Jonathan Douyard
GenthermAbout Jonathan Douyard
Jonathan Douyard, age 45, was appointed Executive Vice President, Chief Financial Officer and Treasurer of Gentherm (THRM) effective January 1, 2025, after serving as CFO of The Shyft Group (2020–2024); prior roles include CFO at Fluke (2016–2020), CFO roles in Sikorsky/UTC/Lockheed Martin (2012–2016), and finance leadership at GE (2001–2012). He holds a B.S. in Finance from Bentley University and is a graduate of GE’s Financial Management Program and Corporate Audit Staff . Company performance context: THRM delivered record 2024 Adjusted EBITDA of $182.9M and GAAP diluted EPS of $2.06 with net leverage ~0.5x, and secured $2.4B of automotive new business awards, underpinning performance-linked compensation structures for executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Shyft Group (Nasdaq: SHYF) | Chief Financial Officer | Mar 2020 – Dec 2024 | Drove financial performance, cash generation, M&A activities, strengthened controls, developed finance org |
| Fluke (Fortive/Danaher) | Chief Financial Officer | May 2016 – Mar 2020 | Led finance and IT functions at a global industrial technology company |
| Sikorsky (UTC → Lockheed Martin) | CFO, Commercial Systems & Services | May 2012 – May 2016 | Finance leadership in aerospace; commercial systems and services |
| General Electric | Multiple CFO/FP&A roles | 2001 – 2012 | Graduated FMP and Corporate Audit Staff; varied finance leadership roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public board roles disclosed for Douyard |
Fixed Compensation
| Element | 2025 Value | Notes |
|---|---|---|
| Base Salary | $600,000 | Per offer letter |
| Target Bonus (% of Base) | 80% | Senior Level Bonus eligibility |
| Make-whole Cash Bonus | $1,300,000 | Paid in two equal installments (Mar 2025; within 45 days of Jul 1, 2025) |
| Automobile Allowance | $12,000 | Annual |
Performance Compensation
Long-Term Equity – 2025 Grants and Design
| Component | Grant Value | Mix | Vesting | Performance Metrics / Modifier |
|---|---|---|---|---|
| Annual 2025 Equity | $1,100,000 | 60% PSUs / 40% RSUs | RSUs time-vest (standard three-year ratable); PSUs cliff per plan | PSUs: 75% Adjusted EBITDA Margin growth (annual + 3yr), 25% YoY Revenue Growth; Relative TSR modifier ±25% |
| Make-whole RSU Grant | $2,000,000 | 100% RSUs | Pro rata annually on first three anniversaries of 2/24/2025 grant date | Retention-focused equity; subject to clawback and termination terms per offer letter |
Annual Bonus Plan – Company Design (Most recent disclosed)
| Metric | Weight | Targeting Framework | 2024 Actual/Payout (context) |
|---|---|---|---|
| Adjusted EBITDA | 40% | Full-year goal; payout 50%–200% | $193.9M → 132.9% payout |
| Revenue | 40% | Full-year goal; payout 50%–200% | $1,473.0M → 56.5% payout |
| Strategic Goals (Automotive New Business Awards, New Technology Wins, Increase in Renewable Energy Share) | 20% (sub-weights 40%/40%/20%) | Threshold/Target/Max each goal | All achieved at 200% (Awards $2,400M; Tech Wins 8; Renewable energy share +17%) |
Note: 2025 PSU program replaces “Relative Revenue Growth” with “YoY Revenue Growth” in PSU design; bonus plan metrics for 2025 were not separately disclosed beyond target bonus eligibility .
Equity Ownership & Alignment
- Stock Ownership Guidelines: CEO 300% of base; other executive officers 100% of base; must retain all vested shares until guideline met; compliance measured annually (as of May 31, 2024, no executive officer was below guideline; Douyard joined in 2025) .
- Clawback Policy: Applicable to executive officers; 2023 Equity Plan awards subject to clawback; Compensation Committee administers .
- Hedging/Pledging: Prohibited under Securities Trading Policy; margin accounts prohibited; Rule 10b5-1 plan guidelines with cooling-off periods and pre-clearance; quarterly blackout periods apply .
- Beneficial Ownership: Douyard not listed in the March 11, 2025 beneficial ownership table (new appointment), so shares/percent ownership not disclosed at that record date .
Employment Terms
| Feature | Term / Provision | Notes |
|---|---|---|
| Employment status | At-will | NEO contracts typically have no fixed term |
| Severance Plan | Discretionary plan for U.S.-based employees; case-by-case benefits for terminations without cause | Implemented in 2021 for consistency; requires separation agreement/release |
| Change-in-Control | No single-trigger; double-trigger acceleration for RSUs; PSUs vest based on actual TSR or at target for non-TSR metrics upon CIC + qualifying termination | As per 2023 Equity Plan and award agreements |
| Tax Gross-ups | None | Company not obligated to provide excise tax gross-ups; 280G/4999 acknowledged |
| Make-whole Awards | Cash and RSUs with specified vesting and payment schedules | Cash in two installments; RSUs vest pro rata over 3 years |
Performance & Track Record
- Capital allocation and M&A posture: Douyard emphasized optionality with net leverage ~0.5x, targeting margin-accretive deals to lift mid-teens EBITDA profile and ROIC; portfolio shift toward 70% light vehicle and 30% adjacencies/medical .
- Margin stewardship and guidance: Addressed tariff headwinds (~15 bps) and timing of recoveries; narrowed EBITDA guidance range with expectation of margin expansion in Q4 driven by operational improvements .
- Growth initiatives: Highlighted impact of scaling medical business with ~50% gross margin vs company ~24–25% and the flow-through benefits from higher-margin adjacencies .
Compensation Governance and Peer Benchmarking
- Pay-for-performance: Significant at-risk/equity-based mix; annual bonus caps and multi-year PSU performance periods to align with long-term value creation .
- Peer group: Compensation benchmarking uses a ~15-company peer set (Belden, Columbus McKinnon, CTS, Dorman, Fabrinet, Fox Factory, Gentex, Kimball Electronics, LCI Industries, Littelfuse, Methode, Modine, Standard Motor Products, Stoneridge, Visteon) .
- Say-on-Pay: 86% approval at the 2024 annual meeting for 2023 NEO compensation .
Vesting Schedules & Insider Selling Pressure
- 2025 Make-whole RSUs: Pro rata vesting annually on 2/24/2026, 2/24/2027, 2/24/2028; potential selling pressure around these dates mitigated by ownership guidelines and trading policy (blackouts/pre-clearance; hedging/pledging ban) .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited (reduces misalignment risk) .
- Related Party Transactions: None reported for 2024; new Related Person Transaction Policy with Audit Committee oversight .
- Section 16 compliance: No Douyard issues disclosed; minor late filings referenced for other insiders (context only) .
Investment Implications
- Strong alignment: High at-risk pay and PSU metrics tied to EBITDA margin growth and revenue growth, plus rTSR modifier, should align Douyard’s incentives with profitability, growth, and share performance .
- Retention: Significant make-whole cash ($1.3M) and RSU ($2.0M) plus recurring equity ($1.1M) with three-year vesting lowers near-term attrition risk; watch scheduled RSU vest dates for potential supply effects .
- Governance safeguards: No single-trigger CIC, clawbacks, ownership guidelines, and hedging/pledging ban mitigate adverse incentives and reduce governance risk .
- Execution upside/risk: With net leverage ~0.5x and M&A optionality, Douyard’s capital discipline and margin-accretive deals could support mid-teens EBITDA ambitions; tariff pass-through timing and China headwinds remain operational risks .
