William Presley
GenthermAbout William Presley
William “Bill” Presley, age 55, became President, Chief Executive Officer, and a Director of Gentherm (NASDAQ: THRM) effective January 1, 2025; he is deemed not independent and serves on no Board committees . Presley holds an MBA (Oakland University), an M.E.E. (University of Detroit), and a B.S. in Electrical Engineering (Norwich Military University), and has over 30 years of automotive leadership experience, including COO and division President roles at Aptiv, senior leadership at Lear, and prior roles at Chrysler, with multiple industry patents; he also served 13 years combined in the U.S. Army and Michigan Army National Guard . Early in tenure, management highlighted strategic focuses on adjacent markets (e.g., commercial vehicles, two-wheelers, motion furniture) and reinvigoration of the medical portfolio, alongside strong new business awards in 2025, positioning for growth and margin expansion . For context, pre-tenure FY 2024 revenue was approximately $1.456B and FY 2024 EBITDA was approximately $175.6M (see table below; values from S&P Global, asterisks indicate no document citation).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aptiv PLC | Vice Chairman & Chief Operating Officer | 2023–2024 | Oversaw all operations/functions for a >$20B revenue automotive technology company . |
| Aptiv PLC | SVP & President, Signal & Power Solutions | 2020–2022 | Led a major division in electrified architectures and connectivity . |
| Aptiv PLC | President, Electrical Distribution Systems | 2019–2020 | Ran EDS business; operational leadership in core electrical systems . |
| Lear Corporation | VP & Business Unit Leader, Electrical Distribution Systems | 2008–2019 | Managed EDS unit, scaling operations and customer programs . |
| Chrysler Corporation | Various roles of increasing responsibility | 1992–2008 | Engineering/manufacturing leadership foundation in automotive . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public company boards (last 5 years) | None | — | No other public directorships disclosed . |
| U.S. Army & Michigan Army National Guard | Service member | 1988–2001 | 13 years combined service; leadership/discipline background . |
Board Governance (Director Service, Committees, Independence)
- Director since 2025; classification: Not-Independent; Board committee roles: None .
- Eight of nine directors are independent (all except Presley), with annual board elections and one-year terms .
- Inside Director pay: Presley receives no separate compensation for Board service and will not serve on Board committees .
- 2025 Director election results (votes “For/Withheld”) for Presley: 27,965,112 / 252,838; broker non-votes: 1,044,591 .
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Base Salary | $950,000 per year | Per offer letter (at-will employment) . |
| Target Annual Cash Bonus (2025+) | 125% of base salary | Under Senior Level Bonus Plan; Committee approval applies . |
| Make-Whole Cash Bonuses | $2,700,000 total; $1,350,000 paid within 45 days of start (Jan 2025), $1,350,000 within 45 days prior to first anniversary | Forfeiture/repayment if voluntary resignation without Good Reason within specified periods . |
| Perquisites/Benefits | Standard executive benefits; 401(k) and deferred compensation program eligibility | No automobile allowance listed for CEO; CFO receives $12,000 . |
Performance Compensation
Annual Incentive (2025 Senior Level Bonus Plan)
| Metric | Weighting | Target/Payout Structure | Notes |
|---|---|---|---|
| Adjusted EBITDA | 50% | Threshold 50%, Target 100%, Max 200%; each goal pays independently | Weight increased from 40% (2024) . |
| New Business Wins (“bookings”) | 30% | Threshold 50%, Target 100%, Max 200% | Replaces prior revenue metric; reported quarterly . |
| Adjusted Free Cash Conversion | 20% | Threshold 50%, Target 100%, Max 200% | Defined as CFOA (ex-restructuring/one-time) + asset sale proceeds – capex, divided by Adjusted EBITDA . |
Long-Term Incentives (2025 equity program design)
| Instrument | Weighting/Mix | Performance Metrics | Vesting |
|---|---|---|---|
| PSUs | 70% of 2025 CEO grant value | 75%: Annual and three-year growth in three-year Adjusted EBITDA Margin (constant-growth method); 25%: Year-over-year Revenue Growth; rTSR modifier ±25% vs TSR peer group | Three-year performance periods; payout cap with rTSR modifier . |
| RSUs | 30% of 2025 CEO grant value | Time-based | Ratable over three years (annual installments) . |
2025 Target Equity and Make-Whole Equity
| Grant | Value | Mix | Vesting/Terms |
|---|---|---|---|
| 2025 Annual Equity | $4,000,000 | 70% PSUs / 30% RSUs | Standard plan terms . |
| Make-Whole RSUs | $4,700,000 | Time-based | Pro rata annually on each of first three anniversaries; grant date Feb 24, 2025 . |
Compensation governance and safeguards: Independent Compensation & Talent Committee; independent consultant (Meridian); clawback policy; prohibition on hedging/pledging; no option/SAR repricing; no excise tax gross-ups .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of March 11, 2025) | Shares owned: 0; right to acquire within 60 days: 0; total: 0; Aggregate percent of class: “* less than one percent” (30,797,129 shares outstanding) . |
| Stock Ownership Guidelines | CEO must hold company stock equal to 300% of base salary; executives must retain all shares from vesting until compliant . |
| Hedging/Pledging | Prohibited for directors and executives (including derivatives; securities trading policy with pre-clearance and 10b5-1 guidance) . |
| Vesting Cadence (supply considerations) | Make-Whole RSUs vest on each of the first three anniversaries of Feb 24, 2025; annual RSUs granted mid-March and vest ratably over 3 years per guidelines (subject to open window timing), creating predictable vest dates and potential trading plan activity around those windows . |
Employment Terms
| Term | Regular Termination (No CIC) | Change-in-Control Window Termination | Other Key Terms |
|---|---|---|---|
| At-will employment | — | — | Offer letter specifies at-will . |
| Severance Cash | 12 months’ salary + Make-Whole Bonuses (if unpaid) + prior-year unpaid bonus + pro rata current-year bonus (≥ prorated target) | 24 months’ salary + 2× annual target bonus + Make-Whole Bonuses (if unpaid) | CIC “window” begins at signing of a definitive agreement and runs through 12 months post-CIC; double-trigger (termination without Cause or for Good Reason) . |
| COBRA | Up to 12 months | Up to 18 months | Subject to release and plan terms . |
| Restrictive Covenants | Non-compete and non-solicit for 12 months post-termination; confidentiality and non-disparagement during and after employment . | ||
| Clawback | Subject to Gentherm’s clawback policy for erroneously awarded compensation . | ||
| Hedging/Pledging | Prohibited | Prohibited | Trading policy applies . |
| Excise Tax Gross-Ups | None | None | Company not obligated to pay 280G gross-ups . |
Performance & Track Record (2025-to-date context under Presley)
| Period | Selected Operational/Financial Highlights |
|---|---|
| Q1 2025 | $400M automotive new business awards (including first lumbar/massage award by a Japanese OEM and a CCS conquest win from Volvo); product revenue $353.9M (-0.6% YoY, +0.9% ex-FX); Adjusted EBITDA $39.3M (11.1% margin); reiterated FY revenue guidance $1.4–$1.5B; expanded adjusted EBITDA margin range . |
| Q3 2025 | $745M automotive new business awards; product revenue $386.9M (+4.1% YoY); gross margin 24.6%; Adjusted EBITDA $49.0M (12.7% margin); raised FY 2025 revenue midpoint; liquidity $462.2M; net leverage ~0.2x . |
| Strategic Focus | Adjacent markets (commercial equipment, two-wheelers, motion furniture) and medical portfolio reinvigoration highlighted as incremental growth and higher-margin opportunities leveraging existing assets . |
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2025 Say-on-Pay (Advisory) | For: 26,109,272; Against: 1,872,195; Abstain: 236,483; Broker non-votes: 1,044,591 . |
| 2024 Say-on-Pay (re 2023 NEO pay) | Approximately 86% approval . |
Compensation Peer Group (used for benchmarking, 2024 program)
- Belden (BDC), Columbus McKinnon (CMCO), CTS (CTS), Dorman (DORM), Fabrinet (FN), Fox Factory (FOXF), Gentex (GNTX), Kimball Electronics (KE), LCI Industries (LCII), Littelfuse (LFUS), Methode (MEI), Modine (MOD), Standard Motor Products (SMP), Stoneridge (SRI), Visteon (VC) .
Related Party Transactions and Compliance
- No related person transactions reported for 2024; Audit Committee-administered Related Person Transaction Policy in place .
- Presley: no family relationships and no transactions requiring disclosure under Item 404(a) at appointment .
Multi‑Year Financial Context
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues (USD) | $913,098,000 | $1,046,150,000 | $1,204,656,000* | $1,469,076,000 | $1,456,124,000 |
| EBITDA (USD) | $136,134,000 | $157,643,000* | $99,629,000* | $152,635,000* | $175,601,000* |
Values with asterisks retrieved from S&P Global (no document citation provided).
Risk Indicators & Red Flags (as disclosed)
- Hedging and pledging prohibited by policy; trades restricted to pre-cleared windows/Rule 10b5‑1—reduces misalignment and margin-call risk .
- Clawback policy for financial restatements applicable to executive officers .
- No single-trigger CIC benefits for NEOs; double-trigger structure; no excise tax gross-ups .
- Equity plan prohibits repricing/exchange of options/SARs .
- 2024 related person transactions: none .
Executive Compensation Structure Analysis (alignment signals)
- High at-risk mix: 2025 CEO target equity $4.0M, weighted 70% PSUs/30% RSUs; annual cash bonus target 125% of salary with core financial metrics (EBITDA, bookings, free cash conversion) .
- PSU rigor: multi-year EBITDA margin growth and revenue growth with rTSR modifier; payout caps; mitigates windfall risk .
- Make-whole design: cash and RSU components to offset forfeited Aptiv pay; RSUs vest over 3 years; cash subject to repayment on certain voluntary departures—supports retention while tempering guaranteed elements .
- Ownership discipline: CEO 3x salary ownership guideline and mandatory hold-until-compliant policy align long-term incentives .
Employment Terms (Severance & CIC Economics)
- Regular termination severance: 1x salary plus unpaid make-whole bonuses (if any), prior-year unpaid bonus, and at least target pro rata current-year bonus; up to 12 months COBRA .
- CIC severance: 2x salary plus 2x target bonus, make-whole bonuses (if unpaid), up to 18 months COBRA; requires termination without Cause or for Good Reason within CIC window (double trigger) .
- Non-compete/non-solicit for 12 months post-termination; confidentiality and non‑disparagement obligations apply .
Investment Implications
- Alignment: A high proportion of at-risk pay (125% target bonus; 70% PSU mix) tied to EBITDA margin growth, revenue growth, and rTSR should align CEO outcomes with shareholder value, while ownership guidelines and hedging/pledging bans further increase alignment .
- Retention vs. selling pressure: Three-year pro-rata RSU vesting (make‑whole and annual RSUs) creates scheduled vest dates that may drive 10b5‑1 plan activity but are offset by hold‑until‑compliant ownership rules; no pledging reduces forced‑sale risks .
- Downside protection and governance: Double‑trigger CIC terms without excise gross‑ups and a clawback regime reflect shareholder‑friendly design; annual say‑on‑pay support remains solid (2025 vote tallies; 86% prior year) .
- Execution watch‑items: Strategy emphasizes adjacencies and medical expansion with strong 2025 bookings momentum; investors should monitor conversion of awards to revenue, margin mix shift (medical higher margin), and cash conversion targets embedded in incentives .