GRAFTECH INTERNATIONAL LTD
For the period ended May 8, 2025. Filed Apr 3, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Apr 3, 2025
Contents
Director Compensation Program
Ournon-employee directors receive compensation for service on the Board. The Nominating and Corporate Governance Committee is responsible for reviewing and making recommendations to the Board regarding the form and amount of compensation for ournon-employee directors. All of ournon-employee directors are paid under the same compensation program and ournon-employee directors’out-of-pocket business travel and accommodation expenses are reimbursed by us. Directors who are employees of the Company do not receive any additional compensation for service on our Board.
In 2022, the Nominating and Corporate Governance Committee and Board reviewed and revised the director compensation program, effective in 2023, to align the program with programs of similarly situated companies. Under the revised director compensation program, which remains unchanged since it was amended in 2022, thenon-employee director annual retainer is comprised of two components: (i) a cash retainer in the amount of $100,000 and (ii) a Restricted Stock Unit (“RSU”) grant in the amount of $100,000. The RSUs generally are granted immediately after the conclusion of our annual meeting each year and generally vest in full on thesix-month anniversary of the grant date. Directors who are appointed at times other than the annual meeting of stockholders generally will receive their RSU grant shortly after their appointment on similar terms, particularly if they were appointed after the annual meeting of stockholders. Directors may elect to defer their receipt of the
GrafTech International Ltd. | 2025 Proxy Statement / 17
cash retainer and RSUs, in which case they will be awarded instead with deferred share units (“DSUs”) and deferred RSUs (“deferred RSUs” or “DRSUs”), respectively, under the Equity Plan. The DSUs and deferred RSUs can be settled in one of two ways, as elected by the director: (i) as soon as practicable following the date of termination of the director’s service in a single lump sum or (ii) in substantially equal 20% installments on the first five annual anniversaries of the date of termination of the director’s service. Accordingly, the director compensation program is as follows:
| Description | Annual Fee* |
|---|---|
| Non-Employee Director Cash Retainer | $100,000 |
| Non-Employee Director RSU Grant | $100,000 |
| Chairman of the Board Cash Retainer | $100,000 |
| Presiding Independent Director Cash Retainer** | $20,000 |
| Audit Committee Chair Cash Retainer | $20,000 |
| Human Resources and Compensation Committee Chair Cash Retainer | $15,000 |
| Nominating and Corporate Governance Committee Chair Cash Retainer | $15,000 |
| Audit Committee Member Cash Retainer (other than the Chair) | $10,000 |
| Human Resources and Compensation Committee Member Cash Retainer (other than the Chair) | $5,000 |
| Nominating and Corporate Governance Committee Member Cash Retainer (other than the Chair) | $5,000 |
| * Cash fees paid in quarterly installments in arrears. | |
| ** Only paid if applicable. | |
18 / GrafTech International Ltd. | 2025 Proxy Statement
Ournon-employee directors received the following compensation for service on our Board in 2024:
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