Ron Hundzinski
GenthermAbout Ron Hundzinski
Ron Hundzinski (age 66) is Gentherm’s independent, non-executive Chair of the Board, serving as Chair since the 2020 annual meeting and a director since 2016 . He brings deep CFO experience at large global automotive suppliers and is designated an “audit committee financial expert” by the Board; he holds a BBA in Finance from Western Michigan University and an MBA from the University of Colorado . He is currently a member of the Audit and Mergers & Acquisitions Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TI Fluid Systems | Chief Financial Officer & Executive Director | 2020–2023 | Large global auto supplier CFO experience; public company director experience |
| Tenneco Inc. | EVP, Finance | 2018–2019 | Senior finance leadership at major automotive supplier |
| BorgWarner, Inc. | EVP & CFO; prior Treasurer; Controller; various finance roles | 2012–2018 (CFO); 2005–2012 (other roles) | Extensive public company finance, controls, and operational exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| InfuSystem Holdings, Inc. | Director | 2024–Present | Current public company directorship |
| TI Fluid Systems | Executive Director (and CFO) | 2020–2023 | Public board role ended 2023 |
Board Governance
- Roles and independence: Independent, non-executive Chair; presides over Board and shareholder meetings and executive sessions; serves as liaison to the CEO; leads agendas, materials, and governance best practices oversight .
- Committee assignments: Member, Audit Committee and M&A Committee; designated an “audit committee financial expert” .
- Meetings and attendance: Board met 6 times in 2024; directors attended “nearly 100%” of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity levels (2024): Audit (8 meetings); M&A (4 meetings) .
- Governance policies: Majority voting effect policy for uncontested elections; fully independent committees; no related person transactions in 2024; related person transaction policy overseen by Audit Committee .
- Trading policy: Prohibits hedging and pledging of Company securities; pre-clearance and blackout periods enforced .
Fixed Compensation
| Component | 2024 Program Terms | Source |
|---|---|---|
| Annual Cash Retainer – Chair of the Board | $166,000 | |
| Annual Cash Retainer – Other Non-Employee Directors | $86,000 | |
| Committee Chair Cash Retainer | Audit: $20,000; Comp/NCG/Tech/M&A: $15,000 | |
| Committee Member Cash Retainer | Audit: $10,000; Comp/NCG/Tech/M&A: $7,500 |
- 2024 director compensation changes: Equity retainer increased by $10,000 and Chair cash retainer increased by $20,000 effective the 2024 annual meeting based on Meridian peer benchmarking (prior equity at ~25th percentile; Chair cash ~20% below median) .
- No perquisites; directors reimbursed for out-of-pocket meeting/training expenses .
Performance Compensation
| Equity Element (Directors) | 2024 Grant Mechanics | Vesting | Quantitative Detail |
|---|---|---|---|
| Annual Equity Retainer (Restricted Stock) | $135,000 target grant, determined by dividing by closing price on grant date | Earlier of first anniversary or next annual meeting; forfeiture on early termination (with discretionary acceleration for death/disability/retirement) | 2024 grant date: May 16, 2024; closing price $50.72; each continuing non-employee director held 2,662 unvested shares at 12/31/2024 |
- Director equity is time-based restricted stock (no performance metrics); directors receive voting rights during restriction but may not sell/pledge during restricted period .
Other Directorships & Interlocks
| Company | Relationship to THRM | Potential Interlock/Conflict Notes |
|---|---|---|
| InfuSystem Holdings, Inc. (Director) | Medical services/equipment; not a disclosed THRM supplier/customer | No related person transactions disclosed for 2024 |
| TI Fluid Systems (Former Executive Director and CFO) | Automotive supplier; prior role ended 2023 | No current disclosed related person transactions with THRM |
- Independence review highlighted a supplier relationship for a different director (Littelfuse, Inc.) and concluded independence remained intact; no specific concerns disclosed regarding Hundzinski .
Expertise & Qualifications
- Audit/finance: Audit committee financial expert; extensive CFO background at global auto suppliers; strong accounting and controls expertise .
- Industry: Deep automotive domain knowledge; global management and public company experience .
- Education: BBA Finance (Western Michigan University); MBA (University of Colorado) .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | % of Shares Outstanding | Unvested Restricted Stock Included |
|---|---|---|---|---|---|
| Ronald Hundzinski | 25,896 | — | 25,896 | <1% | 2,662 shares included in above (as of 3/11/2025) |
- Director stock ownership guideline: Non-executive directors must own ≥5x the base annual cash retainer value; all covered persons must retain vested shares until reaching guideline; as of 12/31/2024, two directors (joined in 2023) remained below guideline and are expected to satisfy over time via director equity awards .
- Hedging/pledging: Company policy prohibits hedging or pledging of Company securities .
Director Compensation (Actual 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ronald Hundzinski | 183,500 | 135,017 | 318,517 |
- Director equity grant valuation: 2024 grant date closing price $50.72; grants under the 2023 Equity Plan; no fractional shares issued .
- Director compensation limit: Aggregate cash + grant date fair value of equity capped at $600,000 per director per calendar year under the 2023 Equity Plan .
Governance Assessment
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Strengths
- Independent, non-executive Chair with explicit agenda/materials/executive-session leadership responsibilities; promotes robust oversight and board effectiveness .
- Audit committee financial expert designation; deep CFO and automotive industry experience supports risk oversight and capital allocation rigor .
- Strong process indicators: fully independent committees; nearly 100% director attendance; executive sessions; formal board/committee self-assessments and succession planning; prohibition on hedging/pledging .
- Transparent, market-aligned director pay with recent benchmarking-led adjustments; use of independent consultant (Meridian) with no conflicts in 2024 .
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Watch items
- Ownership is <1% (typical for outside directors) and equity grants are time-based (not performance-based), though robust ownership guidelines and retention requirements partially mitigate alignment concerns .
- No 2024 related person transactions and no Section 16 delinquencies noted for Hundzinski; continue to monitor for any future interlocks or supplier relationships given broad automotive network .
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Investor implications
- Chair-led governance, audit expertise, and committee workload (Audit: 8 meetings; M&A: 4) indicate active oversight and credible risk management, supportive of investor confidence .
- Compensation structure (cash + time-based equity) is conventional; ownership guideline and anti-hedging/pledging policy strengthen alignment and reduce governance risk factors .
