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Jaymi Wilson

Senior Vice President and General Manager, North America Automotive; Global Sales and Marketing at GenthermGentherm
Executive

About Jaymi Wilson

Jaymi Wilson, age 48, is Senior Vice President and General Manager, North America Automotive, Global Sales and Marketing at Gentherm (THRM), appointed to this role in January 2023. She holds a B.S. in Mechanical Engineering from the University of Michigan and an MBA from Eastern Michigan University, with a career spanning manufacturing, engineering, business planning, sales, strategy, and corporate development across automotive companies including Visteon and SMR Automotive . In 2024, Gentherm delivered Product Revenue of $1,456.1 million and Adjusted EBITDA of $182.9 million, with company TSR value of $89.94 versus a peer TSR of $80.91; executive incentives were anchored to Adjusted EBITDA, revenue, relative revenue growth, and a TSR modifier for long-term PSUs .

Past Roles

OrganizationRoleYearsStrategic Impact
GenthermSVP & GM, North America Automotive, Global Sales & MarketingJan 2023–present Leads regional automotive P&L and global sales/marketing execution
GenthermSVP, Strategy, Marketing & Corporate Communications2018–2022 Drove corporate strategy, marketing positioning, and communications
GenthermVP & GM, Medical Business2017–2018 Led medical segment operations and growth initiatives

External Roles

OrganizationRoleYearsStrategic Impact
VisteonVarious roles in manufacturing, engineering, business planning, sales management, strategy, corporate developmentNot disclosed Contributed to operational and commercial capabilities
SMR AutomotiveVarious rolesNot disclosed Expanded industry experience in automotive subsystems

Fixed Compensation

Element20232024Notes
Base Salary ($)$453,600 $467,208 3% increase effective Apr 1, 2024
Target Bonus (% of Salary)70% 70% Max payout 200% of target
Actual Annual Bonus ($)$378,392 Earned bonus factor 115.7%
PerquisitesCompany-owned automobile eligibility per executive policies Provided under offer letter framework

Performance Compensation

2024 Annual Cash Incentive – Metrics and Payout

MetricWeightThresholdTargetMaximumActualPayout (%)
Adjusted EBITDA ($mm)40% 168.0 187.0 208.0 193.9 132.9%
Revenue ($mm)40% 1,469.0 1,500.0 1,600.0 1,473.0 56.5%
Strategic Goals (Automotive NBAs / New Tech Wins / Renewable Energy Share)20% As set As set As set 2,400; 8; 17% respectively 200% each
Total Earned Bonus Factor115.7%

2024 Long-Term Equity – Grant Design and Targets

Grant DateInstrumentEquity Mix WeightMetricPerformance PeriodVestingTarget Value ($)
Mar 15, 2024PSUs60% of LT grant Adjusted EBITDA Margin (75% of PSUs) Annual 2024, 2025, 2026 and three-year to 12/31/2026 Cliff vest of earned PSUs at 3 years $405,000 (EBITDA Margin)
Mar 15, 2024PSUs60% of LT grant Three-year Relative Revenue Growth (25% of PSUs) Three-year to 12/31/2026 Cliff vest at 3 years $135,000 (Rel. Rev. Growth)
Mar 15, 2024PSUs ModifierApplies to PSUsRelative TSR ±25% modifier Three-year to 12/31/2026 Applied to PSU payout
Mar 15, 2024RSUs40% of LT grant Time-basedThree-year ratable annual vesting Ratable (1/3 annually) $360,000
2024 Equity – Granted UnitsCountNotes
RSUs granted (2024 award)6,759 Three-year ratable vesting
PSUs outstanding (2024 award)10,137 Unearned; valued at $404,669 at 12/31/24

Equity Ownership & Alignment

ItemAmountAs-OfNotes
Shares owned directly/indirectly16,367 Mar 11, 2025Beneficial ownership table
RSUs/PSUs vesting within 60 days4,831 Mar 11, 2025Included in total
Total beneficial ownership21,198 Mar 11, 2025Less than 1% of class
RSUs unvested (3/11/2022 grant)795; MV $31,736 Dec 31, 2024Valued at $39.92 per share
PSUs unearned (3/11/2022 grant)1,215; MV $48,489 Dec 31, 20242022 PSU earnout: ROIC 85%, EBITDA 0%, rTSR 0% determined in Q1’25
RSUs unvested (3/14/2023 grant)2,726; MV $108,822 Dec 31, 2024Valued at $39.92
PSUs unearned (3/14/2023 grant)7,356; MV $293,652 Dec 31, 2024Valued at $39.92; performance assumptions per plan
RSUs unvested (3/15/2024 grant)6,759; MV $269,819 Dec 31, 2024Valued at $39.92
PSUs unearned (3/15/2024 grant)10,137; MV $404,669 Dec 31, 2024Valued at $39.92
2024 stock awards vested3,632 shares; $196,091 value 2024Value realized excludes fees/taxes
Deferred compensation – 2024Exec contrib $130,254; Company contrib $4,944; Earnings $18,471; Balance $237,762 Dec 31, 2024NQDC participation
Pledging/HedgingProhibited by policy Governance policy includes prohibition on pledging/hedging
Stock ownership guidelinesIn place Policy noted; specific multiples not disclosed

Employment Terms

ProvisionDetail
Offer letter datesInitial offer letter Nov 11, 2013; amendments at promotion to VP Jul 11, 2018 and to executive officer Sep 14, 2021
Initial exec comp termsBase salary $350,000 at 2021 promotion; target bonus 50%; equity eligibility; welfare benefits; company automobile
Severance – termination without cause / good reasonLump-sum: 1 year of salary + pro-rata current bonus at target; 1 year health & welfare benefits; outplacement per plan
Change-in-control (double trigger)If terminated within first 12 months post-CIC: 24 months salary + 2 years of target bonus; 18 months health benefits; accelerated vesting of RSUs; PSUs vest based on actual performance through CIC for stock price/TSR measures and at target for other measures
Potential payments (illustrative at 12/31/24)Severance amount $1,121,299 (no CIC); Severance $1,588,507 + equity accel $1,157,187 (with CIC termination within 12 months); total $2,745,694
Non-compete / Non-solicit12 months post-termination; severance conditioned on release and compliance
Clawback policyNewly adopted clawback policy overseen by Compensation & Talent Committee

Compensation Structure Analysis

  • Mix shifts emphasize performance-based pay: 2024 design weighted 60% PSUs and 40% RSUs for non-CEO NEOs; PSUs focused on Adjusted EBITDA Margin (75%) and Relative Revenue Growth (25%) with rTSR modifier ±25% .
  • Annual plan simplification: 2024 plan reduced metrics and used independent payout on three goals; Adjusted EBITDA overachieved while revenue underachieved, strategic goals maxed, yielding a 115.7% earned bonus factor .
  • Objective adjustment policy: PSU goals adjusted for specified unusual items (e.g., M&A, restructuring, regulatory/accounting changes); TSR peers maintained since 2018; FX adjustments generally excluded for PSUs .

Compensation Peer Group and Say-on-Pay

  • Relative TSR comparator group includes 25 automotive/industrial peers (e.g., Adient, Aptiv, BorgWarner, Ford, GM, Lear, Magna, Sensata, Visteon) .
  • Say-on-pay: 2024 annual meeting approval of 2023 NEO compensation was ~86% .

Governance and Committee Oversight

  • Compensation & Talent Committee members: John Stacey (Chair), Charles Kummeth, Betsy Meter; focus includes executive compensation alignment, clawback policy, stock ownership guidelines, and risk mitigation .

Investment Implications

  • Alignment: High portion of at-risk, performance-linked equity with multi-year PSU design and rTSR modifier suggests strong linkage to profitability/margin expansion and relative growth; prohibition on pledging/hedging reduces misalignment risk .
  • Retention: Double-trigger CIC protections (24 months salary + 2 years target bonus and equity acceleration) and 12-month non-compete/non-solicit support retention; significant unvested RSUs/PSUs across 2023–2024 reinforce multi-year commitment .
  • Trading signals: Scheduled three-year RSU vesting cadence and PSU outcomes tied to EBITDA margin and relative revenue growth may create periodic vesting-related liquidity, but 2024 realized vesting value was modest ($196k), and policy prohibits hedging/pledging .
  • Performance execution risk: 2024 revenue under target (56.5% payout) while EBITDA outperformed (132.9%) and strategic goals maxed; PSU earnout for 2022 showed zero payout on EBITDA and TSR components, highlighting potential variability in long-term performance realization .