Laura Kowalchik
GenthermAbout Laura Kowalchik
Laura Kowalchik, 56, has served as an independent director of Gentherm (THRM) since 2023 and sits on the Audit Committee. She is currently the Chief Financial Officer of Methode Electronics, Inc. (2024–present), with prior CFO roles at Communications & Power Industries (2023–2024), Dayco (2019–2023), Kenwal Steel (2018–2019), and Urban Science (2014–2018). The Board has determined she qualifies as an “audit committee financial expert” under SEC rules and is independent under Nasdaq standards. She holds a BS in Business Administration (University of Richmond) and an MBA (Indiana University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Methode Electronics, Inc. | Chief Financial Officer | 2024–Present | Public company CFO; finance, reporting, M&A, IT oversight |
| Communications & Power Industries LLC | Chief Financial Officer | 2023–2024 | Led finance; involved in strategy, M&A, restructuring |
| Dayco Incorporated | Chief Financial Officer | 2019–2023 | Led finance, IT; global manufacturing focus |
| Kenwal Steel Corp. | Chief Financial Officer | 2018–2019 | Treasury, tax, reporting, budgeting responsibilities |
| Urban Science | Chief Financial Officer & Treasurer | 2014–2018 | Transformed finance organization |
| Kaydon Corporation | VP, Corp. Controller & Chief Accounting Officer | 2010–2014 | Senior finance leadership |
| Metaldyne; Microheat; Dura Automotive | Various senior finance roles | 1998–2010 | Automotive supplier finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Children’s Foundation | Board of Trustees; Finance & Audit Committee | Current (as of 2023 filing) | Non-profit board service |
| Other public company directorships | None | — | No public company boards within last 5 years |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 8 times in 2024, chaired by Betsy Meter .
- Financial expertise: Board determined Ms. Kowalchik is an “audit committee financial expert” under SEC rules .
- Independence: Board affirmatively determined she is independent under Nasdaq rules .
- Attendance and engagement: Board held six meetings in 2024; directors attended nearly 100% of their aggregate Board and committee meetings and all directors attended the 2024 annual meeting .
Audit Committee Snapshot
| Item | Detail |
|---|---|
| 2024 Meetings | 8 |
| Members | Betsy Meter (Chair), David Heinzmann, Ron Hundzinski, Laura Kowalchik |
| Scope highlights | Oversight of financial reporting, ICFR, disclosure controls; earnings releases; non-financial (sustainability) reporting; ERM; cybersecurity; whistleblower; related person transaction policy oversight |
| Audit Committee report signatories (2024 cycle) | Meter (Chair), Heinzmann, Hundzinski, Kowalchik |
Fixed Compensation
2024 Non-Employee Director Pay Program
| Component | Amount |
|---|---|
| Annual cash retainer – Chair of the Board | $166,000 |
| Annual cash retainer – Other non-employee directors | $86,000 |
| Audit Committee – Chair fee | $20,000 |
| Audit Committee – Member fee | $10,000 |
| Other committee – Chair fee (Comp/NCG/Tech/M&A) | $15,000 |
| Other committee – Member fee (Comp/NCG/Tech/M&A) | $7,500 |
| Annual equity retainer (restricted stock) | $135,000 |
- 2024 changes: Equity retainer increased by $10,000; Chair cash retainer increased by $20,000, based on Meridian benchmarking indicating equity at ~25th percentile and Chair cash ~20% below median .
2024 Director Compensation – Laura Kowalchik
| Year | Fees Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 96,000 | 135,017 | 231,017 |
Notes:
- Cash reflects pro-rated retainers around the May 16, 2024 annual meeting (Jan 1–May 16 and May 16–Dec 31) .
- Directors receive no perquisites; out-of-pocket expenses for meetings/training are reimbursed .
Performance Compensation
While director equity is time-based (not performance-based), key mechanics are below.
| Grant Date | Equity Type | Target Value ($) | Closing Price on Grant Date | Shares Granted | Vesting | Forfeiture/Acceleration |
|---|---|---|---|---|---|---|
| May 16, 2024 | Restricted Stock | 135,000 | $50.72 | 2,662 (each continuing director) | Earlier of first anniversary or next annual meeting | Forfeit on termination before vest; committee may accelerate for death, disability, or retirement |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None within last 5 years |
| Committee roles at other public companies | Not applicable (executive role at Methode Electronics, Inc.) |
| Interlocks/conflicts disclosed | None; Board independence affirmed; no director related person transactions disclosed |
Expertise & Qualifications
- Financial/accounting, IT, operations, M&A leadership across global companies; automotive industry exposure .
- Audit Committee Financial Expert designation under SEC rules .
- Education: BS, University of Richmond; MBA, Indiana University .
- Recent governance development: Completed Wharton executive education “Women on Boards” (Dec 2022) .
Equity Ownership
| Holder | Shares Owned | Rights to Acquire | Total | % of Class |
|---|---|---|---|---|
| Laura Kowalchik | 4,028 | — | 4,028 | <1% |
- Unvested restricted stock included as of March 11, 2025: 2,662 shares for each continuing non-employee director .
- Director stock ownership guidelines: ≥5x base annual cash retainer; must retain all vested shares until compliant; as of Dec 31, 2024, two non-executive directors were below the guideline due to joining in 2023 and are expected to meet guidelines over time via director awards .
- Hedging/pledging: Prohibited for directors; trading subject to blackout and pre-clearance policies .
Governance Assessment
- Independence & conflicts: Independent under Nasdaq standards; no related person transactions reported for 2024; Audit Committee oversees a formal related person transaction policy adopted in 2024; none required to be reported in 2024 .
- Board effectiveness: Active Audit Committee with 8 meetings; Kowalchik signs the Audit Committee report; Board met six times in 2024 with near-100% attendance; strong director training and self-evaluation processes .
- Alignment & pay structure: 2024 mix includes cash retainer and time-vested restricted stock; equity retainer increased to enhance market alignment; annual equity grants with one-year vesting or next annual meeting; robust ownership guidelines requiring meaningful stock ownership and retention .
- Risk mitigants: Prohibitions on hedging/pledging; strong securities trading policy; clawback policy in place for executive officers; equity plan prohibits repricing without shareholder approval and has no dividend payments on unvested awards .
- Shareholder sentiment: Say-on-pay support ~86% at 2024 annual meeting (for 2023 NEO comp), indicating generally supportive investor stance on compensation governance .
RED FLAGS: None disclosed regarding attendance, related party transactions, hedging/pledging, or compensation anomalies for directors. Continued monitoring appropriate for any potential commercial relationships between Gentherm and companies where Ms. Kowalchik serves in an executive capacity; the Company’s RPT policy assigns oversight to the Audit Committee and reported no related person transactions for 2024 .
