DEF 14A

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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. )

Filed by the Registrant

☒

Filed by a P

arty

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 Pursuant to §240.14a-12.

GRAFTECH INTERNATIONAL LTD.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		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.

LOGO

April 6, 2023

Dear Stockholders:

We are pleased to invite you to the 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, May 10, 2023, at 8:00 a.m. Eastern Time. The Board of Directors has determined the Annual Meeting will be held in a virtual format via the Internet again this year.

Details about the business to be conducted at the Annual Meeting can be found in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. Your vote is important. The Annual Meeting will be held in a virtual format only. Regardless of whether you plan to attend the virtual Annual Meeting, we urge you to vote your shares as soon as possible. You may vote using the enclosed proxy card or voting instruction form by completing, signing and dating it, and then returning it by mail. Also, you may submit your vote by telephone or through the Internet. If telephone or Internet voting is available to you, instructions will be included on your proxy card or voting instruction form. Additional information about voting your shares is included in the proxy statement.

On behalf of the Board of Directors, thank you for your continued interest and support.

Sincerely,




Denis A. Turcotte		Marcel Kessler
Director and Chairman of the Board		Chief Executive Officer and President

LOGO

Notice of Annual Meeting of Stockholders


Date:	May 10, 2023	At the Annual Meeting you will be asked to:

Time:	8:00 a.m. Eastern Time	Proposal 1	Elect three directors for a three-year term or until their successors are elected and qualified;

Virtual Meeting Website:	meetnow.global/MRMUMZD	Proposal 2	Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2023;

Record Date:	March 15, 2023	Proposal 3	Approve, on an advisory basis, our named executive officer compensation; and

			Transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of GrafTech International Ltd. (“GrafTech”, “we”, “our” or the “Company”) for use at the Annual Meeting to be held on May 10, 2023, at 8:00 a.m. Eastern Time, or at any adjournment or postponement thereof, for the purposes set forth herein. The Board has determined that the Annual Meeting will be held in a virtual format via the Internet again this year.

HOW YOU MAY VOTE

You may vote if you were a stockholder of record on March 15, 2023 (the “Record Date”). To ensure that your shares are represented at the Annual Meeting, please vote as soon as possible by one of the following methods:


•	By Internet.	•	By Mail.

•	By Telephone.	•	Online, during the virtual Annual Meeting.

For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 74 of the accompanying proxy statement (the “Proxy Statement”).

Whether or not you expect to attend the virtual Annual Meeting, please vote as soon as possible to ensure representation of your shares at the Annual Meeting. You may vote your shares over the Internet, by telephone or by mail (as applicable) by following the instructions on the proxy card or voting instruction form. More information about registering for and attending the virtual Annual Meeting is included in the “Questions & Answers” section of the accompanying Proxy Statement. Except as otherwise noted, the information herein and in the accompanying Proxy Statement is as of March 29, 2023, the date we commenced printing in order to commence mailing on or about April 6, 2023. Proxy materials are being mailed or made available on or about April 6, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 10, 2023: The Proxy Statement and the 2022 Annual Report to Stockholders are available at: www.envisionreports.com/EAF.

By order of the Board of Directors,

LOGO

Gina K. Gunning

Chief Legal Officer & Corporate Secretary

GrafTech International Ltd.

982 Keynote Circle

Brooklyn Heights, OH 44131

Proxy Statement Guide


PROXY STATEMENT SUMMARY			1

2023 Annual Meeting of Stockholders Information			1

Proposals To Be Voted on and Board Recommendations			1

2022 Business Summary			1

Financial and Operating Performance			1

Key Operating Metrics			2

Maintaining a Disciplined Capital Allocation Strategy			3

Sustainability and Environmental, Social and Governance (“ESG”)			3

Our Directors Nominees			4

Our Returning Directors			5

Board of Directors Snapshot			6

Corporate Governance			6

Executive Compensation			7
CORPORATE GOVERNANCE			9

General			9

Availability of Corporate Governance Materials			9

Board of Directors			9

Director Independence			10

Committees of the Board of Directors			11

Compensation Committee Interlocks and Insider Participation			13

Code of Conduct and Ethics			13

Board Meetings			13

Director Skills and Qualifications Criteria			14

Director Orientation and Continuing Education			15

Director Compensation Program			15

2022 Director Compensation Table			17

Risk Oversight			19

Communications from Stockholders and Other Interested Parties			20

Certain Relationships and Related Party Transactions			20

Brookfield Transactions			21

Delinquent Section 16(a) Reports			23

Security Ownership of Certain Beneficial Owners and Management			23

Policies on Transactions in Company Stock, Including Anti-Hedging Provisions			27
PROPOSAL 1 ELECT THREE DIRECTORS FOR A THREE-YEAR TERM OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED			28

Required Vote			28

Nominees for Re-Election and Incumbent Directors			30

Director Matrix			36


PROPOSAL 2 RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023			38

Required Vote			38

Audit Committee Report			39

Independent Auditor Fees and Other Matters			40
PROPOSAL 3 APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION			41

Required Vote			41
EXECUTIVE COMPENSATION			42

Compensation Discussion and Analysis			42
Introduction			42
Executive Summary			42
Overview of Our 2022 Executive Compensation Program			46
Peer Group			47
Key Components of Our 2022 Executive Compensation Program			48
Other Arrangements, Policies and Practices			53
2023 Compensation Update			54

Compensation Committee Report			56

Compensation Tables and Related Information			57

2022 Summary Compensation Table			57

2022 Grants of Plan-Based Awards Table			59

Narrative Information Regarding the 2022 Summary Compensation Table and 2022 Grants of Plan-Based Awards Table			59

Outstanding Equity Awards at 2022 Fiscal Year-End			62

2022 Option Exercises and Stock Vested Table			62

2022 Nonqualified Deferred Compensation Table			63

Potential Payments Upon Termination or Change in Control			64

CEO Pay Ratio			68

Pay Versus Performance			70

QUESTIONS & ANSWERS			74

ADDITIONAL INFORMATION			78

Proposals of Stockholders			78

Stockholders Sharing the Same Address			78

Annual Report on Form 10-K			79

Cautionary Note Regarding Forward-Looking Statements			79

APPENDIX A: NON-GAAP FINANCIAL MEASURES			A-1

Proxy Statement Summary

The following pages provide a summary of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before submitting your vote.

2023 Annual Meeting of Stockholders Information

Proposals To Be Voted on and Board Recommendations



Proposal		Board’s Voting Recommendation	Page Reference (for more detail)

Proposal 1	Elect Three Directors for a Three-Year Term or Until Their Successors are Elected and Qualified	FOR each nominee		28

Proposal 2	Ratify the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2023	FOR		38

Proposal 3	Approve, on an Advisory Basis, our Named Executive Officer Compensation	FOR		41

2022 Business Summary

Financial and Operating Performance

In 2022, economic uncertainty and geopolitical conflict significantly impacted the global operating environment for nearly all industries, including the steel industry. We in particular faced higher costs, softer industry demand and the impact of the temporary suspension of our operations in Mexico. As a result, net sales decreased $64.5 million, or 5%, from $1,345.8 million in 2021 to $1,281.3 million in 2022, reflecting lower sales volume and a shift in the mix of our business to volume derived from short-term agreements and spot sales (“non-LTA”) from volume derived from our take-or-pay agreements that had initial terms of three-to-five years. The lower sales volume and shift in the mix of our business was partially offset by improved pricing on volume derived from non-LTA sales. Net income for 2022 was $383.0 million compared to $388.3 million in 2021. Adjusted EBITDA¹ for 2022 was $536.5 million compared to $669.9 million in the prior year, with the decline primarily reflecting higher costs and lower sales volume. Adjusted Net Income¹ decreased $84.9 million, or 18%, from $464.6 million in 2021 to $379.7 million in 2022.

To address these near-term challenges, we are proactively managing our operating costs, capital expenditures and working capital levels. These actions include aligning our production to reflect current market demand while remaining focused on delivering strong service levels and being highly responsive to our customers’ needs. At the same time, we will continue to make targeted investments to strengthen our commercial capabilities and product offering, including restarting our St. Marys,


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Pennsylvania facility to produce pins to complement our pin production at our Monterrey, Mexico facility. Pins are a necessary component of our graphite electrodes.

The following graphs show our Net Sales, Net Income, Adjusted Net Income and Adjusted EBITDA for 2021 and 2022.

LOGO

(1)

A non-generally accepted accounting principle (“GAAP”) financial measure. See Appendix A to this Proxy Statement for additional information, including how we define these financial measures and a reconciliation to Net Income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Key Operating Metrics

We use certain operating metrics to analyze the performance of our Company. The key operating metrics consist of sales volume, production volume, production capacity and capacity utilization. We reported sales volume of 149,100 metric tons (“MT”) in 2022, a decrease of 11% compared to 2021. The amount of graphite electrodes we produced in 2022 decreased by 5%, from 165,200 MT in 2021 to 157,100 MT in 2022. Our capacity utilization, excluding our St. Marys graphite electrode manufacturing facility, decreased to 78% in 2022 compared to 82% in 2021, reflecting the challenging market conditions of 2022.



	Year ended December 31,

(in thousands, except percentages)	2022	2021

Sales volume (MT)⁽¹⁾	149.1	167.4

Production volume (MT)⁽²⁾	157.1	165.2

Total production capacity (MT)⁽³⁾⁽⁴⁾	230.0	230.0

Total capacity utilization⁽⁴⁾⁽⁵⁾	68%	72%

Production capacity excluding St. Marys (MT)⁽³⁾⁽⁶⁾	202.0	202.0

Capacity utilization excluding St. Marys⁽⁵⁾⁽⁶⁾	78%	82%

⁽¹⁾ Sales volume reflects only graphite electrodes manufactured by GrafTech.


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⁽²⁾ Production volume reflects graphite electrodes we produced during the period.

⁽³⁾ Production capacity reflects expected maximum production volume during the period depending on product mix and expected maintenance outage. Actual production may vary.

⁽⁴⁾ Includes graphite electrode facilities in Calais, France; Monterrey, Mexico; Pamplona, Spain; and St. Marys, Pennsylvania.

⁽⁵⁾ Capacity utilization reflects production volume as a percentage of production capacity.

⁽⁶⁾ Our St. Marys, Pennsylvania facility graphitizes a limited number of electrodes and pins sourced from our Monterrey, Mexico facility.

Maintaining a Disciplined Capital Allocation Strategy

We are focused on maintaining a disciplined capital allocation strategy as we recover from the Monterrey suspension while making targeted investments to support long-term growth. In the first half of 2022, we voluntarily repaid $110 million of our long-term debt and throughout the year we returned approximately $70 million to our stockholders in the form of stock repurchases and dividends. In May 2022, we increased the revolving commitments under our senior secured revolving credit facility by $80 million from $250 million to $330 million so as to provide greater financial flexibility. In the second half of 2022, we retained nearly all of our operating cash flow to further increase the Company’s liquidity position. As of December 31, 2022, GrafTech had cash and cash equivalents of approximately $135 million and total debt of approximately $922 million.

Sustainability and Environmental, Social and Governance (“ESG”)

For more than 100 years, we have been manufacturing graphite electrode products that are essential to the production of electric arc furnace (“EAF”) steel. EAF steel production is a critical part of the circular economy—producing a product that can be continually recycled and is generated almost entirely from recycled scrap metal. EAF steelmaking is more environmentally friendly than blast furnace steelmaking, generating significantly less carbon dioxide emissions compared to a blast furnace facility according to the Steel Manufacturers Association.

Values and Culture


Our success is only possible with the hard work of our global team and their commitment to upholding our core values of Safety, Environment, and Quality, what we internally refer to as “SEQ.” These values focus our attention on a core mission for GrafTech: providing a safe work environment for all employees, environmental stewardship, and delivering superior product quality. We are committed to health and safety excellence and promoting the well-being of our people. We strive to improve our safety performance by focusing on programs and initiatives that hold all employees—from executives to the plant floor—accountable for keeping everyone safe, every day, across our global organization.

Our Approach to Sustainability

Sustainability is fundamental to our business strategy and culture. Our ESG Steering Committee includes our Vice President, Investor Relations and Corporate Communications, Director of Health, Safety and Environmental Protection, Vice President, Operations and our senior leadership team,


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which is composed of the Chief Executive Officer (“CEO”), Chief Financial Officer, Chief Operating Officer, Chief Legal Officer, Vice President, Human Resources (“HR”), and Senior Vice President, Commercial and CTS. Our ESG Steering Committee is responsible for defining our ESG mission and developing, implementing, and overseeing the company-wide ESG strategy. Our ESG working group is composed of cross-functional subject matter experts and includes representatives from our environmental, health, and safety; legal; finance; investor relations; communications; engineering; procurement; and HR groups. The working group is responsible for developing and implementing programs and initiatives that support our ESG strategy, including: (1) providing support for ESG programs at our individual sites, (2) establishing, tracking, and reporting on key performance indicators relevant to our priority topics, and (3) identifying and prioritizing opportunities, emerging technologies, and strategies to help us improve our ESG performance. As part of our continuous improvement efforts, the capital planning process includes a review of the ESG impacts to ensure they are considered in the project approval process. A review of our ESG initiatives and metrics is shared in our monthly business review meetings. The senior leadership team also provides ESG strategy updates, including metrics, to the Board on a quarterly basis.

Our Director Nominees

Under our Amended and Restated Certificate of Incorporation (the “Amended Certificate of Incorporation”), the number of directors is fixed by our Board but will not be fewer than three directors, nor more than eleven (11) directors. Our Board currently consists of ten (10) members and is divided into three classes of directors, with Class I containing two directors, Class II containing five directors and Class III containing three directors, and with the directors typically serving three-year terms.

In January 2023, Brian L. Acton informed GrafTech that he will not stand for re-election as a director at the Annual Meeting and he will resign from the Board at the Annual Meeting. In addition, in February 2023, Leslie D. Dunn tendered her notice of resignation from the Board effective immediately and the Board decided not to nominate David Gregory for re-election at the Annual Meeting. As a result, the Board re-classified Jean-Marc Germain from Class I into Class II so that each class would consist of nearly an equal amount of directors after giving effect to Mr. Acton’s resignation, Ms. Dunn’s resignation, and the Board’s decision to not renominate Mr. Gregory. The Board also reduced the size of the Board to ten members effective as of Ms. Dunn’s resignation and eight members effective as of the Annual Meeting.

You are being asked to vote on the re-election of three directors. The terms of the directors in Class II expire at this Annual Meeting. Jean-Marc Germain, Henry R. Keizer and Marcel Kessler are standing for re-election at the Annual Meeting as Class II directors. If all three Class II director nominees are elected, the Board will consist of eight (8) members. Each of these director nominees were recommended for nomination to the Board by the Nominating and Corporate Governance Committee. If elected, Messrs. Germain, Keizer and Kessler will hold office for a three-year term until the 2026 Annual Meeting or until their successor is elected and qualified, subject to earlier retirement, resignation or removal.


4 / GrafTech International Ltd. \| 2023 Proxy Statement

Detailed information about each director’s background, skill set and areas of expertise can be found beginning on page 28.

Committees

Name and Principal Occupation

Age

Director Since

Independent

NCG

Class II Directors serving until 2023:

LOGO

Jean-Marc Germain

Chief Executive Officer of Constellium SE

2021

Henry R. Keizer

Former Deputy Chairman and

Chief Operating Officer of KPMG

2021

LOGO

Marcel Kessler

Chief Executive Officer and President of

GrafTech International Ltd.

2022

AC = Audit Committee HC = Human Resources and Compensation Committee

NCG = Nominating and Corporate Governance Committee F = AC Financial Expert

Our Returning Directors

The table below provides select information about each of our Directors whose terms will continue following the Annual Meeting and who are not up for re-election this year. Detailed information about each director’s background, skill set and areas of expertise can be found beginning on page 28.

Committees

Name and Principal Occupation

Age

Director Since

Independent

NCG

Class III Directors serving until 2024:

Catherine L. Clegg

Former Vice President, Workforce Strategy, Global Human Resources of General Motors Company

2019

LOGO

Debra Fine

Chair and Founder of Fine Capital Partners

2021

LOGO

Anthony R. Taccone

Founding Partner and Co-Owner of First River LLC

2018


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Committees

Name and Principal Occupation

Age

Director Since

Independent

NCG

Class I Directors serving until 2025:

LOGO

Denis Turcotte

Managing Partner and Chief Operating Officer – Private Equity Group of Brookfield Corporation

2015

Michel J. Dumas

Former Executive Vice President, Finance and Chief Financial Officer of Tembec, Inc.

2018

C, F

AC = Audit Committee HC = Human Resources and Compensation Committee PI = Presiding Independent Director

NCG = Nominating and Corporate Governance Committee C = Committee Chair F = AC Financial Expert

Board of Directors Snapshot

The following charts and information reflect our Board after giving effect to Mr. Acton’s resignation, Ms. Dunn’s resignation, the Board’s decision to not renominate Mr. Gregory, and the Board’s decision to reduce the size of the Board to eight (8) members effective as of the Annual Meeting assuming that each of the Class II nominees standing for re-election at the Annual Meeting is re-elected.



Board Structure		Committee Composition

Date and Time

Record Date

Who Can Vote

Wednesday

May 10, 2023

8:00 a.m. Eastern Time

March 15, 2023

Online only at

meetnow.global/MRMUMZD

Stockholders of record at
the close of business on
March 15, 2023

SEC Form DEF 14A filed by GrafTech International Ltd.