Runyon Barbara J 4
4 · Gentherm Inc · Filed Mar 25, 2026
Research Summary
AI-generated summary of this filing
Gentherm (THRM) SVP Barbara Runyon Receives Award; 961 Shares Withheld
What Happened
Barbara J. Runyon, Senior Vice President and Chief Human Resources Officer of Gentherm Inc., received 2,121 shares from vested performance-based restricted stock units (PSUs) on March 23, 2026 (reported as an award, code A, at $0.00). To satisfy tax withholding, 961 of those shares were surrendered (code F) at $28.64 per share, totaling $27,523. The award amount is reported at $0 because the shares were issued upon vesting rather than bought.
Key Details
- Transaction dates: March 23, 2026 (award vesting and tax withholding). Original PSU grant date: March 14, 2023; vesting period lapsed March 14, 2026; committee determination March 23, 2026.
- Award: 2,121 shares @ $0.00 (code A). Withholding/disposition: 961 shares @ $28.64 = $27,523 (code F).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnote: The PSUs were performance-based (Adjusted EBITDA and ROIC metrics). The committee determined payouts of 69.15% (Adjusted EBITDA) and 63.44% (ROIC), resulting in a combined payout equal to 40.35% of the original PSUs granted on March 14, 2023 (see footnote F1).
- Filing: Form 4 filed March 25, 2026 (two days after the transaction date); appears to be timely under the typical 2-business-day reporting rule.
- Code notes: “F” indicates shares were used to satisfy tax withholding obligations — a routine administrative transaction, not an open-market sale.
Context
These were vested PSUs converted to shares based on multi-year performance results; the partial surrender of shares was to cover tax liabilities and is a common administrative step. Such withholding transactions generally do not indicate insider market sentiment.
Insider Transaction Report
- Award
Common Stock
[F1]2026-03-23+2,121→ 38,647 total - Tax Payment
Common Stock
2026-03-23$28.64/sh−961$27,523→ 37,686 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.