Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On January 8, 2021, the Board of Directors (the "Board") of Gentherm Incorporated (the "Company"), pursuant to its powers under the Amended and Restated Bylaws of the Company, increased its size from eight to nine directors. Immediately thereafter, the Board appointed Betsy Meter to fill the vacancy created by such increase, effective January 8, 2021, to serve a term expiring at the Company's 2021 annual meeting of shareholders or until a successor has been duly elected and qualified, or until her earlier resignation, retirement or other termination of service. The Board also appointed Ms. Meter to the Audit Committee of the Board.

Ms. Meter served as Managing Partner, Michigan at KPMG LLP, a global firm that provides audit, tax and advisory services, from February 2018 until her retirement in December 2020. In this role, she led the strategic direction and growth of KPMG's Detroit and Grand Rapids offices. She also served as the Partner-in-Charge of Audit for Michigan from 2013 to 2017, in addition to her role as an Audit Partner for 24 years where she gained extensive experience with operational, accounting, reporting and internal control issues, focused on Automotive OEMs and suppliers. Ms. Meter currently serves on the Board of Directors for VSP Global, Automotive Hall of Fame, and is the Chairwoman of Oakland Family Services, Inc. She is a former board member of the Detroit Economic Club, Detroit Regional Chamber, Downtown Detroit Partnership, and the former chairperson of the Michigan Association of CPA's. She holds a bachelor's degree in Accounting from Michigan State University. She is a Certified Public Accountant (CPA) and received an Honorary Doctor of Law degree from Walsh College.

Ms. Meter is an independent director, and the Board has determined that Ms. Meter satisfies all applicable requirements to serve on the Audit Committee, including without limitation the applicable requirements of Nasdaq and the Securities Exchange Act of 1934, as amended. Ms. Meter will be compensated in accordance with the Company's non-employee director compensation program.

There are no arrangements or understandings between Ms. Meter and any other person pursuant to which she was selected as a director. Ms. Meter has no family relationships with any director or executive officer of the Company, and there are no transactions in which Ms. Meter has a material interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the Company's news release dated January 11, 2021 announcing Ms. Meter's appointment to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d)   Exhibits



Exhibit
  No.       Description

99.1          Company news release dated January 11, 2021

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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