Rafael Barkas
GenthermAbout Rafael Barkas
Senior Vice President, Global Operations and Supply Chain at Gentherm (THRM), age 54. Appointed SVP in August 2019 after joining Gentherm in October 2018; tenure ~6 years in the current role as of March 2025 . Education: B.S. Mechanical Engineering (New Jersey Institute of Technology) and MBA (Pepperdine Graziadio) . Company performance context during his leadership period: 2024 product revenue $1,456.1M, record Adjusted EBITDA $182.9M, GAAP diluted EPS $2.06, and $2.4B automotive new business awards; EBITDA margin expanded 30 bps YoY . Gentherm’s long‑term incentive design includes a relative TSR modifier; 2022 PSU cycle paid 0% on TSR (21st percentile) and 0% on Adjusted EBITDA, with 85% on ROIC, underscoring strict pay-for-performance calibration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gentherm | VP, Battery Thermal Management | Oct 2018–Aug 2019 | Led battery thermal initiatives prior to promotion; foundation for EV-aligned product portfolio . |
| Magneti Marelli | Head of NAFTA Electronics | Mar 2018–Oct 2018 | Ran sales, engineering, PM, purchasing, quality, manufacturing for NAFTA electronics; end-to-end leadership . |
| Harman International (Samsung) | VP Operations, Automotive Audio; GM China; Director BD & Supply Chain | 2004–2018 | Managed manufacturing/quality across 7 sites (NA, China, Europe); P&L growth and global scaling of automotive audio . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed for Barkas . |
Fixed Compensation
- Specific base salary and cash compensation for Barkas are not individually disclosed in the proxy. Gentherm’s program annually reviews executive base salaries, with typical merit increases of ~3–5% (2024 increases applied to continuing NEOs) .
- Officers participate in standard benefits (401(k) match for U.S.-based staff, auto benefit aligned with role/location), with additional expatriate benefits only for certain assignments; no executive-specific perquisites for Barkas are disclosed .
Performance Compensation
Annual Bonus – Senior Level Bonus Plan (executive officers)
| Metric | Weight | Period | Threshold | Target | Maximum | 2024 Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 40% | FY2024 | 168.0 | 187.0 | 208.0 | 193.9 | 132.9% | Cash; one-year performance . |
| Revenue ($mm) | 40% | FY2024 | 1,469.0 | 1,500.0 | 1,600.0 | 1,473.0 | 56.5% | Cash; one-year performance . |
| Strategic goals (composite) | 20% | FY2024 | — | — | — | See below | 200% (weighted) | Cash; one-year performance . |
| New Business Awards ($mm) | 8% of total | FY2024 | — | — | — | 2,400 | 200% | Sub-metric within Strategic . |
| New Technology Wins (#) | 8% of total | FY2024 | — | — | — | 8 | 200% | Sub-metric within Strategic . |
| Increase in Renewable Energy Share (%) | 4% of total | FY2024 | — | — | — | 17% | 200% | Sub-metric within Strategic . |
Notes: Each goal pays independently with 50%/100%/200% thresholds; objective adjustment policy governs unusual items (M&A, restructuring, regulatory/accounting changes, FX, etc.) .
Long-Term Incentives – PSUs/RSUs structure (executive officers)
| Instrument | Weight | Metrics | Targets/Measurement | Modifier | Vesting |
|---|---|---|---|---|---|
| PSUs | 60% of grant value (non-CEO) | Adjusted EBITDA Margin (75% of PSUs); Three-Year Relative Revenue Growth (25%) | Annual and 3-year margin expansion; 3-year relative revenue vs auto peers | +/-25% based on relative TSR vs peer group (25th/75th percentile thresholds) | Cliff vest at ~3 years; earned per metric; modifier applied aggregate . |
| RSUs | 40% of grant value (non-CEO) | Time-based | — | — | Ratable over 3 years (1/3 annually) . |
Peer set for relative TSR includes major auto suppliers/OEMs (e.g., Aptiv, BorgWarner, Magna, Lear, Visteon, GM, Ford), consistent since 2018 . 2022 PSU outcomes: ROIC 85% earned; Adjusted EBITDA 0%; relative TSR 0% (21st percentile) .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 300% of base salary; other executive officers 100% of base salary; participants must retain vested shares until meeting guideline. As of May 31, 2024, no executive officer was below the guideline .
- Securities Trading Policy: Quarterly trading blackouts, preclearance, Rule 10b5‑1 plan cooling-off and restrictions; explicit prohibition on hedging, pledging, speculative trading, and margin accounts .
- Beneficial ownership: The proxy enumerates directors and NEOs; Barkas is not individually listed in the beneficial ownership table (non-NEO executive). Aggregate executives/directors held 437,059 shares (1.4% of outstanding) as of March 11, 2025 .
- Form 4 activity: Recent insider trade retrieval for Barkas was not available during this session; company policy limits pledging/hedging .
Employment Terms
- Employment status: Executives are generally at-will; NEO contracts are summarized, but no Barkas-specific agreement is disclosed .
- Severance framework: Discretionary Severance Plan for U.S.-based employees (including executive officers) for terminations without cause, conditioned on release and compliance with non-compete, non-solicit, and non-disparagement; change-in-control provisions provide enhanced severance for certain roles; specific Barkas multiples are not disclosed .
- Equity treatment (plans): Upon double trigger (termination without cause/for good reason within 12 months post‑CoC), RSUs vest; PSUs vest based on actual TSR or at target for non-TSR metrics (timing per plan year). Committee retains discretion to accelerate under specified circumstances (death/disability/retirement, no-cause termination, agreement, or in anticipation of CoC) .
- Clawback: Nasdaq-compliant recovery policy (effective Nov 9, 2023) mandates recovery of incentive-based compensation received on/after Oct 2, 2023 upon covered accounting restatements, regardless of fault; prior policy (pre-Oct 2, 2023) allowed recovery for material errors tied to misconduct/negligence within a 3-year lookback .
Investment Implications
- Alignment: Barkas participates in a program heavily weighted to objective, multi-year financial metrics (Adjusted EBITDA margin and revenue growth) with an external relative TSR modifier, plus stringent ownership/anti-hedging policies—supporting shareholder alignment and discouraging short‑termism .
- Execution risk: 2022 PSU outcomes (0% on TSR and Adjusted EBITDA components) show that payouts can be curtailed when results or relative stock performance lag, highlighting disciplined performance gates across cycles .
- Retention: The mix of PSUs/RSUs (60/40 for non‑CEO), 3-year vesting, and standard severance/change‑in‑control protections provide retention but maintain at-risk pay—reducing guaranteed compensation risk. Absence of pledging and the mandatory hold‑until‑guideline rules further reinforce long-term alignment .
- Data gaps: Barkas’s individual base salary, annual bonus payout, grant values, and beneficial ownership are not separately disclosed in the proxy (non‑NEO executive). Monitoring future proxies and Form 4s remains essential for insider selling pressure and award sizing analytics .
