Kauffman Wayne S III 4
4 · Gentherm Inc · Filed Mar 25, 2026
Research Summary
AI-generated summary of this filing
Gentherm (THRM) SVP Wayne Kauffman Receives Award; 925 Shares Withheld
What Happened Wayne S. Kauffman III, Senior Vice President and General Counsel of Gentherm Inc. (THRM), received 2,121 shares on March 23, 2026 upon vesting of performance-based restricted stock units (PSUs). To cover tax obligations, 925 of those shares were surrendered/withheld at $28.64 per share, generating $26,492. The award was recorded as an acquisition at $0.00 (typical for vested equity awards).
Key Details
- Transaction dates: vesting/award and tax withholding recorded March 23, 2026 (report filed March 25, 2026 — timely).
- Award: 2,121 shares granted/acquired (code A); acquisition price reported $0.00.
- Tax withholding: 925 shares disposed/withheld (code F) at $28.64 per share, total $26,492.
- Shares owned after transaction: not specified in the Form 4 filing.
- Footnote: PSUs were originally granted March 14, 2023. The Compensation and Talent Committee determined payout on March 23, 2026 — Adjusted EBITDA PSUs earned at 69.15% and ROIC PSUs at 63.44%, resulting in a total payout of 40.35% of the original award.
- Nature of disposal: tax withholding to satisfy tax liability (not an open-market sale).
Context These were performance-based PSU vesting and a routine tax-withholding action, not a market sell by the insider. PSUs were measured on three-year performance metrics (cumulative adjusted EBITDA and ROIC) and paid out at 40.35% of target based on 2025 results. Tax-withholding disposals are common and do not necessarily signal insider sentiment about the company.
Insider Transaction Report
- Award
Common Stock
[F1]2026-03-23+2,121→ 33,046 total - Tax Payment
Common Stock
2026-03-23$28.64/sh−925$26,492→ 32,121 total
Footnotes (1)
- [F1]On March 14, 2023, the Reporting Person was granted performance-based restricted stock units (PSUs) under the 2013 Equity Incentive Plan. A portion of such PSUs are earned at 0% - 200% of the target grant award based on the Issuer's three-year cumulative adjusted EBITDA measured in 2025 (Adjusted EBITDA PSUs), and a portion of such PSUs are earned at 0% - 200% of the target grant award based on the Issuer's return on invested capital measured in 2025 (ROIC PSUs). The PSUs vest on the later of the date the Compensation and Talent Committee determines that the PSUs are earned and the third anniversary of the grant date. On March 14, 2026, the vesting period lapsed, and on March 23, 2026, the Compensation and Talent Committee determined that the Adjusted EBITDA PSUs were earned at 69.15% of the target performance level, and the ROIC PSUs were earned at 63.44% of the target performance level, which reflects a total payout of 40.35% of the PSUs granted on March 14, 2023.