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

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On January 16, 2023, in connection with her appointment as the Secretary of the Executive Office of Economic Development of the Commonwealth of Massachusetts, Yvonne Hao, a member of the Board of Directors (the "Board") of Gentherm Incorporated (the "Company"), informed the Board of her resignation from the Board effective immediately. Ms. Hao's resignation was not a result of any disagreement on any matter relating to the Company's operations, policies, or practices.




Item 8.01 Other Events

On January 19, 2023, the Board reduced its size from nine members to eight members, appointed John Stacey as the Chair of the Compensation and Talent Committee of the Board, and appointed Betsy Meter as a member of such committee, in each case, effective immediately. The Board has determined that Ms. Meter satisfies all applicable requirements to serve on the Compensation and Talent Committee, including without limitation the independence and other applicable requirements of Nasdaq.

The Nominating and Corporate Governance Committee of the Board intends to conduct a search process to identify a new director following Ms. Hao's resignation. The Board intends to increase its size concurrent with the appointment of a new director, if any.

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