
- Independence: The Board affirmed Heinzmann is independent under Nasdaq rules. It specifically reviewed Gentherm’s supplier relationship with Littelfuse (where he served as CEO) and concluded it does not impair his independence; payments for diodes (through distributors) were substantially below 1% of Littelfuse’s consolidated revenue for each of the last three fiscal years. All Board committees are fully independent.
- Committee assignments (2024–2025): Audit; Mergers & Acquisitions; Technology. Not a committee chair.
- Committee activity levels (2024): Audit (8 meetings); M&A (4 meetings).
- Board attendance: The Board met six times in 2024; directors attended nearly 100% of aggregate Board and committee meetings; all directors as of the meeting attended the 2024 annual meeting. Independent directors meet in executive session at each regularly scheduled Board meeting.
- Board composition: One-year terms; eight of nine directors independent; independent, non-executive Chair.
Fixed Compensation (Director)
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer – non-employee directors | $86,000 | Paid in advance after annual meeting |
| Audit Committee – member | $10,000 | Heinzmann is a member |
| M&A Committee – member | $7,500 | Heinzmann is a member |
| Technology Committee – member | $7,500 | Heinzmann is a member |
| Chair of the Board cash retainer | $166,000 | Not applicable to Heinzmann |
| 2024 total director cash (Heinzmann) | $111,000 | Consistent with base + committee member fees |
Performance Compensation (Director)
| Equity Component | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual equity retainer | $135,000 target; fair value recognized $135,017 | Vests on earlier of 1-year anniversary or next annual meeting | Granted as restricted stock; grant date May 16, 2024 at $50.72 per share |
| Unvested restricted shares at 12/31/2024 (per non-employee director) | 2,662 shares | Standard forfeiture on early termination; committee may accelerate for death/disability/retirement | Voting rights; cannot sell/pledge during restricted period |
No performance metrics apply to director equity; awards are time-based restricted stock, not performance share units.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Independence/Conflict Assessment |
|---|---|---|---|
| Littelfuse, Inc. | Director; former CEO | Supplier to Gentherm (provides diodes via distributors) | Board determined independence not impaired; payments were substantially below 1% of Littelfuse revenue in each of last three fiscal years; routine RFQ-based sourcing; Audit Committee oversees related person transaction policy |
Expertise & Qualifications
- Expertise areas: Automotive industry, global management, financial/accounting, public company leadership.
- Education: B.S. Mechanical Engineering (Missouri University of Science and Technology); Stanford Directors’ College (Stanford Law School); AeA/Stanford Executive Institute (Stanford GSB).
- Audit Committee financial experts on the committee are identified as Hundzinski, Kowalchik, and Meter; Heinzmann is a member but not designated as the “audit committee financial expert.”
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/11/2025) | 11,998 shares; less than 1% of outstanding (30,797,129 shares) |
| Unvested restricted stock included | 2,662 shares counted in ownership (per director) |
| Rights to acquire within 60 days | None listed |
| Pledging/Hedging | Prohibited by Securities Trading Policy; policy imposes blackout and pre-clearance |
| Director ownership guideline | ≥5x base annual cash retainer; retain all net shares until met |
Governance Assessment
- Strengths
- Independent director serving on three key committees (Audit, M&A, Technology), indicating high engagement and broad oversight scope.
- Strong attendance culture (nearly 100% aggregate), regular independent executive sessions, and robust committee activity (Audit: 8; M&A: 4).
- Director compensation aligns with peers; increased equity retainer in 2024 improves alignment; reasonable total director pay (Heinzmann: $246,017 in 2024).
- Ownership alignment via 5x retainer guideline and no hedging/pledging; annual equity grants create ongoing exposure to stock performance.
- Potential Risks/RED FLAGS
- Supplier interlock: Former CEO and director at Littelfuse, a THRM supplier. Mitigated by ordinary-course sourcing via RFQ, immaterial spend (<1% of Littelfuse revenue), Audit oversight, and Board independence determination. Still a monitoring point for potential perceived conflict.
- Additional Governance Controls
- No related person transactions required to be reported in 2024.
- Section 16 compliance: no delinquencies noted for Heinzmann; company disclosed other individuals’ late filings, but “all other transactions were timely reported.”
- Independent compensation consultant (Meridian) with no conflicts advises Compensation & Talent Committee; committee also reviews non-employee director compensation.
Director Compensation (Heinzmann) – 2024 Actual
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 111,000 |
| Stock Awards (grant date fair value) | 135,017 |
| Total | 246,017 |
Committee Assignments and Activity
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 8 | Committee includes three “audit committee financial experts” (other members); issues Audit Committee Report annually |
| Mergers & Acquisitions | Member | 4 | Chair: Charles Kummeth |
| Technology | Member | n/a disclosed | Committee is fully independent; charter available on IR site |
Attendance & Engagement
- Board met six times in 2024; directors attended nearly 100% of Board and committee meetings; all directors as of the meeting attended the 2024 annual meeting; independent directors meet in executive session at each regularly scheduled Board meeting.
Related-Party and Trading Policies
- Related Person Transaction Policy adopted January 2024; Audit Committee oversees approvals; no related person transactions required to be reported for 2024.
- Securities Trading Policy prohibits hedging and pledging; implements blackout and pre-clearance; Rule 10b5-1 plan guidelines enforced.
Education and Credentials
- B.S. Mechanical Engineering, Missouri University of Science and Technology.
- Stanford Directors’ College (Stanford Law School); AeA/Stanford Executive Institute (Stanford GSB).
Other Notes
- Board structure and best practices include independent, non-executive Chair and fully independent committees; one-year director terms; eight of nine directors are independent.
- Director compensation cap: $600,000 per outside director per calendar year under the 2023 Equity Plan.
