John Stacey
GenthermAbout John Stacey
John Stacey, age 59, is an independent director of Gentherm (THRM) since 2018. He is the retired EVP and Chief Human Resources Officer of Harman International and previously held senior HR roles at Anheuser‑Busch InBev; he holds a Bachelor of Commerce from Memorial University of Newfoundland. On the Board, he chairs the Compensation and Talent Committee and serves on the Nominating and Corporate Governance Committee, bringing deep HR, global management, and automotive industry experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harman International Industries, Inc. | Executive Vice President & Chief Human Resources Officer | 2008–2022 | Led global HR; deep executive compensation and pay‑for‑performance design experience |
| Harman International Industries, Inc. | Senior Advisor | 2022–2023 | Advisor to leadership post-retirement |
| Anheuser‑Busch InBev SA/NV | Vice President, People (North America; Central & Eastern Europe); other senior HR roles | 1990–2008 | Multi‑national HR leadership; talent development across geographies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Powell Industries, Inc. | Director (public company) | 2022–Present | Public board experience; specific committee roles not disclosed in THRM proxy |
Board Governance
- Independence: The Board affirmed Stacey is independent under Nasdaq rules; eight of nine directors are independent and all committees are fully independent .
- Committee assignments: Compensation and Talent Committee Chair; Nominating & Corporate Governance Committee member .
- Attendance and engagement: The Board met six times in 2024; directors serving in 2024 attended nearly 100% of aggregate Board and committee meetings, with regular executive sessions of independent directors .
- Compensation committee practices under Stacey’s chairmanship:
- Sole authority to engage independent consultants; Meridian engaged (re‑engaged in 2024) following competitive process; no conflicts and no other services to the company .
- Robust responsibilities: approve executive goals and compensation, administer incentives/equity, oversee risk in pay, shareholder engagement on comp, and enforce clawback policy .
- 2024 program streamlined metrics with rTSR PSU modifier; strong pay‑for‑performance emphasis .
Fixed Compensation (Director)
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 108,500 |
| Total Annual Cash Retainer Framework (Board): Chair $166,000; other directors $86,000; committee chair/member fees per schedule | Program terms; not individualized to Stacey beyond totals |
Performance Compensation (Director)
| Component | Grant/Measurement | Detail |
|---|---|---|
| Stock Awards (Restricted Stock) | 2024 equity retainer | $135,017 grant-date fair value; grants on May 16, 2024; shares determined by dividing target value by grant-date closing price; vest on earlier of first anniversary or next annual meeting |
| Unvested Restricted Stock Held | As of Dec 31, 2024 | 2,662 shares unvested for each continuing non‑employee director, including Stacey |
Note: Director equity is time‑based restricted stock; no performance metrics apply to director equity awards (performance metrics cited in proxy apply to executive PSUs) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Powell Industries, Inc. (2022–Present) |
| Interlocks/transactions | No related person transactions reported in 2024; Board committees fully independent . |
Expertise & Qualifications
- Human resources and executive compensation expertise; multi‑national HR leadership .
- Automotive industry familiarity; global management; senior leadership; public company governance .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial Ownership (Shares) | 17,745 |
| Unvested Restricted Stock Included in Ownership Test (as of 3/11/2025) | 2,662 |
| Ownership Guidelines (Directors) | Required minimum: 5x base annual cash retainer; shares that vest must be retained until guideline met |
Insider Trades and Section 16 Compliance
| Item | Detail |
|---|---|
| Delinquent Section 16 filings (2024) | None reported for Stacey; proxy notes late filings for two other insiders (Eyler, Wang), and that all other transactions were timely reported . |
Governance Assessment
- Strengths
- Independent director with deep HR and pay‑for‑performance expertise; chairs a well‑structured Compensation and Talent Committee with independent consultant and strong governance controls (clawback, stock ownership, equity grant timing/pricing rules) .
- High engagement norms: nearly 100% attendance, executive sessions at each regularly scheduled Board meeting, proactive succession oversight; strong policy suite (Code overhaul in 2023/approved 2024; Securities Trading Policy with prohibitions on hedging/pledging) .
- Director compensation balanced: cash + modest equity; total for Stacey in 2024 was $243,517 (cash $108,500; stock $135,017), aligning director incentives with shareholder interests via equity retainer .
- Potential watch items
- Broader say‑on‑pay support was ~86% in 2024—acceptable but not overwhelming; continued investor engagement advisable (Stacey’s committee leads comp engagement) .
- No specific per‑director attendance disclosures; aggregate “nearly 100%” suggests strong attendance but continued monitoring is prudent .
- Conflicts/related‑party exposure
- No related person transactions for 2024; hedging and pledging of company stock are prohibited for directors; robust RPT policy with Audit Committee oversight .
Overall signal: Stacey’s leadership on the Compensation and Talent Committee, coupled with independent consultant use, clawbacks, stock ownership guidelines, and anti‑hedging/pledging policies, supports investor confidence in THRM’s governance and pay practices .
