GRAFTECH INTERNATIONAL LTD, DEFC14A filed on 4/2/2024
Proxy Statment - Contested Solicitations (definitive)
v3.24.1
Cover
12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEFC14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name GRAFTECH INTERNATIONAL LTD.
Entity Central Index Key 0000931148
v3.24.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
 
Year
 
Summary
Compensation
Table Total for
PEO Flanagan
(1)
($)
 
Compensation
Actually Paid
to PEO
Flanagan
(1)(2)
($)
 
Summary
Compensation
Table Total for
Former PEO
Kessler
(3)
($)
 
Compensation
Actually Paid
to Former
PEO Kessler
(3)(2)
($)
 
Summary
Compensation
Table Total for
Former PEO
Rintoul
(4)
($)
 
Compensation
Actually Paid
to Former
PEO Rintoul
(4)(2)
($)
 
Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers
(5)
($)
 
Average
Compensation
Actually Paid to
Non-PEO
Named
Executive
Officers
(5)(6)
($)
 
Value of Initial Fixed $100
Investment Based On:
 
Net (Loss)
Income
(in
000s)
($)
 
Adjusted 
EBITDA
(7)
(in 000s) 
($) 
 
GrafTech
Total
Stockholder

Return
 
 
NYSE Arca
Steel Index
(TR)
Total
Stockholder

Return
 
2023
  1,535,021   808,453   3,521,684   674,631   N/A   N/A   1,423,584   727,028   $19   $238   (255,250)   20,484
2022
  N/A   N/A   1,407,268   1,153,710   1,406,150   1,405,993   1,538,305   1,097,819   $42   $179    382,962   536,464
2021
  N/A   N/A   N/A   N/A   3,445,257   4,377,435   6,471,272   6,656,296   $104   $156    388,330   669,940
2020
  N/A   N/A   N/A   N/A   2,433,525   2,691,429   1,146,426   1,248,844   $93   $121    434,374   658,946
 
(1)
Mr. Flanagan
was appointed Interim Chief Executive Officer and President as of November 15, 2023 and became our Chief Executive Officer and President on March 26, 2024. Mr. Flanagan previously served as our Chief Financial Officer, Senior Vice President Finance and Treasurer since November 29, 2021. Our principal executive officer is referred to as the “PEO” in this disclosure. Mr. Flanagan was one of our PEOs during 2023.
(2)
“Compensation actually paid” to our CEO and each of our former CEOs in each of 2023, 2022, 2021, and 2020 (each, a “Covered Year”), as applicable, reflects the respective amounts set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not necessarily reflect the actual amount of compensation earned by or paid to our CEO or each of our former CEOs during the applicable year. For information regarding the decisions made by our Human Resources and Compensation Committee in regards to the CEO’s and each of our former CEOs’ compensation for each fiscal year, please see the “
Compensation Discussion & Analysis
” sections of the proxy statements reporting pay for the fiscal years covered in the table above.
 
 
 
 
2020
 
2021
 
2022
 
2023
 
 
 
Rintoul
 
Rintoul
 
Rintoul
 
Kessler
 
Flanagan
 
Kessler
SCT Total Compensation
 
$2,433,525
 
$3,445,257
 
$1,406,150
 
$1,407,268
 
$1,535,021
 
$3,521,684
Less: Stock Award Values Reported in SCT for the Covered Year
  $(765,850)   $(1,170,960)   -   $(446,112)   $(612,905)   $(2,005,011)
Less: Option Award Values Reported in SCT for the Covered Year
  $(259,307)   $(662,909)   -   $(244,961)   $(130,866)   $(545,275)
Plus: Covered Year-End Fair Value for Stock and Option Awards Granted in the Covered Year
  $1,426,122   $903   $255   $437,515   $153,054   $421,261
Change in Fair Value (from Prior Year-End to Covered Year-End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year
  $85,601   -   $(412)   -   $(148,367)   -
Change in Fair Value (from Prior Year-End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year
  $(145,001)   $675,793   -   -   $12,515   $70,374
Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year
  $(83,661)   $2,089,351   -   -   -   -
Less: Prior Year-End Fair Value of Stock and Option Awards Forfeited in the Covered Year
  -   -   -   -   -   $(788,402)
Compensation Actually Paid
 
$2,691,429
 
$4,377,435
 
$1,405,993
 
$1,153,710
 
$808,453
 
$674,631
 
(3)
Mr. Kessler was one of our PEOs during each of 2023 and 2022. Mr. Kessler resigned from the Company as our Chief Executive Officer and President as of November 15, 2023.
(4)
Mr. David J. Rintoul was our PEO during 2020 and 2021, and one of our PEOs during 2022. Mr. Rintoul resigned from the Company as our Chief Executive Officer and President on June 30, 2022.
(5)
The identity of the non-PEO NEOs for each of 2023, 2022, 2021 and 2020 are as follows:
 
  Year  
  
Non-PEO NEOs
2020    Quinn J. Coburn, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning
2021    Timothy K. Flanagan, Quinn J. Coburn, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning
2022    Timothy K. Flanagan, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning
2023    Catherine Hedoux-Delgado, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning
 
 
(6)
Average “compensation actually paid” for our non-PEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not necessarily reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Human Resources and Compensation Committee in regards to the non-PEO NEOs’ compensation for each fiscal year, please see the “
Compensation Discussion & Analysis
” sections of the proxy statements reporting pay for the fiscal years covered in the table above.
 
 
 
  
2020
 
2021
 
2022
  
2023
 
 
  
Non-PEO NEOs
 
Non-PEO NEOs
 
Non-PEO NEOs
  
Non-PEO NEOs
SCT Total Compensation
  
$1,146,426
 
$6,471,272
 
$1,538,305
  
$1,423,584
Less: Stock Award Values Reported in SCT for the Covered Year
   $(238,765)   $(334,400)   $(525,690)    $(547,345)
Less: Option Award Values Reported in SCT for the Covered Year
   $(80,843)   $(194,973)   $(228,750)    $(168,122)
Plus: Covered Year-End Fair Value for Stock and Option Awards Granted in the Covered Year
   $442,880   -   $331,139    $138,925
Change in Fair Value (from Prior Year-End to Covered Year-End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year
   $5,333   $(1,126)   $(10,251)    $(130,762)
Change in Fair Value (from Prior Year-End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year
   $(26,400)   $108,379   $(6,934)    $10,748
Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year
   $213   $617,144   -    -
Less: Prior Year-End Fair Value of Stock and Option Awards Forfeited in the Covered Year
   -   -   -    -
Compensation Actually Paid
  
$1,248,844
 
$6,656,296
 
$1,097,819
  
$727,028
 
(7)
A non-GAAP financial measure. See Appendix A to this Proxy Statement for additional information, including how we define this financial measure and a reconciliation to Net (Loss) Income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Please see the “
Compensation Discussion and Analysis
” section above for more information about adjusted EBITDA, including how we use it in our executive compensation program.
     
Company Selected Measure Name adjusted EBITDA      
Named Executive Officers, Footnote
(5)
The identity of the non-PEO NEOs for each of 2023, 2022, 2021 and 2020 are as follows:
 
  Year  
  
Non-PEO NEOs
2020    Quinn J. Coburn, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning
2021    Timothy K. Flanagan, Quinn J. Coburn, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning
2022    Timothy K. Flanagan, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning
2023    Catherine Hedoux-Delgado, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning
     
Adjustment To PEO Compensation, Footnote
(2)
“Compensation actually paid” to our CEO and each of our former CEOs in each of 2023, 2022, 2021, and 2020 (each, a “Covered Year”), as applicable, reflects the respective amounts set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not necessarily reflect the actual amount of compensation earned by or paid to our CEO or each of our former CEOs during the applicable year. For information regarding the decisions made by our Human Resources and Compensation Committee in regards to the CEO’s and each of our former CEOs’ compensation for each fiscal year, please see the “
Compensation Discussion & Analysis
” sections of the proxy statements reporting pay for the fiscal years covered in the table above.
 
 
 
 
2020
 
2021
 
2022
 
2023
 
 
 
Rintoul
 
Rintoul
 
Rintoul
 
Kessler
 
Flanagan
 
Kessler
SCT Total Compensation
 
$2,433,525
 
$3,445,257
 
$1,406,150
 
$1,407,268
 
$1,535,021
 
$3,521,684
Less: Stock Award Values Reported in SCT for the Covered Year
  $(765,850)   $(1,170,960)   -   $(446,112)   $(612,905)   $(2,005,011)
Less: Option Award Values Reported in SCT for the Covered Year
  $(259,307)   $(662,909)   -   $(244,961)   $(130,866)   $(545,275)
Plus: Covered Year-End Fair Value for Stock and Option Awards Granted in the Covered Year
  $1,426,122   $903   $255   $437,515   $153,054   $421,261
Change in Fair Value (from Prior Year-End to Covered Year-End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year
  $85,601   -   $(412)   -   $(148,367)   -
Change in Fair Value (from Prior Year-End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year
  $(145,001)   $675,793   -   -   $12,515   $70,374
Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year
  $(83,661)   $2,089,351   -   -   -   -
Less: Prior Year-End Fair Value of Stock and Option Awards Forfeited in the Covered Year
  -   -   -   -   -   $(788,402)
Compensation Actually Paid
 
$2,691,429
 
$4,377,435
 
$1,405,993
 
$1,153,710
 
$808,453
 
$674,631
     
Non-PEO NEO Average Total Compensation Amount $ 1,423,584 $ 1,538,305 $ 6,471,272 $ 1,146,426
Non-PEO NEO Average Compensation Actually Paid Amount $ 727,028 1,097,819 6,656,296 1,248,844
Adjustment to Non-PEO NEO Compensation Footnote
(6)
Average “compensation actually paid” for our non-PEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not necessarily reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Human Resources and Compensation Committee in regards to the non-PEO NEOs’ compensation for each fiscal year, please see the “
Compensation Discussion & Analysis
” sections of the proxy statements reporting pay for the fiscal years covered in the table above.
 
 
 
  
2020
 
2021
 
2022
  
2023
 
 
  
Non-PEO NEOs
 
Non-PEO NEOs
 
Non-PEO NEOs
  
Non-PEO NEOs
SCT Total Compensation
  
$1,146,426
 
$6,471,272
 
$1,538,305
  
$1,423,584
Less: Stock Award Values Reported in SCT for the Covered Year
   $(238,765)   $(334,400)   $(525,690)    $(547,345)
Less: Option Award Values Reported in SCT for the Covered Year
   $(80,843)   $(194,973)   $(228,750)    $(168,122)
Plus: Covered Year-End Fair Value for Stock and Option Awards Granted in the Covered Year
   $442,880   -   $331,139    $138,925
Change in Fair Value (from Prior Year-End to Covered Year-End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year
   $5,333   $(1,126)   $(10,251)    $(130,762)
Change in Fair Value (from Prior Year-End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year
   $(26,400)   $108,379   $(6,934)    $10,748
Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year
   $213   $617,144   -    -
Less: Prior Year-End Fair Value of Stock and Option Awards Forfeited in the Covered Year
   -   -   -    -
Compensation Actually Paid
  
$1,248,844
 
$6,656,296
 
$1,097,819
  
$727,028
     
Compensation Actually Paid vs. Total Shareholder Return
LOGO
     
Compensation Actually Paid vs. Net Income
LOGO
     
Compensation Actually Paid vs. Company Selected Measure
LOGO
     
Tabular List, Table
Tabular List of Performance Measures
Listed below are the performance measures that in our assessment represent the most important performance measures used by us to link compensation actually paid to our named executive officers for 2023 to Company performance.
 
Performance Measure
 
Nature
  
Explanation
Adjusted EBITDA
  Financial Measure    A non-GAAP financial measure. See Appendix A to this Proxy Statement for additional information, including how we define this financial measure and a reconciliation to Net (Loss) Income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
Adjusted Free Cash Flow
  Financial Measure    A non-GAAP financial measure. See Appendix A to this Proxy Statement for additional information, including how we define this financial measure and a reconciliation to Net Cash Provided by Operating Activities, the most directly comparable financial measure calculated and presented in accordance with U.S.
GAAP
.
Relative Total Shareholder Return
  Financial Measure    Our PSUs are based on our relative total shareholder return achievement, with total shareholder return (measured by stock performance price and any dividends reinvested) for us compared against that for a peer group.
     
Total Shareholder Return Amount $ 19 42 104 93
Peer Group Total Shareholder Return Amount 238 179 156 121
Net Income (Loss) $ (255,250,000) $ 382,962,000 $ 388,330,000 $ 434,374,000
Company Selected Measure Amount 20,484,000 536,464,000 669,940,000 658,946,000
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Non-GAAP Measure Description A non-GAAP financial measure. See Appendix A to this Proxy Statement for additional information, including how we define this financial measure and a reconciliation to Net (Loss) Income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted Free Cash Flow      
Measure:: 3        
Pay vs Performance Disclosure        
Name Relative Total Shareholder Return      
Flanagan [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 1,535,021      
PEO Actually Paid Compensation Amount $ 808,453      
PEO Name Mr. Flanagan      
Kessler [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 3,521,684 $ 1,407,268    
PEO Actually Paid Compensation Amount $ 674,631 1,153,710    
PEO Name Mr. Kessler      
David J. Rintoul [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount   1,406,150 $ 3,445,257 $ 2,433,525
PEO Actually Paid Compensation Amount   1,405,993 4,377,435 2,691,429
PEO Name Mr. David J. Rintoul      
PEO | Flanagan [Member] | Stock Award Values Reported in SCT for the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (612,905)      
PEO | Flanagan [Member] | Option Award Values Reported in SCT for the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (130,866)      
PEO | Flanagan [Member] | Covered Year End Fair Value for Stock and Option Awards Granted in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 153,054      
PEO | Flanagan [Member] | Change in Fair Value (from Prior Year End to Covered Year End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (148,367)      
PEO | Flanagan [Member] | Change in Fair Value (from Prior Year End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 12,515      
PEO | Kessler [Member] | Stock Award Values Reported in SCT for the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (2,005,011) (446,112)    
PEO | Kessler [Member] | Option Award Values Reported in SCT for the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (545,275) (244,961)    
PEO | Kessler [Member] | Covered Year End Fair Value for Stock and Option Awards Granted in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 421,261 437,515    
PEO | Kessler [Member] | Change in Fair Value (from Prior Year End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 70,374      
PEO | Kessler [Member] | Fair Value of Stock and Option Awards Forfeited in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (788,402)      
PEO | David J. Rintoul [Member] | Stock Award Values Reported in SCT for the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     (1,170,960) (765,850)
PEO | David J. Rintoul [Member] | Option Award Values Reported in SCT for the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     (662,909) (259,307)
PEO | David J. Rintoul [Member] | Covered Year End Fair Value for Stock and Option Awards Granted in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   255 903 1,426,122
PEO | David J. Rintoul [Member] | Change in Fair Value (from Prior Year End to Covered Year End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   (412)   85,601
PEO | David J. Rintoul [Member] | Change in Fair Value (from Prior Year End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     675,793 (145,001)
PEO | David J. Rintoul [Member] | Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     2,089,351 (83,661)
Non-PEO NEO | Stock Award Values Reported in SCT for the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (547,345) (525,690) (334,400) (238,765)
Non-PEO NEO | Option Award Values Reported in SCT for the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (168,122) (228,750) (194,973) (80,843)
Non-PEO NEO | Covered Year End Fair Value for Stock and Option Awards Granted in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 138,925 331,139   442,880
Non-PEO NEO | Change in Fair Value (from Prior Year End to Covered Year End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (130,762) (10,251) (1,126) 5,333
Non-PEO NEO | Change in Fair Value (from Prior Year End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 10,748 $ (6,934) 108,379 (26,400)
Non-PEO NEO | Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     $ 617,144 $ 213