Thomas Stocker
GenthermAbout Thomas Stocker
Thomas Stocker, age 54, is Senior Vice President and General Manager, Europe Automotive at Gentherm (THRM). He joined Gentherm in September 2019 as SVP & GM, Global Automotive and has served as SVP & GM, Europe Automotive since April 2021; he holds a Master’s degree in Electronics from Ravensburg-Weingarten University of Applied Science . Context for pay-for-performance: Gentherm delivered 2024 product revenue of $1,456.1M, record Adjusted EBITDA of $182.9M, GAAP diluted EPS of $2.06, and $2.4B of automotive new business awards; bonus metrics paid out based on Adjusted EBITDA of $193.9M and revenue of $1,473.0M, plus maximum payouts on strategic goals (new business awards, technology wins, renewable energy share) . PSU track record includes 2022 tranches with rTSR at the 21st percentile (0% payout), ROIC 12.8% (85% payout), and Adjusted EBITDA measure below threshold (0% payout), underscoring robust performance hurdles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gentherm | SVP & GM, Global Automotive | Sep 2019–Apr 2021 | Led global automotive business; responsibilities for growth, profitability, technology execution |
| Gentherm | SVP & GM, Europe Automotive | Apr 2021–Present | Regional P&L leadership across Europe; OEM relationships and execution |
| HENSOLDT GmbH | Chief Technology Officer & Head of Engineering | Sep 2018–Aug 2019 | Established agile/platform development programs to improve efficiency, time-to-market, and quality |
| Harman International (Samsung) | Senior VP & GM, BMW-focused BU; SVP & GM Connected Car APAC; SVP & GM Infotainment Europe | Sep 2013–Aug 2018 | Led major OEM-focused businesses across regions; drove growth, profitability, and technology execution |
| BMW | Various leadership roles | Prior to 2013 | Led execution of advanced automotive technologies |
External Roles
- No external public company board service disclosed in executive officer biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 467,178 | 492,941 | 496,117 |
| Stock Awards ($) | 520,002 | 726,034 | 975,165 |
| Non-Equity Incentive Plan Compensation ($) | 210,620 | 451,865 | 405,706 |
| All Other Compensation ($) | 36,827 | 30,639 | 29,298 |
| Total Compensation ($) | 1,234,864 | 1,701,479 | 1,906,286 |
| Base Salary Rate Change | April 2023 | April 2024 |
|---|---|---|
| Thomas Stocker ($) | 481,668 | 500,934 |
| Annual Bonus Mechanics (2024) | Value/Detail |
|---|---|
| Target bonus (% of salary) | 70% |
| Earned bonus (%) | 115.7% |
| Earned bonus ($) | 405,706 |
Performance Compensation
| Annual Cash Bonus Metric (2024) | Weight | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 40% | 187.0 | 193.9 | 132.9% | Full-year goal; objective measure |
| Revenue ($MM) | 40% | 1,500.0 | 1,473.0 | 56.5% | Full-year goal; objective measure |
| Automotive New Business Awards ($MM) | 8% (40% of Strategic 20%) | Not disclosed | 2,400 | 200% | Lifetime projected revenue indicator |
| New Technology Wins (#) | 8% (40% of Strategic 20%) | Not disclosed | 8 | 200% | Indicator of future expansion |
| Increase in Renewable Energy Share (%) | 4% (20% of Strategic 20%) | Not disclosed | 17% | 200% | ESG-linked goal in bonus plan |
| Long-Term PSUs (Grant Year 2024) | Weight in PSU Grant | Vesting/Modifier |
|---|---|---|
| Adjusted EBITDA Margin (Annual and 3-Year Growth) | 75% of target PSUs | 3-year performance period; cliff vest; rTSR modifier ±25% |
| Relative Revenue Growth (3-Year) | 25% of target PSUs | 3-year performance period; cliff vest; rTSR modifier ±25% |
| PSU Performance (Grant Year 2022; 3-year period ended 2024) | Actual | Payout |
|---|---|---|
| Relative TSR Percentile | 21st percentile | 0% |
| ROIC (%) | 12.8% | 85% |
| Adjusted EBITDA ($MM) | 493 | 0% |
Equity Ownership & Alignment
| Ownership (as of March 11, 2025) | Direct Shares | RSUs/PSUs Acquirable Within 60 Days | Total | % of Shares Outstanding |
|---|---|---|---|---|
| Thomas Stocker | 3,499 | 5,074 | 8,573 | <1% |
| Unvested/Unearned Equity (as of Dec 31, 2024) | RSUs (#) | RSUs MV ($) | PSUs (#) | PSUs MV ($) |
|---|---|---|---|---|
| Grant 3/11/2022 | 953 | 38,044 | 1,458 | 58,193 |
| Grant 3/14/2023 | 2,726 | 108,822 | 7,356 | 293,652 |
| Grant 3/15/2024 | 6,759 | 269,819 | 10,137 | 404,669 |
| Total | 10,438 | 416,685 | 18,951 | 756,514 |
- RSU vesting: ratable over 3 years, one-third on each anniversary of grant date .
- No outstanding stock options as of Dec 31, 2024 (no exercisable/unexercisable options) .
- Stock ownership guidelines: executives required to hold at least 100% of base salary; must retain vested shares until compliant; as of May 31, 2024, no executive officer was below the guideline .
- Hedging/pledging: prohibited by Securities Trading Policy; 10b5-1 plan guidelines, blackout periods and preclearance enforced .
Employment Terms
- Employment agreement: Gentherm GmbH and Mr. Stocker entered a written agreement on July 5, 2019; initial base salary €400,000; target bonus 50% of base; ancillary benefits (paid vacation, company automobile) .
- Severance (general): Under German law, entitled to prorated bonus in year of termination; six-month notice period; severance negotiated case-by-case .
- Change-of-control (CIC) economics: If terminated without cause or for good reason within 12 months post-CIC, cash severance equals 24 months of salary plus 2 years of target bonus, with accelerated vesting of RSUs and PSUs per plan terms; illustrative aggregate values shown for Stocker of $1,703,176 cash and $1,173,199 accelerated equity in a CIC termination scenario (converted at EUR 1 = 1.05 USD) .
- Equity plan treatment: Under CIC, PSUs with stock price/TSR metrics vest based on actual performance through CIC; other PSUs vest at target; vesting upon qualifying termination around CIC window per 2023 Equity Plan .
- Clawback: Nasdaq-compliant policy requires recovery of erroneously awarded incentive compensation on restatement, regardless of misconduct; prior policy applied to pre-Oct 2, 2023 awards where misconduct existed .
Compensation Structure Analysis
- Cash vs equity mix (2024): Significant portion equity-based via RSUs/PSUs, with PSUs at 60% of long-term grant value for non-CEO NEOs, emphasizing performance linkage .
- Metric simplification: 2024 program reduced duplicative metrics and concentrated on core financials (Adjusted EBITDA, Revenue) plus strategic goals, improving clarity of pay-for-performance signals .
- At-risk design: Annual bonus capped at 200% and PSUs capped at 250% including rTSR modifier, mitigating excessive risk-taking .
- Governance strengths: Prohibition on hedging/pledging; no single-trigger CIC; no excise tax gross-up; shareholder-approved equity plan forbids option repricing .
Investment Implications
- Alignment: Stocker’s pay tightly links to objective, audited company metrics (Adjusted EBITDA, revenue) and strategic growth drivers; PSU structure with rTSR modifier and 3-year cliff vesting enforces long-term value creation .
- Retention risk: Material unvested RSUs/PSUs with multi-year schedules and robust CIC protections reduce near-term attrition risk, though German-law severance negotiation introduces case-specific variability .
- Trading signals: With ~10.4K unvested RSUs scheduled to vest ratably and policy prohibiting hedging/pledging, any sell-to-cover activity would be policy-governed; no options overhang as of year-end 2024 .
- Performance bar: PSU outcomes (e.g., 2022 rTSR and EBITDA measures at 0% payout) highlight stringent hurdles; 2024 bonus payouts reflect strong EBITDA execution but more muted top-line, signaling margin discipline amid macro headwinds .
- Shareholder context: Say-on-pay received ~86% approval, indicating investor support for the compensation framework and its governance under current committee and consultant practices .