Wayne Kauffman
Senior Vice President, General Counsel and Secretary, Senior Vice President, Corporate Strategy at 
Gentherm
GenthermExecutive
About Wayne Kauffman
Wayne Kauffman is Senior Vice President, General Counsel and Secretary and since May 2024 also Senior Vice President, Corporate Strategy at Gentherm (THRM). He is 55 years old and holds a J.D. from Wayne State University and a B.S. in Mechanical Engineering from Kettering University; his career spans 17 years in manufacturing and product development at General Motors, IP practice at Harness, Dickey & Pierce, and progressive legal leadership at Gentherm since 2016, appointed GC in July 2019 and promoted to SVP in March 2021 . Gentherm’s executive compensation framework that applies to executive officers ties incentives to Adjusted EBITDA, revenue growth, strategic goals, and a PSU program with an rTSR modifier—aligning pay delivery with TSR, revenue growth and EBITDA margin expansion outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| General Motors | Manufacturing, product development, vehicle safety/integration | 17 years (dates not disclosed) | Deep operational foundations across NA and Canada; cross-functional product and safety integration |
| Harness, Dickey & Pierce, P.L.C. | IP attorney securing patent rights | Not disclosed | Built IP strategy and protections supporting technology commercialization |
| Gentherm | Chief IP Counsel & Associate General Counsel | 2016–2019 | Established IP portfolio and legal support for growth initiatives |
| Gentherm | Vice President, General Counsel & Secretary | Jul 2019–Mar 2021 | Elevated governance, legal risk management; appointed corporate secretary |
| Gentherm | Senior Vice President, General Counsel & Secretary | Mar 2021–May 2024 | Expanded remit; executive committee leadership |
| Gentherm | Senior Vice President, Corporate Strategy (in addition to GC/Secretary) | May 2024–present | Leads corporate strategy alongside legal; cross-functional alignment to long-term plan |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed | — | — | — |
Performance Compensation
Executive officers, including the CEO, are subject to company-wide annual and long-term incentive mechanics; while Mr. Kauffman’s individual amounts are not disclosed, the applicable plan metrics and structures are below.
Annual Cash Bonus – Performance Metrics and Weights
| Metric | 2023 Weight | 2024 Weight | Notes |
|---|---|---|---|
| Adjusted EBITDA | 40% | 40% | Core profitability driver |
| Revenue | 20% | 40% (increased from 20%) | Top-line focus |
| Relative Automotive Revenue Growth | 20% | Removed | Neutralizes macro via industry-relative lens |
| Strategic Goals (Automotive NBAs, New Tech Wins, Sustainability) | 20% | 20% | Operational execution/ESG emphasis |
Vesting/payout mechanics: one-year performance period; payouts at 50%/100%/200% of target for threshold/target/max with interpolation .
PSUs – Long-Term Performance Metrics, Weights, and rTSR Modifier
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Adjusted EBITDA (Cumulative vs Margin Growth) | 3-year cumulative Adj. EBITDA 40% | Annual and 3-year growth in Adj. EBITDA Margin 75% | Annual and 3-year growth in 3-year Adj. EBITDA Margin 75% |
| Revenue Growth (Relative vs Absolute) | 3-year average Relative Auto Revenue Growth 20% | 3-year avg Relative Auto Revenue Growth 25% | Year-over-year Revenue Growth 25% (replaces relative) |
| ROIC | ROIC in year 3 at 20% (reduced from 40% in 2022) | Removed (streamlined to EBITDA margin/revenue) | Not used |
| Relative TSR (rTSR) | Stand-alone metric 20% | Payout modifier ±25% | Payout modifier ±25% |
PSU payout curve: 50%/100%/200% per metric, with rTSR modifier ±25% to the total PSU payout; maximum aggregate payout capped at 250% in 2024+ . Vesting: cliff vesting at end of performance period; RSUs vest ratably over three years .
Equity Ownership & Alignment
| Item | 2022 Status | 2023 Status | 2024 Status |
|---|---|---|---|
| Stock ownership guideline for officers | 1x base salary | 1x base salary | 1x base salary |
| CEO guideline | 3x base salary | 3x base salary | 3x base salary |
| Compliance snapshot | No executive officers below guideline as of Dec 31, 2022 | No executive officers below guideline as of May 31, 2023 | No executive officer was below guideline as of May 31, 2024 |
- Hedging/pledging: Prohibited for employees and directors; securities trading policy requires pre-clearance and trading only in designated windows; Rule 10b5-1 plan guidelines in place .
- Grant timing/pricing: Equity grant guidelines adopted in March 2025; Committee generally grants in Q1 on a pre-set schedule; uses trailing average price to size awards amid volatility .
Employment Terms
| Term | Detail |
|---|---|
| Appointment & promotions | Appointed Vice President, General Counsel & Secretary effective July 1, 2019; promoted to Senior Vice President in March 2021; in May 2024 added Senior Vice President, Corporate Strategy responsibility . |
| Severance framework | Company implemented a discretionary Severance Plan in 2021 for U.S.-based employees (including NEOs), with benefits determined case-by-case and generally conditioned on restrictive covenants (non-compete, non-solicit, non-disparagement) and release of claims; Kauffman-specific severance terms are not disclosed . |
| Change-in-control | Company-wide practice for NEOs utilizes double-trigger treatment; accelerated vesting rules and PSU handling set at target or actual performance depending on metric; no single-trigger CIC benefits for NEOs; excise tax gross-ups not provided; Kauffman-specific CIC terms not disclosed . |
| Clawback | Clawback policy applicable to executive officers for financial restatements . |
| Related-person transactions | No related-person transactions required to be reported in 2023 and 2024; Board adopted a Related Person Transaction Policy in Jan 2024 led by GC review/Audit Committee oversight . |
Compensation Governance, Peer Benchmarking, and Say‑on‑Pay Context
- Peer group benchmarking: Committee references peer and survey data; 2021 peer group included CTS, DORM, FN, GNTX, KE, LCII, LFUS, MEI, MOD, SHLO, SMP, SRI, SUP, with ~50th percentile as a reference point .
- Say-on-pay approval: NEO compensation for 2022 received ~95% approval at the 2023 meeting; NEO compensation for 2023 received ~86% approval at the 2024 meeting .
- Risk controls: Independent committee/consultant; formal adjustment policy; capped payouts; clawback; ownership guidelines; securities trading policy; no repricing; prohibition on hedging/pledging; equity grant guidelines adopted .
Investment Implications
- Alignment: Executive incentives emphasize EBITDA margin expansion, revenue growth, and rTSR, with RSU/PSU structures and ownership guidelines requiring 1x salary holdings for officers—supporting pay-for-performance and long-term alignment; no hedging/pledging permitted and trading is pre-cleared, suggesting disciplined equity disposition behavior .
- Retention: Kauffman’s tenure and expanded remit into Corporate Strategy in 2024 indicate elevated strategic influence and internal retention priority; the Severance Plan and restrictive covenants provide structured separation economics that mitigate transition risk while preserving continuity .
- Data gaps: Mr. Kauffman is not a Named Executive Officer in the proxies; base salary, bonus percentage, equity grant values, and individual ownership totals are not disclosed—limiting direct pay-for-performance quantification for him. Monitoring future filings (e.g., Form 4 transactions, any updated proxy disclosures) is recommended to assess insider selling pressure and evolving incentive alignment .
- Governance quality: Strong compensation governance, high say-on-pay support, and absence of related-person transactions reduce governance red flags; CIC terms reflect market-standard double-trigger practices and no tax gross-ups, lowering shareholder-unfriendly risk features .