Sophie Desormière
GenthermAbout Sophie Desormière
Independent director of Gentherm (THRM), age 58, serving since 2012. She is Chair of the Nominating and Corporate Governance Committee and a member of the Technology Committee. Current external executive role: Chief Growth Officer at Aliaxis Group SA/NV (2023–present). Prior roles include CEO of NAVYA (2022–2023), CEO of AALPS Capital (2018–2021), Senior Executive Vice President/GM Marketing & Sales at Solvay (2010–2018), and multiple leadership roles over 17 years at Valeo. Education: Ecole Nationale Supérieure de Chimie de Paris; Institut de Formation du Caoutchouc; Harvard Business School Program for Management Development. Independence affirmed under Nasdaq rules; Board reports nearly 100% director attendance for 2024 across Board and committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NAVYA | Chief Executive Officer | 2022–2023 | Led an autonomous mobility company; public board service noted. |
| AALPS Capital | Chief Executive Officer | 2018–2021 | Led investment/strategy activities. |
| Solvay | GM Marketing & Sales; Senior EVP | 2010–2018 | Senior leadership in product, commercial strategy. |
| Valeo | Various leadership roles | 17 years | R&D Product Line Director; Branch Marketing Innovation Director; Group Product Marketing Director; Comfort Enhancement Domain Director. |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Aliaxis Group SA/NV | Chief Growth Officer | 2023–Present | Global industrial conglomerate; no related-person transactions disclosed by THRM. |
| Somfy S.A. | Director (within last 5 years) | 2017–2022 | Public company board service. |
| Navya | Director (within last 5 years) | 2022 | Public company board service. |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (NCG); Member, Technology.
- Committee activity: NCG held 4 meetings in 2024; Technology Committee held 4 meetings in 2024.
- Board meetings and attendance: Board met 6 times in 2024; directors attended nearly 100% of aggregate Board and applicable committee meetings.
- Independence: Affirmed independent under Nasdaq; all standing committees consist solely of independent directors.
- Executive sessions: Independent directors hold regularly scheduled executive sessions.
- Committee scopes: NCG oversees board composition, governance policies, annual evaluations, director independence, ESG strategy/performance goals; Technology oversees R&D roadmap, innovation risks (including cybersecurity) and technology-related investments.
- Governance policies: Committee charters accessible on IR site; Related Person Transaction Policy adopted January 2024; no related person transactions required to be reported for 2024.
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 108,500 | Pro rata cash retainers around May 16, 2024 annual meeting and for remainder of 2024. |
| Annual Board Cash Retainer (structure) | 86,000 | Other non-employee directors; Chair of Board $166,000. |
| Committee Chair Cash Retainer (structure) | 15,000 | For Chairs of Compensation, NCG, Technology, M&A; Audit Chair $20,000. |
| Committee Member Cash Retainer (structure) | 7,500 | For Compensation, NCG, Technology, M&A; Audit Member $10,000. |
Notes:
- 2024 program adjustments: Equity retainer increased by $10,000; Chair of Board cash retainer increased by $20,000 based on market benchmarking.
- Payment timing: Annual cash retainers paid in advance after the 2024 annual meeting.
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (Annual Director Equity Retainer) | 2024-05-16 | 2,662 shares | 135,017 | Vests on earlier of first anniversary or next annual meeting; forfeiture upon early termination, with possible acceleration for death/disability/retirement. | |
| Restricted Stock (Annual Director Equity Retainer) | 2025-05-08 | 5,075 shares | N/A (Form 4 does not state fair value) | Time-based award reported on Form 4; program follows equity grant guidelines adopted March 2025 (timing/pricing). |
Program details:
- Annual equity retainer target: $135,000 in 2024; shares determined by grant-date closing price ($50.72).
- No director options or PSUs disclosed; directors receive time-based restricted stock only (no performance metrics tied to director equity).
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Somfy S.A. (2017–2022) | Director | No THRM-related party transactions disclosed. |
| Navya (2022) | Director | No THRM-related party transactions disclosed. |
| Aliaxis Group SA/NV (2023–present) | CGO | No THRM-related party transactions disclosed; independence affirmed. |
Expertise & Qualifications
- Product planning, product development, market analysis; contributes to long-term product strategy.
- Global operations insight (notably Europe) and sustainability focus; supports worldwide integration and ESG oversight.
- Senior leadership and public company experience; automotive industry domain knowledge; global management capability.
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (as of 2025-03-11) | 32,936 shares; less than 1% of class. |
| Shares outstanding (for % calc) | 30,797,129. |
| Ownership % of outstanding | ~0.107% (32,936 ÷ 30,797,129). |
| Unvested restricted stock (12/31/2024) | 2,662 shares (continuing directors each). |
| Shares post-2025 Form 4 award | 38,011 shares owned following 5/8/2025 award (reported). |
Ownership alignment and policies:
- Director stock ownership guideline: ≥5× base annual cash retainer; required to retain shares from vesting until guideline met.
- Securities Trading Policy prohibits hedging and pledging company stock; quarterly blackout and pre-clearance apply.
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-05-09 | 2025-05-08 | Award (A) | 5,075 | $0.00 | 38,011 | https://www.sec.gov/Archives/edgar/data/903129/000095017025068072/0000950170-25-068072-index.htm |
| 2024-05-20 | 2024-05-16 | Award (A) | 2,662 | $0.00 | 32,936 | https://www.sec.gov/Archives/edgar/data/903129/000095017024062440/0000950170-24-062440-index.htm |
Governance Assessment
- Board effectiveness: As NCG Chair, Desormière oversees board composition, annual self-evaluations, independence, governance policies, shareholder engagement on sustainability and executive compensation matters, and ESG target-setting coordination—key levers for board quality and investor confidence.
- Engagement: Active committee workload (NCG and Technology; each with 4 meetings in 2024) alongside strong Board attendance signals high engagement.
- Alignment: Material personal ownership (32,936 shares as of March 11, 2025; additional 5,075 granted in May 2025) plus strict stock ownership guidelines and no hedging/pledging permitted support alignment.
- Compensation structure: Director pay is predominantly retainer cash plus time-based restricted stock—no performance metrics, no options—reducing perverse incentives and emphasizing governance service; 2024 equity retainer increased modestly to align with peer benchmarks.
- Conflicts/related-party exposure: Independence affirmed; company reports no related person transactions in 2024; RPT policy assigns Audit Committee oversight.
- Shareholder signals: 2024 annual meeting re-elections of continuing nominees received over 95% support, reflecting broad shareholder confidence in board composition.
RED FLAGS
- None disclosed specific to Desormière: no related-person transactions; pledging/hedging prohibited; attendance strong; director pay within plan limit ($600,000 cap).
Director Compensation (Detail)
| Year | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 108,500 | 135,017 | 243,517 |
Program constraints:
- Director compensation limit: Cash plus grant-date fair value of equity ≤ $600,000 per year.
Compensation Structure Notes (Directors)
| Element | 2024 Design | Vesting/Terms |
|---|---|---|
| Annual equity retainer | $135,000 target value; shares at grant-date close ($50.72). | Vests earlier of 1-year or next annual meeting; forfeiture on early termination; possible acceleration for death/disability/retirement. |
| Perquisites | None; reimbursement for meeting/training expenses only. |
Committee Scopes (for context)
| Committee | 2024 Meetings | Scope Highlights |
|---|---|---|
| Nominating & Corporate Governance (Chair: Desormière) | 4 | Director nominations; governance policies; annual self-evaluation; independence; shareholder proposals and engagement; sustainability/ESG oversight and performance goals; proxy governance disclosures. |
| Technology (Member: Desormière) | 4 | R&D roadmap; innovation and cybersecurity risk; technology investments; review of industry trends and advisory committee inputs. |
Say-on-Pay & Shareholder Feedback (Board context)
- Director elections: continuing nominees received over 95% support at 2024 annual meeting; supports perceived governance quality.
Compliance & Risk Controls
- Clawback policy, stock ownership guidelines, and hedging/pledging prohibitions cited as risk mitigants; Compensation Committee conducts annual compensation risk assessment (no excessive risk).
Closing Implications
- Governance quality indicators—long tenure, NCG chair role, strong attendance, clear independence, meaningful share ownership, and robust policies—support investor confidence. No disclosed conflicts; compensation aligned to service rather than performance targets; ESG integration through NCG oversight enhances strategic risk governance.
