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 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 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 all boxes that apply):


		☒		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 3, 2025

Dear Stockholders:

We are pleased to invite you to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of GrafTech International Ltd. The Annual Meeting will be held on Thursday, May 8, 2025, 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,






Henry R. Keizer		Timothy K. Flanagan

Director and Chairman of the Board		Director, Chief Executive Officer and President

LOGO

Notice of Annual Meeting of Stockholders


Date:	May 8, 2025	At the Annual Meeting you will be asked to:

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

Virtual Meeting Website:	www.meetnow.global/MA5FWZ5	Proposal 2	Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025;

Record Date:	March 10, 2025	Proposal 3	Approve, on an advisory basis, our named executive officer compensation;

		Proposal 4	Vote, on an advisory basis, on the frequency of the advisory vote on 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 8, 2025, 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 at the close of business on March 10, 2025 (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 81 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 26, 2025, the date we commenced printing in order to commence mailing on or about April 3, 2025. Proxy materials are being mailed or made available on or about April 3, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 8, 2025: The Proxy Statement and the 2024 Annual Report to Stockholders are available at: www.envisionreports.com/EAF.

By order of the Board of Directors,

LOGO

Andrew J. Renacci

Interim Chief Legal Officer & Corporate Secretary

GrafTech International Ltd.

982 Keynote Circle

Brooklyn Heights, OH 44131

Proxy Statement Guide


PROXY STATEMENT SUMMARY			1

2025 Annual Meeting of Stockholders Information			1

Proposals To Be Voted on and Board Recommendations			1

2024 Business Summary			1

Financial and Operating Performance			1

Key Operating Metrics			2

Strengthening Our Capital Structure and Liquidity			3

Sustainability and Governance			4

Our Director Nominees			5

Our Returning Directors			6

Board of Directors Snapshot			7

Corporate Governance			9

Executive Compensation			10
CORPORATE GOVERNANCE			11

General			11

Availability of Corporate Governance Materials			11

Board of Directors			11

Director Independence			12

Committees of the Board of Directors			13

Compensation Committee Interlocks and Insider Participation			15

Code of Conduct and Ethics			15

Board Meetings			16

Director Skills and Qualifications Criteria			16

Director Orientation and Continuing Education			17

Director Compensation Program			17

2024 Director Compensation Table			19

Risk Oversight			20

Communications from Stockholders and Other Interested Parties			22

Certain Relationships and Related Party Transactions			22

Brookfield Tax Receivable Agreement			22

Delinquent Section 16(a) Reports			24

Security Ownership of Certain Beneficial Owners and Management			24

Policies on Transactions in Company Stock, Including Anti-Hedging Provisions			27
PROPOSAL 1 ELECT TWO DIRECTORS FOR A THREE-YEAR TERM OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED			29



Required Vote			29

Nominees for Re-Election and Incumbent Directors			31

Director Matrix			37
PROPOSAL 2 RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025			39

Required Vote			39

Audit Committee Report			40

Independent Auditor Fees and Other Matters			41
PROPOSAL 3 APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION			42

Required Vote			42
PROPOSAL 4 VOTE, ON AN ADVISORY BASIS, ON THE FREQUENCY OF THE ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICER COMPENSATION			43

Required Vote			43
EXECUTIVE COMPENSATION			45

Compensation Discussion and Analysis			45

Introduction			45

Executive Summary			45

Overview of Our 2024 Executive Compensation Program			49

Peer Group			51

Key Components of Our 2024 Executive Compensation Program			52

Other Arrangements, Policies and Practices			58

Compensation Committee Report			60

Compensation Tables and Related Information			61

2024 Summary Compensation Table			61

2024 Grants of Plan-Based Awards Table			63

Narrative Information Regarding the 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table			64

Outstanding Equity Awards at 2024 Fiscal Year-End			66

2024 Option Exercises and Stock Vested Table			67

2024 Nonqualified Deferred Compensation Table			67



2024 Potential Payments Upon Termination or Change in Control			68

CEO Pay Ratio			75

Pay Versus Performance			76
QUESTIONS & ANSWERS			81
ADDITIONAL INFORMATION			85

Proposals of Stockholders			85

Stockholders Sharing the Same Address			85

Annual Report on Form 10-K			85

Cautionary Note Regarding Forward-Looking Statements			86
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.

2025 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 Two Directors for a Three-Year Term or Until Their Successors are Elected and Qualified	FOR each nominee	29

Proposal 2	Ratify the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2025	FOR	39

Proposal 3	Approve, on an Advisory Basis, our Named Executive Officer Compensation	FOR	42

Proposal 4	Vote, on an Advisory Basis, on the Frequency of the Advisory Vote on our Named Executive Officer Compensation	EVERY ONE YEAR	43

2024 Business Summary

Financial and Operating Performance

We successfully delivered on our stated initiatives for 2024 to grow volume and market share, to cut costs and to manage our working capital and capital expenditure levels. Sales volume increased 13% compared to 2023. Net sales decreased $81.7 million, or 13%, from $620.5 million in 2023 to $538.8 million in 2024, primarily reflecting a decrease in the weighted-average realized price for volume derived from short-term agreements and spot sales (“non-LTA”) and a shift in the mix of our business from volume derived from our take-or-pay agreements that had initial terms of three-to-five years (“LTA”) to volume derived from non-LTAs. These factors were partially offset by the increase in total sales volume in 2024, compared to 2023. Net loss for 2024 was $131 million compared to a net loss of $255 million in 2023. Results for 2023 included a goodwill impairment charge of $171 million and a lower of cost or market inventory valuation adjustment of $12 million. Adjusted EBITDA⁽¹⁾ for 2024 was $2 million, compared to adjusted EBITDA of $20 million in the prior year. The year-over-year decline primarily reflected the impact of lower weighted-average realized prices and a shift in the mix of our business from LTA volume to non-LTA volume, with these factors partially offset by a 23% reduction in cash cost of goods sold per metric ton (“MT”)⁽¹⁾ basis for 2024, compared to 2023, which


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significantly exceeded initial expectations for our cost rationalization and footprint optimization initiatives. We also reduced working capital levels by approximately $40.0 million. Adjusted Net Loss⁽¹⁾increased $5.3 million from $100.8 million in 2023 to $106.1 million in 2024.

We are taking further actions to accelerate our path to normalized levels of profitability and support our ability to invest in our business. These include initiatives to optimize our order book and actively shift the geographic mix of our business to regions where there is an opportunity to capture higher average selling prices. In addition, we have informed our customers of our intention to increase prices by 15% on volume that is not yet committed for 2025. These actions reflect our ongoing commitment to protect our position as the steel industry’s preeminent supplier of graphite electrodes, leading-edge technical support and high-quality petroleum needle coke.

The following graphs show our Sales Volume, Net Sales, Net Loss, Adjusted Net Loss and Adjusted EBITDA for 2023 and 2024.

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 Loss, 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. These metrics align with management’s assessment of our revenue performance and profit margin, and will help stakeholders understand the factors that drive our profitability. We reported sales volume of 103.2 thousand MT in 2024, an increase of 13% compared to 2023. The amount of graphite electrodes we produced in 2024 increased by 10.4%, from 88.1 thousand MT in 2023 to 97.3 thousand MT in 2024. Our capacity utilization increased to 55% in 2024 compared to 44% in 2023.

As of December 31, 2024, our stated production capacity was approximately 178 thousand MT⁽¹⁾⁽²⁾ through our primary manufacturing facilities in Calais, Pamplona and Monterrey. On February 14, 2024, the Company announced a cost rationalization and footprint optimization plan in response to


2 / GrafTech International Ltd. \| 2025 Proxy Statement

persistent softness in the commercial environment. This included an indefinite suspension of production activities at our St. Marys facility, with the exception of graphite electrode and pin machining. We also indefinitely idled certain assets within our remaining graphite electrode manufacturing footprint. As a result of these initiatives, our stated production capacity was reduced from approximately 202 thousand MT in 2023 to approximately 178 thousand MT⁽²⁾ in 2024.



	Year ended December 31,

(in thousands, except percentages)	2024	2023

Sales volume (MT)	103.2	91.6

Production volume (MT)	97.3	88.1

Production capacity (MT)⁽¹⁾⁽²⁾	178.0	202.0

Capacity utilization⁽³⁾	55%	44%

⁽¹⁾ Production capacity reflects expected maximum production volume during the period depending on product mix and expected maintenance outage. Actual production may vary.

⁽²⁾ Includes graphite electrode facilities in Calais, France; Monterrey, Mexico; and Pamplona, Spain. While maintaining the capability to produce up to 28,000 MT of graphite electrodes and pins on an annual basis at our St. Marys, Pennsylvania facility, most production activities at St. Marys have been suspended. The wind down of these production activities was completed in the second quarter of 2024. Remaining activities at St. Marys are limited to machining graphite electrodes and pins sourced from our other plants.

⁽³⁾ Capacity utilization reflects production volume as a percentage of production capacity.

Strengthening Our Capital Structure and Liquidity

We continue to have adequate liquidity in 2025 as we navigate the persistent softness in the commercial environment. On December 23, 2024, we completed a series of capital transactions which provided incremental liquidity and extended our debt maturities. As of December 31, 2024, we had liquidity of $464.2 million, consisting of $108.0 million of availability under our revolving credit facility, $100.0 million available under our first lien term loan facility and cash and cash equivalents of $256.2 million. As of December 31, 2024, we had gross debt of approximately $1.1 billion.


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Sustainability and Governance

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 steelmaking directly supports the circular economy—as EAF steelmaking recycles scrap-based raw materials into new steel that is infinitely recyclable. 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. Ultimate responsibility for sustainability is held by our Sustainability Steering Committee, which includes our senior leadership team, which is composed of the Chief Executive Officer (“CEO”) and President; Chief Financial Officer and Senior Vice President; Executive Vice President, Chief Operating Officer, Interim Chief Legal Officer and Corporate Secretary; Vice President, Investor Relations and Treasurer; and Senior Vice President, Commercial and CTS. Our Sustainability Steering Committee is responsible for defining our sustainability and governance mission and developing, implementing, and overseeing the company-wide sustainability and governance strategy. The Sustainability Steering Committee is supported by our Sustainability working groups, which are composed of cross-functional subject matter experts and includes representatives from our environmental, health, and safety; legal; finance; communications; engineering; procurement; human resources and commercial groups. The working groups are responsible for developing and implementing programs and initiatives that support our sustainability and governance strategy, including tracking and reporting on key performance indicators, providing data and support for sustainability and governance-related disclosures, and identifying and prioritizing opportunities and strategies to improve our sustainability and governance performance. As part of our continuous improvement efforts, the capital planning process includes a review of the sustainability and governance impacts to ensure they are considered in the project approval process. A review of our sustainability and governance initiatives and metrics is shared in our monthly business review meetings. The senior leadership team also provides sustainability and governance strategy updates, including metrics, to the Board on a quarterly basis.


4 / GrafTech International Ltd. \| 2025 Proxy Statement

Our Director Nominees

Date and Time

Record Date

Who Can Vote

Thursday

May 8, 2025

8:00 a.m. Eastern Time

March 10, 2025

Online only at

www.meetnow.global/MA5FWZ5

Stockholders of record at

the close of business on

March 10, 2025

SEC Form DEF 14A filed by GrafTech International Ltd.