gntx-20260406

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


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Filed by a Party other than the Registrant			☐


Check the appropriate box:
☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12

GENTEX CORPORATION

__________________________________________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

__________________________________________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐			Fee paid previously with preliminary materials.

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

600 North Centennial Street

Zeeland, Michigan 49464

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

Date: May 21, 2026

Time: 4:30 PM E.T.

Place: Pinnacle Center

3330 Highland Drive

Hudsonville, Michigan

Dear Shareholder:

The Annual Meeting of the Shareholders ("Annual Meeting") of Gentex Corporation ("Company"), a Michigan corporation, will be held at The Pinnacle Center, 3330 Highland Drive, Hudsonville, Michigan, on Thursday, May 21, 2026, at 4:30 p.m. EDT, for the following purposes:

1. To elect nine directors as set forth in the Proxy Statement.

2. To ratify the appointment of Ernst & Young LLP as the Company’s auditors for the fiscal year ending

December 31, 2026.

3. To approve, on an advisory basis, the compensation of the Company's named executive officers.

4. To approve the Gentex Corporation 2026 Omnibus Incentive Plan.

5. To transact any other business that may properly come before the meeting, or any adjournment thereof.

Shareholders of record as of the close of business on March 23, 2026, are entitled to notice of, to attend, and to vote at the meeting and are being sent this Proxy Statement on or about April 9, 2026. We are pleased to offer multiple options for voting your shares. As detailed in the "Solicitation of Proxies" section of the Proxy Statement, you can vote your shares via the Internet, by telephone (1-800-690-6903), by mail, or by written ballot at the Annual Meeting. We encourage you to use the Internet to vote your shares as it is the most efficient method. If your shares are held in "street name," (that is held for your account by a broker or other nominee), you will receive instructions from the holder of record that you must follow for your shares to be voted.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Shareholders to be held on May 21, 2026

You are receiving this notice that the proxy materials for our 2026 Annual Meeting of Shareholders are available on the Internet. The following proxy materials can be found https://www.proxyvote.com:

Company's 2026 Proxy Statement;

Company's Annual Report to Shareholders for the year ended December 31, 2025; and

Proxy Card or Voting Instruction Form.

Whether or not you expect to be present at the meeting, you are urged to promptly vote your shares using one of the methods discussed above. If you do attend the meeting and wish to vote in person, you must withdraw your earlier-dated proxy as set forth in the Proxy Statement, and provide proof of ownership of Company shares as of the record date of March 23, 2026.

As always, we encourage you to vote your shares online (https://www.proxyvote.com) or over the phone (1-800-690-6903) prior to the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Scott Ryan

Vice President, General Counsel

and Corporate Secretary

April 9, 2026

GENTEX CORPORATION

600 North Centennial Street

Zeeland, Michigan 49464

PROXY STATEMENT FOR ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD MAY 21, 2026

QUESTIONS & ANSWERS

PROXY STATEMENT

What is a Proxy and a Proxy Statement?

The Company’s Board of Directors (the "Board") is soliciting proxies for the 2026 Annual Meeting. A proxy is your authorization for someone else to vote on your behalf in the way you want to vote and allows you to be represented at the Annual Meeting even if you are unable to attend. A Proxy Statement is the document the United States Securities and Exchange Commission ("SEC") requires and the Company provides to explain the matters you are being asked to vote on by proxy and to disclose certain relevant information.

On or about April 9, 2026, the Company mailed to shareholders of record as of March 23, 2026 (other than those who previously requested electronic delivery), a Notice of Internet Availability of Proxy Materials ("Notice") containing instructions on how to access the Proxy Statement and Annual Report for the year ended December 31, 2025. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. The Notice instructs you on how to electronically access and review all the proxy materials, and these materials are available at https://www.proxyvote.com. The Notice also includes instructions about how you may request to receive proxy materials in printed form on a one-time or on-going basis.

What will I be voting on?

•Election of nine directors (see pages 8-11).

•Ratification of the appointment of Ernst & Young LLP as the Company’s auditors for the fiscal year ending December 31, 2026 (see page 50).

•Approval, on an advisory basis, of the compensation of the Company's named executive officers (see page 51).

•Approval of the Gentex Corporation 2026 Omnibus Incentive Plan (see pages 52-60).

The Board recommends a vote: FOR each of the nominees to the Board; FOR ratification of the appointment of Ernst & Young LLP as the Company’s auditors for the fiscal year ending December 31, 2026; FOR approval, on an advisory basis, of the compensation of the Company's named executive officers; and FOR approval of the Gentex Corporation 2026 Omnibus Incentive Plan.

How do I vote?

You can vote either in person at the Annual Meeting or by proxy without attending the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold and conduct business at the meeting. If you attend the meeting and wish to vote in person, you must withdraw your earlier-dated proxy as set forth in this Proxy Statement and provide proof of ownership of Company shares as of the record date of March 23, 2026.

Please note that there are separate telephone and Internet arrangements, depending upon whether you are a holder of record (that is, if your shares are registered in your own name with the Company's transfer agent and you have possession of your stock certificate(s), or are in a direct registration system) or whether you hold your shares in "street name" (that is, if your shares are held for you by a broker or other nominee, in which case you are considered the beneficial owner).

Shareholders of record voting by proxy may use one of the following three options:

•Vote by Internet (log on to https://www.proxyvote.com and follow the directions there);

•Vote by toll-free telephone (1-800-690-6903 - instructions are on the Proxy Card or Voting Instruction Form); or

•Fill out the enclosed Proxy Card or Voting Instruction Form, sign it, and mail it.

If you hold your shares in "street name," please refer to the information forwarded by your broker or other nominee to see which options are available to you. Your broker or other nominee has enclosed or otherwise provided a Voting Instruction Form.

A beneficial owner who wants to cast a vote directly, rather than have a broker or other nominee do so, can either: become a registered owner; or ask the broker or nominee to execute a proxy on your behalf. You can become a registered owner by having your broker or other nominee "certificate" your position, in which case you will receive an actual certificate for your stock, or your share ownership can be moved into a direct registration system. Alternatively, you can check a box on the Voting Instruction Form indicating your plan to attend the meeting and to vote your shares directly, in which case your broker or other nominee should then send you a proxy. Please contact your broker or other nominee for more details.

The telephone and Internet voting facilities for shareholders of record will close at 11:59 p.m. EDT on May 20, 2026. The telephone and Internet voting procedures are designed to authenticate shareholders by the use of control numbers and to allow you to confirm that instructions have been properly recorded.

Can I change my vote?

Yes. At any time before your proxy is voted at the meeting, you may change your vote by:

•Revoking it by written notice to the Corporate Secretary at the address on the cover of the Proxy Statement;

•Delivering a later-dated proxy (including a telephone or Internet vote);

•Voting in person at the meeting.

If you hold your shares in "street name," please refer to the information forwarded by your broker or other nominee for procedures on revoking or changing your Proxy.

How many votes do I have?

You will have one vote for every share of common stock that you owned on March 23, 2026.

How many shares are entitled to vote?

There were 213,647,349 shares of the Company common stock outstanding as of March 23, 2026, and, accordingly, entitled to vote at the meeting. Each share is entitled to one vote.

How many votes must be present to hold the meeting?

The record date is March 23, 2026, and was established by the Board as required. Under the Company’s Bylaws, a majority of all of the voting shares of the capital stock issued and outstanding as of March 23, 2026, must be present in person or by proxy to hold the Annual Meeting.

What if I do not vote for some or all the matters listed on my Proxy Card or Voting Instruction Form?

If you return a Proxy Card or Voting Instruction Form without indicating your vote for some or all of the matters, if permissible, your shares will be voted as follows for any matter you did not vote on:

•For the approval of the director nominees to the Board listed on the card;

•For ratification of Ernst & Young LLP as the Company’s auditors for the fiscal year ending December 31, 2026;

•For the approval, on an advisory basis, of the compensation of the Company's named executive officers; and

•For the approval of the Gentex Corporation 2026 Omnibus Incentive Plan.

How many votes are needed for the approval of items upon which the shareholders are being asked to vote?

•Under Michigan law, the nine nominees for director will be elected by a plurality of the votes cast. Notwithstanding the foregoing, the Company's Bylaws provide that if a director is elected by less than a majority of the votes cast, then such director shall promptly tender his or her resignation by written notice to the Board.

•Ratification of Ernst & Young LLP as the Company's auditors for the fiscal year ending December 31, 2026, is by a majority of votes cast.

•The proposal to approve the compensation of the Company's named executive officers is advisory and the Board will take such votes into account when considering future actions.

•The proposal to approve the 2026 Omnibus Incentive Plan is approved by a majority of votes cast.

What if I vote to "abstain?"

A vote to "abstain" on the election of the directors, the ratification of Ernst & Young LLP as the Company's auditors, or the Gentex Corporation 2026 Omnibus Incentive plan will have no effect on the outcome. A vote to abstain with respect to approval, on an advisory basis, of named executive officer compensation will be taken into account by the Board in determining future action.

What if I do not return my Proxy Card or Voting Instruction Form and do not attend the Annual Meeting?

If you are a holder of record and you do not vote your shares, your shares will not be voted. If you hold your shares in "street name," and you do not give your broker or other nominee specific voting instructions for your shares, your broker or other nominee may not be permitted to exercise voting discretion with respect to certain matters to be acted upon.

If you do not give your record holder specific voting instructions and your record holder does not vote on the matters to be voted upon, the votes will be "broker non-votes." "Broker non-votes" will have no effect on the vote for the election of directors or the other matters to be voted upon as set forth in this Proxy Statement as they are treated as present for purposes of determining the existence of a quorum, but not as shares present and voting on any specific proposal.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled in a manner that protects your individual voting privacy. Your individual vote will not be disclosed either within the Company or to third parties, except:

•as necessary to meet applicable legal requirements;

•to allow for the tabulation of votes and certification of the vote; or

•to facilitate successful proxy solicitation by our Board.

Occasionally, shareholders provide written comments on their Proxy Cards or Voting Instruction Forms which are then forwarded to the Company’s management.

How can I receive a copy of the Company’s Form 10-K?

You can obtain, free of charge, a copy of our Form 10-K for the year ended December 31, 2025, which we recently filed with the SEC, by writing to:

Corporate Secretary

Gentex Corporation

600 North Centennial Street

Zeeland, Michigan 49464

You can also obtain a copy of the Company’s Form 10-K and other periodic filings with the SEC on the Company’s web site under the heading "SEC Filings" at: http://ir.gentex.com.

The Company’s Form 10-K, Annual Report, and other SEC filings mentioned above are also available from the SEC’s EDGAR database at http://www.sec.gov.

Can I otherwise access the Company’s proxy materials and Annual Report?

The proxy materials are also available on the Company’s website at: http://ir.gentex.com

What is "householding of proxy materials?"

Only one Notice will be sent to multiple shareholders sharing a single address unless the Company has received instructions to the contrary from one or more shareholders. If a single copy of the Notice was delivered to an address that you share with another shareholder, and you prefer to receive additional copies, send your request to the Corporate Secretary (at 600 North Centennial Street, Zeeland, Michigan 49464, 616-772-1800), and we will promptly deliver a separate copy.

BUSINESS HIGHLIGHTS

In 2025, net sales for the Company increased by 10% compared to net sales in 2024. Highlights below include (in thousands, except per share data):


	2025		2024		2023
Net Sales	$	2,534,269	$	2,313,314	$	2,299,215
Operating Income	$	473,936	$	459,727	$	495,731
Net Income Attributable to Gentex Corporation	$	384,841	$	404,488	$	428,403
Earnings Per Share (Fully Diluted)	$	1.74	$	1.76	$	1.84
Cash Dividends Declared Per Common Share	$	0.48	$	0.48	$	0.48
Total Assets	$	2,928,593	$	2,760,821	$	2,611,438

SOLICITATION OF PROXIES

This Proxy Statement is being furnished on or about April 9, 2026 to the shareholders of Gentex Corporation as of the record date, March 23, 2026, in connection with the solicitation by the Board of proxies to be used at the Annual Meeting to be held on Thursday, May 21, 2026, at 4:30 p.m. EDT, at The Pinnacle Center, 3330 Highland Drive, Hudsonville, Michigan 49426.

Each shareholder as of the record date, as an owner of the Company, is entitled to vote on matters to come before the Annual Meeting. The use of a proxy allows a shareholder of the Company to be represented at the Annual Meeting even if the shareholder is unable to attend in person.

There are four ways to vote your shares:

1)By Internet at https://www.proxyvote.com. We encourage you to vote this way.

2)By toll-free telephone (1-800-690-6903)

3)By completing and mailing your Proxy Card or Voting Instruction Form

4)By written ballot at the Annual Meeting

If the form of proxy accompanying this Proxy Statement is properly executed using any of the methods described above, the shares represented by the proxy will be voted at the Annual Meeting and at any adjournment of the meeting. Where shareholders specify a choice, the proxy will be voted as specified. If no choice is specified, the shares represented by proxy will be voted: FOR the election of all nominees named in the Proxy Statement; FOR ratification of Ernst & Young LLP as the Company’s auditors for the fiscal year ending December 31, 2026; FOR approval, on an advisory basis, of the compensation of the Company's named executive officers; and FOR the approval of the Gentex Corporation 2026 Omnibus Incentive Plan. These proposals are described in this Proxy Statement. A proxy may be revoked prior to its exercise by (1) delivering a written notice of revocation to the Corporate Secretary, (2) delivery of a later-dated proxy, including a telephone or Internet vote, or (3) attending the meeting and voting in person, as discussed above.

VOTING SECURITIES AND RECORD DATE

March 23, 2026, has been fixed by the Board as the record date for determining shareholders entitled to vote at the Annual Meeting. On that date, 213,647,349 shares of the Company’s common stock, par value $.06 per share, were issued and outstanding. Shareholders are entitled to one vote for each share of the Company’s common stock registered in their names at the close of business on the record date. Abstentions and broker non-votes are counted for the purpose of determining the presence or absence of a quorum for the transaction of business. Abstentions and broker non-votes are not, however, counted in tabulations of votes cast on matters presented to shareholders, though the Board will consider abstentions in determining future actions.

PROPOSAL 1

ELECTION OF DIRECTORS

The Company’s Restated Articles of Incorporation specify that the Board shall consist of at least six, but not more than nine members, with the exact number to be determined by the Board. The Board has currently set the number of directors at nine. The Restated Articles of Incorporation state that directors shall be elected annually for terms expiring at the next annual meeting of shareholders.

Of the nine current members on the Company's Board, eight of them qualify as "independent directors" as determined in accordance with the current listing standards of The NASDAQ Global Select Market ("NASDAQ"). Based on these current NASDAQ listing standards, the Board (upon recommendation of the Nominating and Corporate Governance Committee) has affirmatively determined the following directors have no material relationships with the Company other than as a director and are independent: Joseph Anderson, Leslie Brown, Garth Deur, Billy Pink, Richard Schaum, Kathleen Starkoff, Brian Walker, and Ling Zang. In making its independence determinations, the Board considered: the former consulting arrangement between Vaporsens and Dr. Zang, which ended prior to the Company's acquisition of Vaporsens in April, 2020, and the former employment of Mr. Deur. The Board determined that these circumstances do not interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Steve Downing, President and CEO of the Company, does not qualify as independent under the applicable standards. Mr. Anderson is not standing for re-election.

Each of the current Board members have been determined to meet enough of the required experience and qualifications set forth in the Company's Position Profile: Member of the Board of Directors, including, among them, high levels of personal and professional integrity, distinguished careers, and the demonstrated ability to work effectively as Board members. Combined with the other desirable characteristics and experience of such individuals, these individuals have the experience, qualifications, attributes, and/or skills (which are described in the table below), which have made them valued directors. Mr. Anderson is not standing for re-election. The Nominating and Corporate Governance Committee has recommended the other incumbent directors, along with Mr. John C. Kennedy, to the Board for nomination for election to the Board. The Nominating and Corporate Governance Committee became aware of Mr. Kennedy as a candidate through pre-existing relationships. The Nominating and Corporate Governance Committee has concluded such individuals should be nominated for election to the Board, based on qualifications and contributions of such incumbent directors, and based on Mr. Kennedy's: background; professional and personal integrity; distinguished career, including experience in the manufacture and supply of medical devices; and perceived ability to work effectively with the Board. If elected, the Board has affirmatively determined Mr. Kennedy will qualify as an independent director as determined in accordance with the current listing standards of NASDAQ, since Mr. Kennedy has no material relationships with the Company other than as a director nominee.

The terms of all current Board members will expire upon the election of the directors to be elected at the 2026 Annual Meeting. Based on the foregoing, the Board has (upon the recommendation of the Nominating and Corporate Governance Committee) nominated Leslie Brown, Garth Deur, Steve Downing, John C. Kennedy, Billy Pink, Richard Schaum, Kathleen Starkoff, Brian Walker, and Ling Zang for election as directors at the Annual Meeting, each to serve a one-year term expiring in 2027. The Nominating and Corporate Governance Committee continues to avail itself of a variety of resources in its efforts to identify qualified and inclusive candidates. Candidates are sought not only in traditional corporate environments, but also other environments such as government, academia, private enterprise, nonprofit organizations, and a variety of professions. In order to promote a well-rounded and representative Board, the Nominating and Corporate Governance Committee is: willing to consider exceptions to the Board Attendance and Overboarding Policy; considering search firms with a track record of identifying qualified, inclusive director candidates; as appropriate, seeking to engage with organizations representing the interests of women and minorities; and periodically reviewing its processes and procedures to ensure there are no structural impediments to increasing Board inclusivity. The Board continues to build a pool of well-rounded and representative candidates and the Board's inclusivity has increased because of these actions. In fact, the Company now has two female directors and three other diverse directors (including two African Americans and one Chinese American). The Nominating and Corporate Governance Committee seeks to ensure inclusive candidates are considered and interviewed for any open Board seat(s). The Board believes it will continue to be inclusive as a result of the foregoing approach taken by the Nominating and Corporate Governance Committee.

Unless otherwise specifically directed by a shareholder’s marking on the Proxy Card or Voting Instruction Form, or in directions given either via the Internet or telephone, the persons named as proxy voters in the accompanying proxy will vote for the nominees described above and below. If any of these nominees become unavailable, which is not now anticipated, the Board may designate a substitute nominee, under the recommendation of the Nominating and Corporate Governance Committee, in which case the accompanying proxy will be voted for the substituted nominee. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Under the Michigan Business Corporation Act, a plurality of votes cast by shareholders at the meeting is required to elect directors of the Company. Accordingly, the nominees who receive the largest number of affirmative votes will be elected, regardless of the number of votes received. Notwithstanding the foregoing, the Company amended its Bylaws to provide that if a director is elected by less than a majority of the votes cast, then such director shall promptly tender his or her resignation by written notice to the Board. Each of the nominees has agreed to tender his or her resignation from the Board in writing to the Board if he or she is not elected by a majority of votes cast. Broker non-votes and votes withheld will not have a bearing on the outcome of the election (though the Nominating and Corporate Governance Committee and Board will consider abstentions in making future nominations). Votes will be counted by Inspectors of Election appointed by the presiding officer at the Annual Meeting.

The Board recommends a vote FOR the election of all persons nominated by the Board.

The content of the following table relating to age and business experience is based upon information furnished to the Company by the nominees, as of February 18, 2026 (or in Mr. Kennedy's case, as of March 6, 2026).


New Director Nominee
Name (Age) and Position			Business Experience
			Nominees for Terms to Expire in 2027
Mr. John C. Kennedy (67) New Director Nominee			Mr. Kennedy is a seasoned entrepreneur, global manufacturing executive, and board chair with 40+ years of executive experience across automotive, industrial, and medical device sectors. He has founded, grown, and sold numerous enterprises across such industries. In 1988, Mr. Kennedy started Autocam Corporation by a management led buyout from Autodie Corporation. With Mr. Kennedy's leadership, Autocam grew from $8 million in revenue the first year of purchase to $400 million in revenue and 13 facilities in the US, EU, Brazil and China. After Autocam was sold successfully in 2014, Mr. Kennedy incubated the medical device business, Autocam Medical, and spun it out at the sale of Autocam’s automotive business. He has served as the President and CEO of Autocam Medical since 2005. In addition to Autocam Medical, Mr. Kennedy served as interim CEO and Board Chair of Horizon Global, helping lead its investor rescue financing and provided strategic and operational leadership until it was sold to First Brands in February 2023. Prior to Autocam Corporation, Mr. Kennedy served as a Senior Auditor at Deloitte, and then as CFO for Autodie Corporation, helping take the company public and grow its revenues from $18M to $120M. Mr. Kennedy has extensive board experience, serving on boards for a number of technology, automotive, material science, and educational organizations and foundations. He also has extensive expertise in capital markets, IPOs, private equity transactions, M&A integration, and operational turnarounds. Mr. Kennedy obtained his MBA from the University of Michigan Ross School of Business, and holds a Bachelor’s of Science degree in Accounting from the University of Detroit. Mr. Kennedy has been affirmatively identified as an independent director by the Board, if elected to the Board.


Incumbent Director Nominees
Name (Age) and Position			Business Experience
			Nominees for Terms to Expire in 2027
Ms. Leslie Brown (72) Director since 2016			Ms. Brown, since 2003, is the owner and chairperson of Metal Flow Corporation, a Holland, Michigan, based high volume producer of technically sophisticated custom metal (of various varieties) components through deep draw processes. Including operations in China, Metal Flow Corporation globally ships over one million parts daily for a variety of automotive applications, including airbags, decorative trim, emissions, fuel handling, sensors, and solenoids. As such, Ms. Brown has a significant understanding of, and experience with, challenges faced by manufacturing companies that supply the global automotive industry. In addition to her years of experience as an entrepreneurial automotive supplier, as a prominent local businesswoman serving on a variety of community organization boards of directors (including as chairperson of the Holland Hospital Board), Ms. Brown has demonstrated a high degree of professionalism and personal integrity. Ms. Brown offers insight and perspective especially in terms of developing and maintaining an entrepreneurial team. Ms. Brown has been affirmatively identified as an independent director by the Board. Ms. Brown is Chair of the Nominating and Corporate Governance Committee.
Mr. Garth Deur (69) Director since 2023			Mr. Deur currently serves as managing director of Iroquois Ventures LLC, a firm providing capital formation and advisory services to private and startup companies. He has served in this role since 2016. Previously, Mr. Deur worked at Lake Michigan Financial Corporation (LMFC) from 2007 to 2016 in various roles including Chief Operating Officer, President and Chief Executive Officer. He served as Senior Vice President - Business Development for Chemical Financial Corporation after its acquisition of LMFC in 2015. Prior to joining LMFC, Mr. Deur served in significant financial and business development roles with the Company and Johnson Controls when it acquired the former Prince Corporation. Mr. Deur spent six years as Executive Vice President of the Company and 10 years in various executive roles at Prince Corporation / Johnson Controls. He began his career in 1982 as a CPA with Arthur Andersen LLP, specializing in the automotive industry. As such, Mr. Deur has significant experience in the Company's primary industry. He also has prior experience serving on numerous boards of directors. Mr. Deur has been affirmatively identified as an independent director by the Board. Mr. Deur serves on the Audit, Compensation, and Executive Committees.


Mr. Steve Downing (48) Director since 2020			Mr. Downing was elected Chief Executive Officer of the Company effective as of January 1, 2018. He has been employed by the Company since 2002. Prior to being elected Chief Executive Officer, he served as President and Chief Operating Officer from August 2017 to December 2017, as Senior Vice President and Chief Financial Officer from June 2015 to August 2017, and as Vice President of Finance and Chief Financial Officer from May 2013 to June 2015. He served in a variety of roles before that time. During his tenure with the Company, Mr. Downing has collected a vast wealth of knowledge and experience with respect to the Company and the industries in which it operates. Mr. Downing's thorough understanding of the Company's industries, familiarity with the Company's entrepreneurial culture, ability to build and lead a cohesive management team, and demonstrated work with the Board make him an appropriate Board member. Mr. Downing serves on the Executive Committee.
Dr. Billy Pink (59) Director since 2024			Dr. Pink currently serves as Ferris State University’s 19th president and is the first African American person to lead the university since it was founded in 1884. Prior to leading Ferris State University, Dr. Pink served as president of Grand Rapids Community College in Grand Rapids, MI, and before that served as vice president for academic affairs at Oklahoma State University-Oklahoma City Campus in Oklahoma. He is involved in governance and policy development at regional and national levels, including his appointment by Michigan’s Governor to be a leader on the Growing Michigan Together Council and serving on the Michigan Economic Development Corporation executive committee. He is a member of the Higher Learning Commission board of trustees and serves on the American Council on Education board of directors, working to shape public policy so that more students gain a quality education. In West Michigan, he serves on the boards of Corewell Health West Michigan, is board chair for the Heart of West Michigan United Way and board vice-chair for The Right Place. Dr. Pink earned a Doctor of Philosophy from the University of Oklahoma in Instructional Leadership and Academic Curriculum, a Master of Education in Physical Education and Secondary Education from the University of Central Oklahoma, and a Bachelor of Science in Physical Education and Professional Education from Oklahoma Christian University. Dr. Pink has been affirmatively identified as an independent director by the Board. The Board benefits from Dr. Pink's experience in the areas of leadership, policy making, understanding of the post-graduate expectations of students, and governance.
Mr. Richard Schaum (79) Director since 2011			Mr. Schaum has been General Manager of 3rd Horizon Associates LLC, a technology assessment and development company, since May 2003. From October 2003 until June 2005, he was Vice President and General Manager of Vehicle Systems for WaveCrest Laboratories, Inc., a startup company involved in the commercialization of proprietary electric propulsion systems. Prior to that, for more than thirty years, he was with DaimlerChrysler Corporation, and its predecessor, Chrysler Corporation, serving in various positions including Executive Vice President, Product Development, and General Manager of Powertrain Operations, at that time a $7 billion business with 11 plants and 23,000 employees. Mr. Schaum is a fellow of the Society of Automotive Engineers and served as its Chairman and President from 2007 to 2008. He has also previously served on the Board of Directors of BorgWarner, Inc. and Sterling Construction Co. Mr. Schaum has been affirmatively identified as an independent director by the Board. He is Chair of the Board, Chair of the Compensation Committee and serves on the Executive Committee.
Ms. Kathleen Starkoff (68) Director since 2018			Ms. Starkoff is the President and CEO of Orange Star Consulting, a Columbus, Ohio based information technology consulting firm. She has served in that role since 2013. Prior to that, Ms. Starkoff was Chief Information Officer at the Ohio State University from 2008-2013. Before that, she served as Chief Technology Officer and Group Vice President of Limited Brands (renamed Bath & Body Works in 2021). She also served as Chief Technology Officer and Senior Vice President of BankOne Corporation (now JPMorgan Chase). As such, Ms. Starkoff provides the Board with significant information technology and enterprise risk management expertise, including in the public company context. In addition, she has significant private and nonprofit board experience and has been recognized by the National Association of Corporate Directors (“NACD”) as both a “Leadership Fellow,” and a featured cyber-security expert. Ms. Starkoff has been affirmatively identified as an independent director by the Board. Ms. Starkoff serves on the Company's Audit Committee.


Mr. Brian Walker (64) Director since 2018			Mr. Walker is currently an Operating Partner - Strategic Operations with Huron Capital, a mid-market Private Equity Firm. Prior to joining Huron Capital, Mr. Walker served as President and CEO of Herman Miller, Inc., a company involved in the research, design, manufacture, sale, and distribution of office furniture systems, seating products, and other free-standing furniture elements. Mr. Walker worked at Herman Miller, Inc. for 29 years in a variety of capacities, including Chief Operating Officer, Chief Financial Officer, and Executive Vice President. Mr. Walker serves as a member of the Board of Directors of Universal Forest Products, where he is Chair of the Audit Committee. Mr. Walker has served as a board member for a number of public and private companies. The Company is pleased to have access to Mr. Walker's executive experience and financial expertise in public company settings, along with his international business experience, his experience on corporate boards, and his keen understanding of challenges public companies face in West Michigan. Mr. Walker is a Certified Public Accountant. He has been affirmatively identified as an independent director by the Board. Mr. Walker serves on the Audit, Compensation, and Executive Committees.
Dr. Ling Zang (57) Director since 2021			Dr. Zang is a Distinguished Professor in the Department of Materials Science and Engineering at the University of Utah. He is a Fellow of the National Academy of Inventors, the American Association for the Advancement of Science, and the Royal Society of Chemistry. He is also a former Alexander von Humboldt Fellow and recipient of the NSF CAREER Award. His research spans several disciplines, including nanoscale imaging and molecular probing, organic semiconductors and nanomaterials, metal-organic frameworks, porous graphitic carbons, and their applications in chemical sensing and nanodevices. Through these efforts, his work seeks to address critical challenges in health, environmental sustainability, and public safety. Dr. Zang has published more than 180 scientific papers and one book in the broad fields of nanoscience and nanotechnology. He is also committed to advancing technology transfer and commercialization. His laboratory has generated more than 40 patents and has founded or co-founded three University of Utah startup companies based on sensor technologies developed in his lab. Dr. Zang’s background, education, and research complement the Company’s vision and focus on continuing to be a technology company. Dr. Zang’s experience in academia, as well as his vast understanding of how to bring technology from a laboratory environment into commercialization, are serving the Board well. Dr. Zang has been affirmatively identified as an independent director by the Board. Dr. Zang serves on the Nominating and Corporate Governance Committee.

COMMON STOCK OWNERSHIP OF MANAGEMENT

The following table contains information with respect to ownership of the Company’s common stock by all directors, nominees for election as directors, executive officers named in the tables under the caption "EXECUTIVE COMPENSATION," current named executive officers, and all directors and such executive officers as a group. The content of this table is based upon information supplied by the Company’s named executive officers, directors and nominees for election as directors, and represents the Company’s understanding of circumstances in existence as of March 6, 2026.


Name of Beneficial Owner	Amount and Nature of Ownership		Percent of Class
	Shares Beneficially Owned (1)	Exercisable Options (2)
Joseph Anderson	5,939	0	*
Neil Boehm	88,904	15,000	*
Leslie Brown	54,144	21,000	*
Matthew Chiodo	77,148	30,000	*
Garth Deur	14,419	0	*
Steve Downing	356,162	101,000	*
Kevin Nash	86,810	13,500	*
Dr. Billy Pink	9,703	0	*
Scott Ryan	67,779	12,500	*
Richard Schaum	100,258	21,000	*
Kathleen Starkoff	31,144	0	*
Brian Walker	33,654	3,510	*
Dr. Ling Zang	29,973	0	*
All directors and executive officers as a group (13 Persons)	956,037	217,510	*

* Less than one percent.

(1)Except as otherwise indicated by footnote, each named person claims sole voting and investment power with respect to the shares indicated.

(2)This column reflects shares subject to options exercisable within 60 days, and these shares are also included in the column captioned "Shares Beneficially Owned."

COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table contains information with respect to ownership of the Company’s common stock by persons or entities that are beneficial owners of more than five percent of the Company’s voting securities as of December 31, 2025.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355	21,492,765	9.9	%
Black Rock Inc. 50 Hudson Yards, New York, NY 10001	17,945,593	8.3	%

CORPORATE GOVERNANCE

The Company operates within a comprehensive plan of corporate governance set forth in the Gentex Corporation Corporate Governance Guidelines (*) as adopted for the purpose of defining responsibilities, setting high standards of

professionalism and personal conduct, and assuring compliance with such responsibilities and standards. The Company regularly monitors developments in the area of corporate governance.

The Board has an Audit Committee, a Compensation Committee, an Executive Committee, and a Nominating and Corporate Governance Committee, and, in accordance with the Company's Bylaws, may appoint other committees from time to time. Each standing committee has a written charter. All such charters, as well as any documents marked with an asterisk (*) in this Proxy Statement, are available under the headings, "Corporate Governance", then "Documents & Charters" on the Company’s web site at http://ir.gentex.com. A hard copy of any of these documents will be provided to any shareholder who submits a request in writing to the Corporate Secretary, Gentex Corporation, 600 North Centennial Street, Zeeland, MI 49464.

Each member of the Board is expected to abide by the Gentex Corporation Board Attendance and Overboarding Policy (*), unless an exception thereto has been approved by the Board. That includes the expectation to attend all meetings of the Board, all applicable committee meetings, and each annual meeting of shareholders. All the members of the Board attended the 2025 Annual Meeting. Each of the current members of the Board is expected to attend the 2026 Annual Meeting. During 2025, the Board held six Board meetings. All directors then serving attended at least 75 percent of the aggregate number of meetings of the Board and Board committees on which they served.

Responsiveness to Shareholders

•The fact that the Company has declassified its Board and implemented majority voting for directors (in the form of a director resignation Bylaw) in response to shareholder proposals, as well as allowing its shareholder rights plan (poison pill) to expire, demonstrates responsiveness to expressed shareholder concerns. In fact, implementation of majority voting for directors (in the form of a director resignation Bylaw) was done with the input and concurrence of the shareholder proponent as to form of adoption of the same.

•The Company also implemented a Lead Independent Director Policy (*) to address concerns raised by shareholders when the Company had a non-independent Chair of the Board, again demonstrating its commitment to good corporate governance and ongoing engagement with shareholders.

•The Company has added a Sustainability section to its website (which is updated periodically) and publishes a Sustainability Report annually that provides short and long term sustainability goals, key information regarding progress that the Company is making for sustainability initiatives, and key information about the Company's inclusion efforts and human capital management.

•The Company has added additional diversity considerations to its director nominating policies in response to suggestions from shareholders. Such considerations, along with the actual practices of the Nominating and Corporate Governance Committee, have led to a broader and more inclusive director candidate pool and a more inclusive Board.

Board of Directors Leadership Structure

•Mr. Schaum serves as an independent Chair of the Board.

•The Company acknowledges that independent board leadership is important, and the independent directors will continue to meet outside of the presence of management.

•Even with an independent Chair of the Board, the Company remains of the belief that it is important that the Board have flexibility to determine the most qualified person to serve as Board Chair, rather than unduly impairing such flexibility with any policy requiring an independent Chair of the Board.

•While the Board has an independent Chair, and the next Chair may be independent as well, alleviating the need for a Lead Director, the Lead Independent Director Policy nevertheless remains in place to continue to provide the Board appropriate flexibility.

•The Board, and each standing committee of the Board, undertake, regularly, self-evaluations which include: written evaluations; collection of relevant information; summary and review of the same by the Board and each committee; and the opportunity for peer review and for each director to comment thereupon. This process has helped inform the Board in regard to existing director qualifications, skills, attributes, and experience and those needed for the future.

Audit Committee

•The Company’s Audit Committee currently includes Mr. Deur (Chair), Ms. Starkoff, and Mr. Walker.

•The Audit Committee met five times during the fiscal year ended December 31, 2025. Additional information regarding the functions performed by the Audit Committee is set forth in the following "Report of the Audit Committee."

•The Board has affirmatively determined that all members of the Audit Committee meet the appropriate tests for independence, including those set forth in the NASDAQ Stock Market Rules.

•All Audit Committee members possess the required level of financial literacy, and the Board has determined that at least two members of the Audit Committee, Mr. Deur and Mr. Walker, meet the current standard of audit committee financial expert as required by the Sarbanes-Oxley Act.

•The Audit Committee operates pursuant to the Gentex Corporation Audit Committee Charter (*), which includes oversight of the Company's financial statements, financial reporting processes, certain compliance, and risk management, including cybersecurity.

•The Company’s independent auditors are engaged by and report directly to the Audit Committee and the Audit Committee is actively engaged in selecting the audit engagement partner.

•The Audit Committee, consistent with the Sarbanes-Oxley Act and the rules adopted thereunder, meets with management and the auditors prior to the filing of officer certifications with the SEC to receive information concerning, among other things, any significant deficiencies or material weaknesses in the design or operation of internal controls.

•The Audit Committee’s policy regarding the pre-approval of audit and non-audit services provided by the Company’s independent auditors is outlined in a document called "Revised Audit Committee Procedures for Approval of Audit and Non-Audit Services by Independent Auditors" (*), which is attached as Appendix A to this Proxy Statement.

•The Audit Committee reviews and discusses with the Company's independent auditors all relationships the independent auditor has with the Company so as to be able to determine the auditor's objectivity and independence.

•The Audit Committee has adopted a policy titled "Complaint Submission and Handling Policy" (*), to enable confidential and anonymous reporting to the Audit Committee and to the Company as appropriate.

•The Audit Committee reviews and approves all related-party transactions in accordance with the Audit Committee Charter. This review and approval covers all manners of related-party transactions, which are viewed in light of applicable disclosure requirements, independence standards for directors, and applicable Company codes and policies.

Compensation Committee

•The Company’s Compensation Committee currently includes Mr. Schaum (Chair), Mr. Deur, and Mr. Walker.

•The Compensation Committee met five times during the fiscal year ended December 31, 2025 (and met informally and held other discussions at regularly scheduled Board meetings, and otherwise). The Compensation Committee also met formally in February 2026 in accordance with its responsibilities for executive officer and director compensation. The Compensation Committee is responsible for administering all of the Company’s incentive plans and other compensation arrangements for executive officers of the Company. Additional information regarding functions performed by the Committee is set forth in the following "Compensation Committee Report."

•The Board has affirmatively determined that all members of the Compensation Committee meet the appropriate tests for independence, including those set forth in the NASDAQ Listing Rules.

•The Compensation Committee operates pursuant to the Gentex Corporation Compensation Committee Charter (*), which includes oversight of risks arising from the Company's compensation practices and policies.

•More information regarding the scope of authority of the Compensation Committee, any delegation of its authority, and the role of executive officers is set forth in the "Compensation Discussion and Analysis" below.

•The Compensation Committee has authority under the Compensation Committee Charter to obtain the advice of compensation consultants. In the last year, consistent with the Compensation Committee Charter, the Compensation Committee retained an independent compensation consultant, Mercer (US) Inc. ("Mercer") to advise on certain compensation related matters. Mercer's engagement has from time to time included: an ongoing assessment of the Company's existing compensation program; a competitive analysis of a peer-group of publicly-traded organizations, including base salaries, annual incentives, and long-term incentives; plan design alternatives; pay trends; performance metrics; stock ownership guidelines; employment agreements; and reporting on, and disclosures with respect to, the same, including certain recommendations for potential changes to officer and director compensation. The Compensation Committee did consider the independence of Mercer in assessing the information and recommendations provided by Mercer as set forth herein. Mercer has provided peer group and industry compensation data to both management and the Compensation Committee for executive officers and directors. Such data has been used by the Compensation Committee as a frame of reference for adjusting compensation as more fully described herein, including establishing base pay, annual cash bonuses, and long-term equity incentives of officers and compensation of directors.

•The Board, based on the recommendation of the Compensation Committee, has also adopted "Stock Ownership Guidelines" (*), an "Anti-Hedging and Anti-Pledging Policy" (*) and an Incentive-Based Compensation Recoupment Policy (*), adopted to comply with the SEC approved NASDAQ listing standards requiring adoption of a so-called clawback policy.

•The Compensation Committee does not believe that the Company's compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

Executive Committee

•The Company’s Executive Committee currently includes Mr. Schaum (Chair), Mr. Deur, Mr. Downing, and Mr. Walker.

•The Executive Committee met informally and held other discussions at regularly scheduled Board and Committee meetings, and otherwise, during the fiscal year ended December 31, 2025.

•The Executive Committee has power to act on behalf of the Board, as appropriate, during the time between regular meetings of the Board, but is primarily intended to help the Board ensure it is acting on an informed basis.

•The Executive Committee operates pursuant to the Gentex Corporation Executive Committee Charter (*), which contains limitations on the authority of the Executive Committee to act on behalf of the Board.

•In addition to other limitations on the authority of the Executive Committee to act on behalf of the Board, the Executive Committee similarly does not have power to take any action delegated to the Audit, Compensation, and Nominating and Corporate Governance Committees or any action required to be taken by the independent directors.

•In 2025, the Executive Committee met primarily to serve as a source and conduit of information for the entire Board and to facilitate discussions and considerations at Board meetings.

Nominating and Corporate Governance Committee

•The Company’s Nominating and Corporate Governance Committee currently includes Ms. Brown (Chair), Mr. Anderson, and Dr. Zang, although such committee regularly receives input from other directors.

•The Nominating and Corporate Governance Committee met formally one time during the fiscal year ended December 31, 2025 (and met informally and held other discussions at regularly scheduled Board meetings, and otherwise, including consideration of, and discussions/interviews with, potential candidates for nomination to the Board). The Nominating and Corporate Governance Committee is responsible for identifying and recommending qualified and inclusive individuals to serve as members of the Company’s Board and met formally in February 2026 in accordance with such responsibilities (while also providing the opportunity for other Board members to meet with/interview potential candidates).

•The Board has affirmatively determined that all members of the Nominating and Corporate Governance Committee meet the appropriate tests for independence, including those set forth in the NASDAQ Listing Rules.

•The Nominating and Corporate Governance Committee operates pursuant to the Gentex Corporation Nominating and Corporate Governance Committee Charter (*), which includes oversight of the Company's environmental, social and corporate governance (ESG) and sustainability efforts. The Board maintains oversight of, and remains engaged with respect to, the Company's ESG and sustainability efforts, but now receives additional support from the Nominating and Corporate Governance Committee in ESG and sustainability.

•The Nominating and Corporate Governance Committee has adopted certain procedures contained in a document called "Selection Process for Board Candidates" (*) to consider candidates for director nominations. Generally, the Nominating and Corporate Governance Committee identifies candidates from a variety of resources to ensure an inclusive pool of candidates, with support of the other Board members and management, as needed. Candidates that meet the established criteria are identified and presented to the entire Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, with other Board members involved as well, will then conduct interviews and reviews, as appropriate and necessary. The Nominating and Corporate Governance Committee considers and approves of the most qualified candidates so it can make its recommendations to the full Board.

•The Nominating and Corporate Governance Committee has established certain qualifications for candidates, which are contained in a document called "Position Profile of a Member of the Board of Directors" (*). Those required qualifications include: working and/or experience with an entrepreneurial company; high level of personal and professional integrity; successful and distinguished business management career (using the Company's core principles); understanding of the Company's markets; and ability to work effectively with current Board members, with appropriate flexibility to ensure the best candidates are identified. The Position Profile also sets forth other desirable experience and qualifications, including inclusivity considerations.

•The Nominating and Corporate Governance Committee continually refines its on-boarding process for new directors, including new Board members being invited to attend committee meetings so as to allow such new Board members the opportunity to better understand the Company and Board operations.

•The Nominating and Corporate Governance Committee has not, to date, paid any third party a fee to assist in identifying and evaluating nominees, but has the authority to do so.

•The Nominating and Corporate Governance Committee has not received any potential director candidates for nomination from any shareholder that beneficially owns more than five percent (5%) of the Company's common stock.

•The Nominating and Corporate Governance Committee (and the entire Board) is committed to maintaining inclusivity on the Board. As such, the Nominating and Corporate Governance Committee will continue to avail itself of a variety of resources in its efforts to identify qualified and inclusive director candidates. Candidates are sought not only in traditional corporate environments, but also other environments such as government, academia, private enterprise, nonprofit organizations, and a variety of professions. In order to promote inclusivity, the Nominating and Corporate Governance Committee is: willing to consider exceptions to the Board Attendance and Overboarding Policy for appropriate candidates; considering search firms with a track record of identifying qualified, inclusive director candidates; as appropriate, seeking to engage with organizations representing the interests of women and minorities; and periodically reviewing its processes and procedures to ensure there are no structural impediments to maintaining Board inclusivity. As a result of such processes and procedures, the Company not only has a highly qualified and capable Board, but also an inclusive Board with two female directors and three other diverse directors (including two African Americans and one Chinese American). The Nominating and Corporate Governance Committee believes the processes and procedures established have created an effective and inclusive Board.

•The Nominating and Corporate Governance Committee will consider nominees for the Board from a variety of sources, including current directors, management, retained third-party search firms, and shareholders. The Nominating and Corporate Governance Committee avails itself of a variety of available resources for candidates (and from non-executive positions and/or non-traditional environments). If you want to recommend a director candidate, you may do so in accordance with the Company’s procedures or the Company’s Restated Articles of Incorporation. If a shareholder desires to recommend a candidate for consideration by the Nominating and Corporate Governance Committee for inclusion in the Company’s 2027 Proxy Statement as a Board nominee, that recommendation should be submitted in writing, together with appropriate biographical information, to the Chair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary’s Office, Gentex Corporation, 600 North Centennial Street, Zeeland, Michigan 49464. Any such nominations should be received by the Chair of the Nominating and Corporate Governance Committee by no later than December 31, 2026, to allow adequate time for consideration of the nominee. To comply with the universal proxy rules, shareholders who

intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 by no later than March 22, 2027. Other nominations by shareholders for any directorship may be submitted to the Board by written notice as set forth in the Company’s Restated Articles of Incorporation and Bylaws, or pursuant to the rules and regulations promulgated under the Securities Exchange Act of 1934.

•The Nominating and Corporate Governance Committee has corporate governance responsibilities as delegated by the Board, including oversight of ESG matters and sustainability issues.

Codes

•The Board has adopted a "Code of Ethics for Certain Senior Officers" (*) that applies to certain of the Company’s officers, including the chief executive officer, principal financial officer and principal accounting officer. Information concerning any alleged violations is to be reported to the Audit Committee.

•The Company has also adopted a "Code of Business Conduct and Ethics" (*). This Code applies to all directors, officers and employees of the Company.

•No waivers of either of the foregoing codes have occurred to date.

Shareholder Communication with Members of the Board

•You may contact any of our directors by writing them: Board, c/o Corporate Secretary’s Office, Gentex Corporation, 600 North Centennial, Zeeland, Michigan 49464.

Personal Loans to Executive Officers and Directors

•The Company complies with and will operate in a manner consistent with an act of legislation outlawing extensions of credit in the form of personal loans to or for its directors and executive officers.

Director and Executive Officer Stock Transactions

•Under the regulations of the SEC, directors and executive officers are required to file notice with the SEC of any purchase or sale of the Company’s stock. Information on filings made by any of our directors or executive officers can be found on the Company’s web site under "SEC Filings" at http://ir.gentex.com. The Company has in place an Anti-Hedging and Anti-Pledging Policy(*) which prohibits directors and officers from engaging in certain transactions such as puts, calls, options, other derivative securities, collars, forward sales contracts, and short selling with respect to the Company's stock. See "Compensation Discussion and Analysis" below.

Insider Trading Policies

•The Board has adopted the Gentex Corporation Policy on Insider Trading addressing the trading, or causing the trading, of the Company’s securities. The Policy on Insider Trading applies to all directors, officers and certain other employees of the Company. This Policy on Insider Trading has been reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NASDAQ listing standards. This Policy on Insider Trading is attached as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 24, 2026.

Sustainability

•The Company has a Sustainability section of its website (https://www.gentex.com/about/sustainability) to provide insight into how the Company is committed to protecting the environment by complying with all environmental laws and related requirements, while at the same time striving for continual improvement in sustainability and environmental performance. The Company's Sustainability Report, published each year and available on the Company's website, provides significant details regarding the Company's approach to sustainability.

•The Company makes intentional decisions that reflect the desire to be responsible with all resources and achieve the Company's goal of meaningful improvement.

•The Company meets or exceeds all relevant legal and customer requirements, which are significant in the Company's primary industries. Doing so necessitates continual improvement in minimizing waste and preventing pollution. In fact, the Company periodically establishes objectives and targets to minimize pollution and adverse impacts on the environment associated with its business activities, which are available on the Company's website, as noted.

•The Gentex Environmental Management System (GEMS), the Company's environmental management system, is based on ISO 14001 (international environmental standard). This system governs environmental performance by addressing the impact of the Company's activities, products, and services on the environment. At each Company facility, environmental impact is measured and improved upon annually by eliminating waste and emissions, maximizing efficiency of processes and resources, and increased recycling and reuse. The foregoing has allowed the Company to establish long-term measures for minimizing the negative effects on the environment, while maximizing positive outputs for the communities in which the Company operates. Various metrics are tracked to gauge the environmental performance of the Company’s facilities, including: electricity use; process water use; natural gas use; VOC air emissions; and greenhouse gas emissions (both those directly controlled and those from electricity usage). Each year GEMS annual goals are disclosed and then reported in the Company’s Sustainability Report.

•The Company's Michigan facilities, the Company's Shanghai facility, and the VOXX International Corporation ("VOXX") Orlando, Florida facility are all ISO 14001 certified.

•The Company understands that energy use and manufacturing are large contributors of the Company's overall greenhouse gas emissions. As such, the Company remains committed to improving energy-efficiency. To that end, the Company has announced the following carbon reduction and neutrality goals:

– By 2026, 15% below 2021 levels

– By 2031, 40% below 2021 levels

– By 2041, 70% below 2021 levels

– By 2049, carbon neutrality

•The Company implements efficient alternatives for capital equipment, uses automated building management systems to use less energy, and has put in place extremely efficient lights and HVAC equipment. The Company also participates in the local Energy Smart Program, which promotes the implementation of progressive energy efficiency projects, including achieving the maximum goal possible for lighting and HVAC improvements, compressed air leak audits, and building control systems. The Company also converted one of its manufacturing facilities to be powered entirely by renewable energy in 2022. The Company has two facilities with onsite solar power and is in the process of adding solar power to a third facility.

•At its primary facilities, the Company purchases specified levels of renewable energy (including wind and landfill gas).

•Electricity and natural gas usage, greenhouse gas and VOC emissions, and process water use are all tracked and disclosed in the Company’s Sustainability Report.

•The Company also has robust waste and recycling strategies, tracking solid waste to landfill, solid waste recycled, and regulated waste. As a part of its strategies, the Company has committed to the following landfill avoidance goals:

– By 2026, 20% below 2021 levels

– By 2031, 60% below 2021 levels

– By 2041, 90% below 2021 levels

– By 2045, zero landfill waste

•The Company has already achieved its 2026 landfill avoidance goal ahead of schedule.

•Solid waste to landfill, solid waste recycled, and regulated waste are also tracked and disclosed in the Company’s Sustainability Report.

•Each year the Company also undertakes other sustainability initiatives which are also disclosed in the Company’s Sustainability Report, including actions related to energy, waste stewardship, water management, and environmental protection. Regarding energy, the Company: utilizes software-managed and occupancy-sensor controlled lighting in all facilities; has air economizers and energy recovery units in HVAC systems; utilizes energy efficient fluorescent lighting; has certain white material roofs to reflect sunlight; has insulated metal panel systems for exterior walls (for energy efficiency); captures excess heat from compressed air systems and uses it to

preheat/temper water used in production; takes excess water from production processes to use in boiler/snow melt water; and installed a centralized water chiller plant to lower energy use. Regarding waste stewardship, the Company improved its cleaning method for certain products to reduce material usage, preventing thousands of pounds of additional waste material and uses recycled materials in facility carpets. In terms of waste management, the Company: put in place a water recovery system that significantly reduced overall water usage; collects storm water to reduce discharge into municipal drain systems; implemented irrigation software to monitor weather conditions thereby reducing water consumption; and diligently works to monitor and reduce potential pollutants in its facilities. In terms of environmental protection, the Company has: integrated “green roofs”; adopted a highway to clean waste from public lands; constructed wetland and wildlife habitat areas; and acquired property which includes natural wetlands. As regards transportation, the Company maintains: 30 electric vehicle charging stations; a bicycle fleet for travel between facilities; a bus shelter to encourage bus ridership; and Sweed banding choppers at certain facilities to reduce the frequency of trips for recycling.

•The Company has engaged a leading platform partner for surveying and tracking sustainability initiatives in the Company's supply base.

Human Capital Management/Social Concerns

•The Company fosters a collaborative culture founded on devotion to quality and innovation. An inclusive environment is nurtured so that team members can perform, support each other, and continue to grow and learn, including on-the-job training.

•The Company fosters an inclusive environment where employees can perform at their best, support each other professionally, and continue to learn and grow, so as to achieve personal and Company goals. The Company has also introduced new Core Values and Personal Behaviors to communicate shared common values and ways of working together to achieve personal and business goals.

•This culture is supported by a competitive compensation system that goes beyond base salary and includes for virtually all employees: quarterly profit-sharing bonuses; an extensive equity compensation program that extends to all eligible employees; an employee stock purchase plan; and 401(k) plan (or other retirement plan for non-US employees) with Company matching. On-the-job training, tuition reimbursement, and a partnership with two colleges to offer free or reduced-cost classes are available to employees who want to advance their education.

•The Company also provides a healthy and safe climate-controlled work environment that includes an on-site wellness center and on-site health clinic at its headquarters. A number of health-related programs are available to employees, including: asthma/COPD management services; diabetes management; "Smart Health," which gives employees and spouses a way to earn wellness credits; the Gentex Cares+ Employee Assistance Program; and a Community Supported Agriculture program, where employees can sign up to receive shares of seasonal produce from a local farm delivered to them at work. The Company also opened the Gentex Discovery Preschool in 2025, an on-site childcare and preschool center designed to provide employees with convenient, cost-effective access to quality childcare during first and second shift hours.

•Evidence of the Company's commitment to inclusion is its cultivation of an ethos that allows team members to make a lasting impact in the communities in which the Company operates, all while attracting and retaining talent from all walks of life that can help propel the business forward. While the Company has an environment of equal employment opportunity related to recruitment, hiring, promotion, discipline, and other terms of employment, the commitment to have a skilled and representative world class workforce goes beyond.

•The Company's inclusivity initiatives are supported by its officer in charge of the same, which helps implement specific inclusivity programs, supports internal training, and creates opportunities to spread awareness throughout the organization. The Company's council is led by Mr. Joe Matthews and includes employees from a variety of departments. The Company's inclusivity initiatives are further supported by an Advisory Board, which is also led by Mr. Matthews, and includes various executives, including the CEO, and two external members who are experts in the field of inclusion.

•As a part of its ethos, the Company maintains a growing list of business resource groups ("BRGs") comprised of individuals with similar interests or backgrounds that work internally to support one another, develop leadership skills, and enhance cultural awareness. Among current BRGs are Women@Gentex, Gentex V.E.T.S., and Emerging Professionals. The Women@Gentex business resource group has received two awards recognizing its mission to support women in the workplace. In 2023, the group received a Pillar Award from the Women's

Resource Center in Grand Rapids, Michigan for advancing women in the workplace. In 2025, the Automotive Women’s Alliance Foundation presented a Group Achievement Award for inspiring and advancing women in the automotive industry. In 2023, the Michigan Veterans Affairs agency awarded the Company silver-level veteran friendly employer status for the resources the Company provides to military veterans. In 2025, the Gentex V.E.T.S. celebrated 10 years of holding an on-site Veterans Day Ceremony to honor and recognize its employees who served in the military.

•Efforts in this regard at the Company extend to the supply base as well, where the Company been recognized for ongoing efforts to increase supplier relationships with certified minority, woman, veteran, and LGBTQ+-owned enterprises. In fact, the Company mentors certain such suppliers to help them develop the business systems and technology improvements necessary to support future growth. The Company is a member of, or otherwise involved in: the Michigan Minority Supplier Development Council; Original Equipment Supplier's Association - Diversity & Inclusion; Board of Governors, Consumer Technology Association - D&I Group; Michigan Diversity Connection; West Michigan Hispanic Chamber of Commerce; and the Great Lakes Women's Business Council.

•Hiring rates, voluntary and involuntary turnover rates, internal rates of hiring and promotion, and safety records are measures of the Company's success in human capital management. While hiring and inclusivity policies are in place to remain on track in terms of appropriate human resources management, the inclusivity efforts have furthered the process of creating a welcoming environment so the Company can hire and retain the best people. The Company produces a Sustainability Report, referenced herein, providing more information regarding corporate responsibility. To ensure an excellent and increasing employment base, the Company has added Spanish speaking manufacturing lines, which involve translating materials for recruiting, orientation, on-boarding, training, benefits and work instructions in the Spanish language. In 2024, the Company’s Vice President of Accounting and Corporate Controller was honored as one of the 25 Most Influential Latinos in West Michigan for her work to establish the Company’s Limited English Proficiency Program. The Company was also presented with a DE&I Champion Award from the MEMA Original Equipment Suppliers Association for championing the spirit of inclusivity within the organization and in the communities where employees live.

•The Company's inclusivity efforts in terms of actively developing and using minority, women, and veteran-owned suppliers have been acknowledged and recognized by multiple OEM customers. In fact, Toyota Motor Engineering & Manufacturing North America, Inc. has specifically recognized the Company's efforts over the last 10 years to increase supplier relationships with minority business enterprises. The Company has also won supplier diversity awards from Honda, Nissan, and Toyota.

•In 2022, the Company established the Gentex Foundation, which provides financial grants to organizations across the country in support of economic development, children's services, public health, housing assistance and inclusivity initiatives, among other causes. The Gentex Foundation is managed by a board of directors that reviews grant applications with a particular focus on communities where Company employees live and work, consistent with the organization's values of integrity, compassion, innovation, and inclusivity. Employees are encouraged to organize on-site fundraisers and to spend time volunteering at worthy charitable organizations, in addition to giving financially. Support is also provided to a number of minority organizations in keeping with the Company's efforts, and to continue to build an even more inclusive and skilled workforce. The Gentex Foundation created the Amanda Clark Scholarship, which awards a $20,000 scholarship to a female high school senior who is planning to earn a science, technology, engineering, or math (STEM) degree at a four-year college/university. The Foundation has awarded five students with the scholarship since 2023. The Company also created a Material Science Scholarship in partnership with the University of Utah to support college students. Scholarship recipients receive $2,000/year for two years from the Company and a matching $1,000/year from the John and Marcia Price College of Engineering at the University of Utah. The Company's German subsidiary (Gentex GmbH) also created technical scholarships with Hochschule Esslingen and the Hochschule Heilbronn that involve 3,600 Euro/year of scholarship awards.

•The Company also has an Employee Hardship Fund that is designed to provide financial aid to employees when they experience a disaster or other personal hardship. Any employee can apply for assistance based on several eligibility requirements and receive a grant of up to $5,000. Examples of qualifying events are: natural disasters; house fire; flood damage; vehicle accidents; military deployments; serious illnesses; violent crime victim; domestic abuse; and death of an employee or their spouse or dependent child. The Employee Hardship Fund is supported by the Company, however, it is managed by a third party.

•The Company's Board and its committees have regular touchpoints with management regarding: employee engagement; workforce planning (including capabilities and skills development); safety; understanding workforce demographics and strategies with respect thereto; and corporate culture. The Board and management know the right talent is required to implement the Company's strategies. As such, the Board and its committees work with

management regarding the approach to, and investment in, human capital that includes recruitment, talent development, retention, and inclusion. The Board and the Nominating and Corporate Governance Committee have access to all levels of employees in the Company in their efforts to properly oversee human resource issues.

•The Nominating and Corporate Governance Committee has taken, and continues to take, concrete steps to ensure Board inclusivity, including use of various resources and environments to identify qualified director candidates from all walks of life. Such candidates are contacted and interviewed in order to continue to build an even more inclusive, qualified, and capable Board. The Nominating and Corporate Governance Committee's actions have shown tangible results.

•The Company values its people as demonstrated by empowering employees at all levels and making a significant investment in them each day by providing high quality health care (including onsite health care), wellness programs, and state of the art fitness facilities.

•The Company not only values employee wellness, but as importantly, employee safety with the Board receiving a report at each Board meeting of total recordable cases, which remain well below industry averages. Prioritizing safety not only improves morale and efficiency, but lowers costs overall as well.

•The Board has implemented a Complaint Submission and Handling Policy to allow employees to raise concerns as needed.

Risk Oversight

•While the Board actively oversees risk management generally, management of the Company is charged with managing risk through appropriate internal processes and internal controls.

•On behalf of the Board, the Audit Committee oversees Company risk policies and procedures relating to financial statements and financial reporting processes, certain compliance, cyber-security risks, credit risks, liquidity risks, and certain other business risks.

•The Audit Committee engages in typical oversight of internal control over financial reporting.

•The Audit Committee, as well as the Board, also require as a periodic agenda item a business risk update covering facilities, IT infrastructure, manufacturing, materials/supply chain, and human resources.

•In addition, the Audit Committee further requires as a periodic agenda item an IT security update covering cyber-security, the IT security framework, and IT security initiatives, using benchmarking as appropriate.

•The foregoing allows the Audit Committee and the Board to engage management and the independent auditors with respect to related risk assessments, risk management, risk mitigation, and appropriate action plans with respect thereto, if and when appropriate.

•The Compensation Committee designs the officer compensation system so as to minimize risks arising therefrom, including avoidance of excessive risk taking as further discussed in "Compensation Discussion and Analysis."

•The Nominating and Corporate Governance Committee has oversight of ESG and sustainability risks so as to promote identification and monitoring of such risks as ESG and sustainability became increasingly important. The foregoing allows the Nominating and Corporate Governance Committee to engage management with respect to related risk assessments, risk management, risk mitigation, and appropriate action plans with respect thereto, if and when appropriate.

•The Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee each report to the Board periodically and, as appropriate, with regard to their respective risk oversight functions.

•The foregoing risk oversight does not necessarily have a material effect on the Company's leadership structure.

•The Board also annually reviews the Company's various insurance coverages.

Report of the Audit Committee

The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities for management’s conduct of the Company’s accounting and financial reporting processes and the Company’s system of internal controls regarding finance, accounting, legal compliance and ethics. The Audit Committee’s function is more fully described in its Audit Committee Charter, which the Board of Directors has adopted and is available on the Company's website. The Audit Committee reviews this Audit Committee Charter on an annual basis. The Board of Directors annually reviews the Nasdaq Global Select Market definition of independence for audit committee members and has determined that each member of the Audit Committee meets that standard.

Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, and financial reporting principles, internal controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. The Company’s independent auditors, Ernst & Young LLP, are responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

Pursuant to action of the Audit Committee on February 18, 2026, the Audit Committee reports that it has: (i) reviewed and discussed the Company's audited financial statements with management; (ii) discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission; and (iii) received the written disclosures and the letter from the independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant's independence. Based on the review and discussions referred to in Items (i)-(iii) above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's annual report on Form 10-K for the year ended December 31, 2025, for filing with the Securities and Exchange Commission.

The Audit Committee has selected Ernst & Young LLP as the Company’s independent auditors for the year ending December 31, 2026, and has submitted the same to the shareholders for ratification at the Annual Meeting.

This report of the Audit Committee does not constitute "soliciting material" and should not be deemed "filed" or incorporated by reference into any of the other Company filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates this report by reference therein.

Audit Committee: Garth Deur, Chair

Kathleen Starkoff

Brian Walker

February 18, 2026

Report of the Compensation Committee

The primary purpose of the Compensation Committee of the Board of Directors of the Company is to assist the Board of Directors in discharging its responsibilities related to compensation of the Company's officers. The Compensation Committee's function is more fully described in its Compensation Committee Charter, which the Board of Directors has adopted and is available on the Company's website. The Compensation Committee reviews its Compensation Committee Charter on an annual basis, recommending changes to the Board of Directors when and as appropriate. The Compensation Committee is comprised of three members, each of whom the Board of Directors has determined meets the appropriate independence tests for compensation committee members under the NASDAQ listing standards.

Pursuant to action of the Compensation Committee, the Compensation Committee reports that it has reviewed and discussed the Company's Compensation Discussion and Analysis with management. Based on the above-referenced review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company's annual report on Form 10-K for the year ended December 31, 2025, and this Proxy Statement, for filing with the Securities and Exchange Commission.

This report of the Compensation Committee does not constitute "soliciting material" and should not be deemed "filed" or incorporated by reference into any of the other Company filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates this report by reference therein.

Compensation Committee: Richard Schaum, Chair

Garth Deur

Brian Walker

February 18, 2026

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

Our Compensation Discussion and Analysis describes the key principles and approaches used to determine the elements of compensation awarded to, earned by, and paid to each of our named executive officers ("NEOs") during 2025. The discussion provides information and context to the compensation disclosures included in the accompanying compensation tables and footnotes therein. It should be read in conjunction with such disclosures. It also addresses any changes to the same for 2025.

The following Company executives are our NEOs for 2025:


Name			Title
Steve Downing			President and CEO
Neil Boehm			COO and CTO
Kevin Nash			Vice President, Finance, CFO, and Treasurer
Matt Chiodo			Chief Sales Officer and Senior Vice President, Sales
Scott Ryan			Vice President, General Counsel and Corporate Secretary

We first provide a brief overview of our officer compensation program and then discuss and analyze topics including:

Relationship Between Pay & Performance How Compensation Decisions are Made

Elements of the Executive Compensation Program Compensation Policies & Practices

OVERVIEW

Our Performance

Company sales increased 10% on a year-over-year basis, including sales from VOXX, which was acquired on April 1, 2025. The Company also continued to make improvements in its gross margin profile in 2025. We continue to believe we remain well positioned for long term success. For example, in 2025, Core Gentex sales without VOXX declined 2%, primarily driven by tariff and counter-tariff actions, which negatively impacted sales in the China market. Nevertheless, revenues increased approximately 1% year-over-year within the Company's primary regions of North America, Europe, and Japan/Korea, despite a 1% decline in light‑vehicle production in those same markets. Continued execution of our product development and growth strategy, as well as the alignment of product strategies with VOXX, should provide the opportunity for us to outperform our underlying markets in the future.

Compensation Philosophy

Our compensation program is designed to balance short-term performance with long-term growth and value creation. Our compensation and benefits must be competitive with compensation arrangements provided to officers at comparably sized companies with whom we compete for talent. Our officer compensation philosophy is reviewed annually by the Compensation Committee, and has the following key objectives:

•Reward performance - An increasing percentage of officer pay is performance-based, and therefore, at risk. Our pay programs reflect our “pay-for-performance” culture that aligns officer incentives with the interests of our shareholders. This philosophy permeates our organization as even below the officer level, other employees receive profit sharing bonuses and are eligible to purchase stock under the Employee Stock Purchase Plan at a 15% discount, in addition to many full-time employees receiving stock options and/or restricted stock.

•Emphasize long-term incentive compensation - We share a portion of the value created for shareholders with those responsible for the results through our use of equity incentives. In order to promote this, the Company rewards officers for delivering long-term earnings before interest, taxes, depreciation, and amortization ("EBITDA") and return on invested capital ("ROIC") with performance shares that have cliff-vesting over a three-year performance period and restricted stock that also has three year cliff-vesting

to minimize management turnover and further align officer incentives with those of our shareholders. EBITDA is calculated from the financial statements by adding interest, taxes, depreciation, and amortization expenses to net income. ROIC is calculated from the financial statements with this formula: net income divided by invested capital, expressed as a percentage. Invested capital is calculated based on the average amount of shareholders' equity and long term debt from the Company's balance sheet.

•Drive ownership mentality - We expect officers and directors to personally invest in our success and have adopted Stock Ownership Guidelines that set forth expectations that our executive officers and non-employee directors own or acquire a significant amount of our stock.

•Attract, retain and reward the best talent to achieve superior results - To be consistently better than our competitors, we need to recruit and retain superior talent that is able to drive superior results. We have structured our compensation program to motivate and reward such results.

Compensation Alignment with Business Strategy

Our long-term strategy builds on our strong technology foundation and leverages our operating model and technologies to drive performance in our primary industries, while at the same time actively seeking opportunities in other industries.

Our officer compensation program reflects our short-term and long-term strategy by design and uses certain key, objective performance metrics to evaluate performance. These key objective performance metrics are important financial measures that help provide sharp focus on critical results in running our business efficiently and effectively. While not always immediately reflected in current share price, we believe that such performance metrics are key to driving value creation in the long run.


Achieve Top Line Growth		Alignment with Incentive Plan Metrics
- Strengthen customer centricity to deliver growth		Annual Incentive Plan
		–Revenue 33.33%
Drive Profitability		–Operating Income - 33.33%
- Achieve both short-term and long-term profitability goals	ó	–Earnings per Diluted Share - 33.33%

Maximize performance returns and maintain a strong balance sheet		Long-Term Incentive Plan
- Generate cash flow to support future growth through capital and technology investments and to provide returns to shareholders		–3 year cumulative EBITDA - 50%
- Deliver appropriate ROIC		–3 year cumulative ROIC - 50%

Our Officer Compensation Practices

Our officer compensation program features many best practices that serve shareholder interests.


What We Do…		What We Don't Do...
ü	Base a significant portion of compensation on the achievement of objective, pre-established goals tied to financial, operational, and strategic measures.	û	No excise tax gross ups
ü	Award incentive compensation based primarily on objective measures, both short-term and long-term.	û	No excessive perquisites
ü	Provide compensation in equity to help meet Stock Ownership Guidelines.	û	No hedging or pledging of stock
ü	Maintain a compliant clawback policy to recapture unearned incentive payments.	û	No excessive change-in-control severance provisions
ü	Retain an independent compensation consultant when appropriate.	û	No dividends paid if performance shares are not earned
ü	Include double trigger of vesting of equity awards upon an appropriately defined change in control.

Say on Pay

Last year’s advisory vote on executive compensation was supported by 96% of our shareholders who voted on the same at the Company's 2025 Annual Meeting of Shareholders. The Board remains committed to understanding the views of our shareholders by taking into account the results of advisory votes on NEO compensation. Given the 2025 say-on-pay results, the Compensation Committee continues to focus on having a performance-based compensation system that aligns overall executive compensation with our business goals and objectives in accordance with shareholder expectations. The Board and the Compensation Committee will again consider the results of the 2026 advisory vote on NEO compensation.

2026 Compensation Structure

For 2026 NEO compensation, the Compensation Committee kept in place its Amended and Restated Annual Incentive Performance Based Bonus Plan ("Annual Incentive Plan") and Long-Term Incentive Plan ("Long-Term Incentive Plan"), pursuant to the Gentex Corporation 2019 Omnibus Incentive Plan, as amended ("2019 Omnibus Plan"), which has been approved by the shareholders. As set forth in Proposal 4 below, the 2019 Omnibus Plan will be replaced by the Gentex Corporation 2026 Omnibus Incentive Plan ("2026 Omnibus Plan"), if approved by the shareholders at the Annual Meeting. If the 2026 Omnibus Plan is not approved by the shareholders, the existing Gentex Corporation 2019 Omnibus Incentive Plan, which was already approved by shareholders, will remain in place. Below is a summary of the Annual Incentive Plan and Long-Term Incentive Plan along with rationale for each:

Incentive Plans

Annual Incentive Plan

2025 Metrics

2026 Metrics

Reasons

Revenue

Aligns short-term officer incentive pay with appropriate objective performance targets.

Operating Income

Earnings per Diluted Share

Long-Term Incentive Plan

2025-2027 Metrics

2026-2028 Metrics

Reasons

3-year cumulative EBITDA

EBITDA and ROIC have been identified by the Compensation Committee as key measures for management to drive growth and create shareholder value. These metrics provide clear measures of our long-term performance.

3-year cumulative ROIC

3 year cumulative ROIC

(using performance shares and restricted stock)

Base Salaries

The Compensation Committee continues to consider market median of an appropriately selected peer group ("Peer Group") in determining base salaries of our officers, but also considers other factors such as economic, market, and industry conditions.

See below for additional information on 2025 NEO compensation.

RELATIONSHIP BETWEEN PAY & PERFORMANCE

Comparator Compensation Data

One of the factors our Compensation Committee uses in setting officer compensation is an evaluation of how our target compensation and benefit levels compare to those of similarly situated executives at companies that comprise our officer compensation Peer Group. Our philosophy for officer pay, including NEO pay, is to target the 50th percentile of our Peer Group and to use general industry market data as provided by the Compensation Committee’s independent compensation consultant as appropriate. In addition to market data, other factors such as an individual’s experience, responsibilities, and long-term strategic value are also considered when making recommendations and decisions on compensation.

The Peer Group used for benchmarking officer pay, including for NEO's, is made up of companies that are:

•in similar industries where we compete for talent, customers and capital;

•of similar size (as measured by annual revenue, profitability and market capitalization); and

•of similar complexity.

The Peer Group is reviewed by the Compensation Committee every year and modifications are made to ensure each company in the group meets the above comparison criteria. The companies shown in the table below comprise our Peer Group:


Allison Transmission Holdings, Inc.			ITT Incorporated
Barnes Group Inc.			LCI Industries
Cooper-Standard Holdings			Littelfuse, Inc.
Donaldson Company, Inc.			Methode Electronics, Inc.
Dorman Products, Inc.			Modine Manufacturing Company
Federal Signal Corporation			Nordson Corporation
Franklin Electric Company, Inc.			SPX Technologies, Inc.
Gentherm Incorporated			Standard Motor Products, Inc.
Graco Inc.			Visteon Corporation
IDEX Corporation

Pay for Performance

As part of adopting the Long-Term Incentive Plan, the Compensation Committee considered the correlation between NEO realizable compensation and Company performance. The Compensation Committee will continue to review the alignment between pay of our NEO's and our performance on a short and long-term basis.

NEO Pay Mix

To align pay levels for our NEOs with the Company's performance, the compensation program places the greatest emphasis on performance-based incentives. A significant majority (in 2025, 83% of our CEO’s target compensation awarded and 71% of the average target compensation awarded of our other NEOs) is performance-based.

ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program has three primary pay components: base salary; annual performance-based cash bonuses (under the Annual Incentive Plan); and long-term equity incentives (under the

Long-Term Incentive Plan). The Long-Term Incentive Plan was adopted in 2019, which implements the use of performance share awards.

Cost

Element

Key Characteristic

Why We Pay this Element

How we Determine the Amount

Fixed

Base Salary

Fixed compensation payable in cash. Reviewed annually and adjusted when appropriate.

Provide a base level of competitive cash compensation for attracting and retaining officer talent.

Experience, job scope, individual performance, and market data, including market median of our Peer Group.

Variable

Annual cash incentive award

Variable compensation payable in cash based on annual performance-related financial goals.

Motivate high performance and award results, in the near term.

Based on financial performance metrics (revenue, operating income, and earnings per diluted share) and market data, including market median of our Peer Group.

Performance Share Award ("PSA")

PSAs vest after a three-year performance period based on meeting cumulative performance related financial objectives.

Align the interests of officers with long-term shareholder value and retain officer talent.

Target awards based on job scope and market data, including market median of our Peer Group.

Minimize risk taking behaviors for positive long-term results.

Payouts are based on our performance on financial metrics (EBITDA and ROIC), on a cumulative basis over a three-year period.

Restricted Stock ("RS")

RS vests on the third anniversary of the grant date.

Increase equity-ownership and focus officers on providing shareholders with appropriate returns.

Target award based on job scope and market data, including market median of our Peer Group.

Vesting terms and Stock Ownership Guidelines promote retention and a linkage to the interest of shareholders.

Base Salary

We provide base salaries to compensate our officers, including NEOs, for their primary roles and responsibilities and to provide a stable level of annual compensation. Actual NEO salary levels and adjustments thereto vary based on the NEOs role, level of responsibility, experience, individual performance, future potential and market value, and market data including market median of our Peer Group, as well as economic, market, and industry conditions. In addition, salary increases may be warranted because of a promotion or change in responsibilities.

As previously disclosed, the Compensation Committee has a goal that base salaries for officers, including NEOs, are at or near the market median for base salaries when compared to the Company's established Peer Group, while considering other factors as well.

Notwithstanding the foregoing, at the request of Mr. Downing and the other named executive officers, based on overall economic, market, and industry conditions, the Compensation Committee and Board approved reduced

base salaries in 2026, choosing to further emphasize performance-based compensation. As such, base salaries for the CEO and other NEOs for 2026 are as follows:


Executive Officer	2026 Base Salary	2025 Base Salary
Steve Downing	$750,000	$850,000
Neil Boehm	$545,000	$575,000
Kevin Nash	$530,000	$555,000
Matt Chiodo	$460,000	$480,000
Scott Ryan	$420,000	$440,000

Annual Incentive Plan

The Annual Incentive Plan is a cash-based plan intended to motivate and reward officers based on Company performance metrics (revenue, operating income, and earnings per diluted shares) that we believe drive shareholder value.

The Annual Incentive Plan covers all officers, including our NEOs. At the beginning of each year, the Compensation Committee reviews and approves an annual cash bonus target for each NEO, as a percentage of base salary for the year, as set forth in further detail below. For 2025, the CEO was eligible to earn from 0% to 220% of base salary and the non-CEO NEOs were eligible to earn from 0% to 150% of their respective 2025 base salaries. The performance-related targets for revenue, operating income, and earnings per diluted share, are set by, and achievement of targets are approved by, the Compensation Committee and/or the Board.

The 2025 Annual Incentive Plan target payout opportunities and results weightings for NEO's are shown in the table below:


Executive Officer	Threshold	Target	Maximum
Steve Downing	55.0%	110%	220%
Neil Boehm	37.5%	75%	150%
Kevin Nash	37.5%	75%	150%
Matt Chiodo	37.5%	75%	150%
Scott Ryan	37.5%	75%	150%

In 2026, for the named executive officers other than Mr. Downing, the target Annual Incentive Plan opportunity was increased by the Board (upon recommendation of the Compensation Committee) from 75% to 80% of base salary to increase the opportunity for performance-based compensation in light of the decreases in 2026 base salaries, such that NEO's (other than Mr. Downing) may in 2026 earn up to 0% to 160% of their respective base salaries. We believe the threshold, target, and maximum opportunity levels are still appropriate for each of the named executive officers. The foregoing payout opportunities are multiplied by the weighting factor of a particular performance metric to determine the amounts of cash bonuses payable to officers based on actual performance compared to the threshold, target, or maximum for a performance metric. When actual performance is compared to the established threshold, target, or maximum, as applicable, for any performance metric, linear interpolation is used to determine any pro rata portion of the performance bonus. The Compensation Committee and/or the Board also have discretion to increase (or decrease) such performance-based bonuses using their judgment, which can include, but is not limited to, sustainable impact, people and growth factors when evaluating a participant's performance and/or establishing performance objectives, provided that bonuses are not in any event to exceed 250% of the applicable base salary. No such discretion was exercised in 2025.

Since its inception in 2019, the Annual Incentive Plan uses the same three key performance metrics and weighting: Revenue (weighted 33.33%); Operating Income (weighted 33.33%); and Earnings per Diluted Share (33.33%), adjusted for tariffs as appropriate, since such metrics are not only appropriate measures of performance, but also align with the Company's overall business strategy.

2025 Annual Incentive Plan Performance

In determining whether annual cash bonuses are paid under the Annual Incentive Plan, actual performance for the year is measured against specified target levels for each performance metric. Generally, the target for the three performance metrics reflects a level of performance, which at the time set would be anticipated to be challenging but achievable. The threshold level is set to be reflective of performance at which the Compensation Committee believed a portion of the award opportunity should be earned. The maximum level was set well above the target, requiring significant achievements and reflecting performance at which the Compensation Committee believed an additional 100% of the target award was warranted.

For 2025, the target performance (along with the thresholds and maximums) and actual results for the performance metrics are as follows:


2025 AIP Performance Metrics	Weight		Threshold*	Target*	Maximum*	Actual*
Revenue	33.33	%	$2,169,303	$2,711,629	$3,253,955	$2,534,269
Operating Income	33.33	%	$402,470	$503,088	$603,706	$473,936
Earnings per Diluted Share	33.33	%	$1.46	$1.83	$2.20	$1.74

* amounts in thousands (000) except for per share amounts.

** As applicable, targets for Revenue, Operating Income, and Earnings per Diluted Share exclude $27.0 million in net tariff costs ($12.9 million of tariff Revenue and $39.9 million of tariff costs) and $11.6 million in severance related expenses and related tax effect, as agreed by the Compensation Committee when setting targets in February of 2025 due to the uncertain nature of such items. No adjustments were made to the actual results.

2025 Annual Incentive Plan Payments

Based on actual Revenue, Operating Income, and Earnings per Diluted Share results compared to the adjusted targets and performance as set forth, the payments for 2025 under the Annual Incentive Plan are shown in the table below:


Executive Officer	2025 Annual Incentive Plan Performance Bonus		2025 Discretionary Bonus
Steve Downing	$	981,937	$	—
Neil Boehm	$	452,899	$	—
Kevin Nash	$	437,146	$	—
Matt Chiodo	$	378,072	$	—
Scott Ryan	$	346,566	$	—

These Annual Incentive Plan results reflect management’s success in improving year‑over‑year gross margins despite the impact of tariff and counter‑tariff actions, which contributed to a 29% decline in revenues from the Company’s China business and added significant incremental complexity and costs to the business. Such improvement reflects continued execution of the previously announced gross margin recovery plan. In addition, these results reflect execution of the acquisition of VOXX, and progress made with respect to the integration of VOXX.

For 2026, the Compensation Committee again established Annual Incentive Plan performance targets for Revenue, Operating Income, and Earnings per Diluted Share similar to those in 2025, excluding severance‑related expenses (net of tax) due to the unpredictable timing and unknown amount of such expenses. For 2026, the Company maintained ±20% of target for determining threshold and maximum performance levels under the Annual Incentive Plan.

Long-Term Incentive Plan

2025. We continue to believe that our long-term performance is driven through an ownership mentality and culture that rewards officers for creating value and maximizing performance. That is a philosophy that permeates our organization as evidenced by the fact that the Company has in the past expanded its equity compensation program to include eligible hourly employees, which now means a total in excess of 5,000 employees have received stock option and/or RS awards. The Long-Term Incentive Plan provides officers, including our NEOs, with incentive

awards that serve an important role by balancing other applicable short-term goals with long-term shareholder value creation, while minimizing risk-taking behaviors that could negatively affect long-term results.

The Long-Term Incentive Plan uses three-year performance periods and the selected performance objectives to determine equity incentive awards so as to balance short term goals under the Annual Incentive Plan with performance objectives associated with longer term value creation under the Long-Term Incentive Plan. The Board and/or the Compensation Committee approves the amount of the long-term incentive awards, which are based on a percentage of the officers', including NEO’s, base salary (which based salaries decreased in 2026 for NEO's as noted). Each officer's, including NEO’s, award opportunity is based on a target dollar value (determined toward the beginning of the performance period) as a percentage of base salary assigned to his or her position based on market comparisons for similar positions, using both Peer Group and general industry market data. The following target opportunities apply for the 2025-2027 performance period under the Long-Term Incentive Plan:


Executive Officer			Long-Term Incentive Plan Target Opportunity Percentage of Base Salary for 2025-2027
Steve Downing			385%
Neil Boehm			185%
Kevin Nash			185%
Matt Chiodo			165%
Scott Ryan			165%

2026. The Long-Term Incentive Plan target opportunity percentages of base salary for 2026–2028 for the named executive officers have been updated from the levels applicable to the 2025–2027 cycle. The Compensation Committee recommended, and the Board approved, these increases to the 2026 Long-Term Incentive Plan target opportunities to further align executive compensation with the interests and goals of shareholders and to increase the opportunity for performance-based compensation in light of the decreases in base salaries as noted. Despite these adjustments, all Long-Term Incentive Plan target opportunities continue to fall within the market median range for long-term incentives relative to each officer’s respective role and responsibilities. The following target payout opportunities for the 2026-2028 performance period under the Long-Term Incentive Plan are shown in the table below.


Executive Officer			Long-Term Incentive Plan Target Opportunity Percentage of Base Salary for 2026-2028
Steve Downing			465%
Neil Boehm			220%
Kevin Nash			210%
Matt Chiodo			210%
Scott Ryan			210%

For the 2026-2028 performance period, the Compensation Committee again established EBITDA and ROIC performance targets in a similar manner as prior years.

Achievement at threshold performance yields 50% of the target award and achievement of the maximum performance yields another 100% of the target award. Actual performance is compared to the established threshold, target, or maximum, as applicable, for an applicable performance objective, and linear interpolation is used to determine any pro rata portion of such award.

Seventy percent (70%) of the total value of the target long-term incentive opportunity is delivered through performance share awards ("PSAs") and the other thirty percent (30%) through restricted stock ("RS"). Both PSAs and RS are forms of performance-based incentive compensation because PSAs involve performance objectives that provide direct alignment with shareholder interests, and the value of RS fluctuates based on stock price performance.

In addition to requiring achievement of performance objectives in respect of PSAs, PSAs and RS require the executive officers to remain employed with the Company for three years from the grant date (unless the executive officer attains retirement age, departs for good reason, dies, or becomes disabled or a change in control occurs whereby an award may be paid or partially paid).

Performance Shares

The Long-Term Incentive Plan is designed to provide PSAs for officers, including our named executive officers. PSAs are tied to the achievement of two performance objectives, each weighted equally: EBITDA and ROIC. Each performance objective is based on a three-year performance period (2025-2027) with a performance range that can result in PSAs of 0% for failure to achieve threshold, 50% of target for achieving threshold, to 200% of the target opportunity for achieving maximum.

EBITDA drives the ability to commit resources to continued growth, but is also a measure of ability to provide shareholder return. It also drives profitable sales growth and helps optimize the Company's cost structure. ROIC ensures management uses the Company's capital in an effective manner that drives shareholder value. Since the value of PSAs is tied to the Company's actual performance in financial objectives, it aligns the officers' interests with those of shareholders. The target opportunities of PSAs awarded in 2025 for the NEOs are shown in the table below:


Executive Officer			Number of PSAs awarded in 2025 (Target) for 2025-2027
Steve Downing			88,023
Neil Boehm			28,613
Kevin Nash			27,618
Matt Chiodo			21,304
Scott Ryan			19,258

Restricted Stock Awards

The other 30% of the total value of the long-term incentive opportunity consists of RS awards. RS incentivizes and rewards executives for improving long-term value and serves as a retention tool. Under the Long-Term Incentive Plan, RS will generally be granted in February to officers, including our NEOs, and cliff vest on the third anniversary of the grant. The RS awarded in 2025, based on the target opportunities, for the executive officers are shown in the table below:


Executive Officer			Number of RS Awarded in 2025 for 2025-2027
Steve Downing			37,725
Neil Boehm			12,263
Kevin Nash			11,836
Matt Chiodo			9,130
Scott Ryan			8,370

2023-2025 Long-Term Incentive Plan Performance (three-year performance period ending December 31, 2025)

December 31, 2025, marked the end of the three-year performance period for PSA and RS Long-Term Plan awards made in February 2023.

Performance Share Awards

The performance metrics, targets and performance payout ranges for these awards were set and approved by the Compensation Committee and the Board in February 2023. Consistent with the Long-Term Incentive Plan, incentive could be earned by the officers based on performance associated with two equally weighted metrics, EBITDA and ROIC, in each case adjusted as recommended by the Compensation Committee, and approved by the Board, both measured cumulatively over the three-year performance period. The target levels of achievement for the EBITDA and the ROIC were established to align with financial goals set at the beginning of the three-year

performance period for the years 2023 through 2025. The table below summarizes the results of the 2023-2025 performance period relative to target and the achievement level of the 2023-2025 PSAs:


Performance Metric	Weight	Threshold*		Target*		Maximum*		Actual Performance*		Performance to Target		Weighted Performance
EBITDA	50%	$1,140,000		$1,520,000		$1,900,000		$1,721,471		153.02	%	76.51	%
ROIC	50%	33.75	%	45.00	%	56.25	%	51.99	%	162.14	%	81.07	%
* amounts in thousands (000) except percentages

The PSAs awarded in February 2023, based on target opportunity, along with the actual payout of PSAs to the executive officers, for the 2023-2025 performance period are reflected in the table below and include dividend equivalents assuming reinvestment of dividends.


Executive Officer	Number of PSAs Awarded in 2023 (Target) for 2023-2025	2023-2025 PSAs Actual Payout
Steve Downing	75,018	124,311
Neil Boehm	19,302	31,993
Kevin Nash	23,038	38,181
Matt Chiodo	17,053	28,269
Scott Ryan	15,554	25,782

Restricted Stock

The RS awarded in February 2023, based on target opportunities, along with the actual payment of RS to executive officers, awarded for the 2023-2025 period, are reflected in the table below:


Executive Officer	Number of RS Awarded in 2023 (Target) for 2023-2025	2023-2025 RS Payout/Vesting
Steve Downing	32,151	32,151

SEC Form DEF 14A filed by Gentex Corporation