DEF 14A of Graftech International LTD, Apr 3, 2025

DEF 14A of Graftech International LTD

Filed Apr 3, 2025 · FY20240001193125-25-071838

Open on EDGAR

  1. HOW YOU MAY VOTE

    | 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 |

  2. Our Director Nominees

    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 directors. Our Board currently consists of nine members and is divided into three classes of directors, with Class I containing three directors, Class II containing three directors and Class III containing three directors, and with the directors typically serving three-year terms. You are being asked to vote on the re-election of two directors. The terms of the directors in Class I expire at the Annual Meeting. Michel J. Dumas and Eric V. Roegner are standing for re-election at the Annual Meeting as Class I directors. Diego Donoso, a Class I director, will not stand for re-election at the Annual Meeting. If both Class I director nominees are elected, the Board will consist of eight members. Each of these director nominees were recommended for nomination to the Board by the Nominating and Corporate Governance Committee. If elected, Messrs. Dumas and Roegner will hold office for a three-year term until the 2028 Annual Meeting or until their successor is elected and qualified, subject to earlier retirement, resignation or removal. Detailed information about each director’s background, skill set and areas of expertise can be found beginning on page 31.

  3. Our Director Nominees

    | | | | | | Committees | | | | | Name and Principal Occupation | Age | Director Since | Independent | AC | HC | NCG | | Class I Directors serving until 2025: | | | | | | | | | | Michel J. Dumas Former Executive Vice President, Finance and Chief Financial Officer of Tembec, Inc. | 66 | 2018 | | CC, F | | | | | Eric. V. Roegner Executive Vice President, Integration and Special Projects of Amcor plc | 55 | 2025 | | | | |

  4. Our Director Nominees

    AC = Audit Committee HC = Human Resources and Compensation Committee NCG = Nominating and Corporate Governance Committee C = Chairman of the Board CC = Committee Chair F = AC Financial Expert

  5. Our Director Nominees

    | | GrafTech International Ltd. | 2025 Proxy Statement / 5 |

  6. Board of Directors

    Board of Directors Our business and affairs are managed under the direction of our Board. Under our 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 directors. The Board currently consists of nine directors. Our Amended Certificate of Incorporation provides that our Board be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows:

  7. Board of Directors

    | ● the Class I directors are Diego Donoso, Michel J. Dumas and Eric V. Roegner, and their terms will expire at the Annual Meeting; ● the Class II directors are Jean-Marc Germain, Henry R. Keizer and Timothy K. Flanagan, and their terms will expire at the annual meeting of stockholders held in 2026; and ● the Class III directors are Sachin Shivaram, Debra Fine and Anthony R. Taccone, and their terms will expire at the annual meeting of stockholders to be held in 2027. |

  8. Board of Directors

    | | GrafTech International Ltd. | 2025 Proxy Statement / 11 |

  9. Board of Directors

    Diego Donoso, a director since 2023, has not been nominated by the Board to stand for re-election at the Annual Meeting, and we thank him for his service to the Company. In addition, pursuant to the Cooperation Agreement, the Company and Mr. Undavia identified Mr. Roegner as a mutually agreeable independent candidate for nomination to the Board. On March 7, 2025, the Company appointed Mr. Roegner to the Board as Class I director whose term will expire at the Annual Meeting. As a result, the Board increased the size of the Board to nine members effective as of Mr. Roegner’s appointment and will reduce the size of the Board to eight members effective as of the expiration of Mr. Donoso’s term at the Annual Meeting. The classification of the Board as described above and the other provisions of the Amended Certificate of Incorporation may be amended only by the affirmative vote of the holders of 66-2/3% or more of the voting power of our outstanding common stock. The Board expects a director to tender such director’s resignation if the director fails to receive the required number of votes for re-election. Our By-Laws provide that the presence of a majority of the total number of directors will be required to constitute a quorum. Our By-Laws further provide that the Board shall elect at least a Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Secretary, and may elect other officers such as a Chairman, as may from time to time appear necessary or advisable in the conduct of the affairs of the Company. While this matter relates to corporate governance, it also relates to succession planning, and it is in the best interests of the Company for the Board to make a determination with respect to this matter on a case-by-case basis as part of the succession planning process. Currently, our Chairman is Henry R. Keizer and our CEO and President is Timothy K. Flanagan. The Nominating and Corporate Governance Committee will periodically consider the size and structure of the Board and report the results of its review and any recommendations for change to the Board.

  10. Committees of the Board of Directors

    | ● | reviews and approves, as appropriate, the compensation of our non-employee directors; |

  11. Director Compensation Program

    Director Compensation Program Our non-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 our non-employee directors. All of our non-employee directors are paid under the same compensation program and our non-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, the non-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 the six-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

  12. Director Compensation Program

    | | GrafTech International Ltd. | 2025 Proxy Statement / 17 |

  13. Director Compensation Program

    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:

  14. Director Compensation Program

    | 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. | |

  15. Director Compensation Program

    | 18 / GrafTech International Ltd. | 2025 Proxy Statement | |

  16. Director Compensation Program

    Our non-employee directors received the following compensation for service on our Board in 2024:

  17. 2024 Director Compensation Table

    2024 Director Compensation Table

  18. 2024 Director Compensation Table

    | Name(1)(2) | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(4) | All Other Compensation ($) | Total ($) | | Henry R. Keizer(5) | 200,000 | 100,000 | — | 300,000 | | Diego Donoso(5) | 114,657 | 100,000 | — | 214,657 | | Michel J. Dumas(5)(7) | 62,500 | 162,500 | — | 225,000 | | Debra Fine(5) | — | 225,000 | — | 225,000 | | Jean-Marc Germain(5) | 55,000` | 155,000 | — | 210,000 | | Anthony R. Taccone(5) | 30,000 | 190,000 | — | 220,000 | | Catherine L. Clegg(3)(5)(6) | — | 8,214 | — | 8,214 | | Marcel Kessler(5)(6)(7) | 100,000 | 100,000 | — | 200,000 |

  19. 2024 Director Compensation Table

    | (1) Mr. Flanagan, who was initially appointed to the Board on March 26, 2024 upon his appointment as Chief Executive Officer and President of the Company, is not included in this table as Mr. Flanagan was a Company employee in 2024 and did not receive any additional compensation for service as a director. The compensation that was paid to Mr. Flanagan as a Company employee is shown in the Summary Compensation Table and our other Executive Compensation disclosures below. |

  20. 2024 Director Compensation Table

    | (2) Messrs. Roegner and Shivaram did not serve as Directors in 2024. |

  21. 2024 Director Compensation Table

    | (3) Mses. Clegg and Fine chose to defer all of their cash fees, or $8,214 and $125,000, respectively, into DSUs pursuant to the Director Deferred Fee Plan (described below), receiving 5,952 and 96,599 DSUs, respectively. The Company settled Ms. Clegg’s outstanding DSU awards following her resignation in January 2024 by issuing her shares of our common stock. Messrs. Dumas and Germain chose to defer 50% of their cash fees, or $62,500 and $55,000, respectively, into DSUs, receiving 48,300 and 42,504 DSUs, respectively. Mr. Taccone chose to defer 75% of his 2024 cash fees, or $90,000, into DSUs, receiving 69,551 DSUs. Messrs. Kessler, Keizer and Donoso elected not to defer any of their 2024 cash fees. DSU amounts have been rounded to the nearest whole share where applicable. |

  22. 2024 Director Compensation Table

    | (4) These amounts reflect the aggregate grant date fair value pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation, of DSUs, RSUs and DRSUs granted under our Equity Plan in accordance with our Non-Employee Director Stock Ownership Policy (described below). Additional details on accounting for stock-based compensation can be found in Note 3, Stock-Based Compensation to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Ms. Fine and Messrs. Dumas, Germain, Keizer, and Taccone chose to defer their RSUs into DRSUs, each receiving 56,497 DRSUs on May 9, 2024. Messrs. Kessler and Donoso received 56,497 RSUs on May 9, 2024. DRSU amounts have been rounded to the nearest whole share where applicable. |

  23. 2024 Director Compensation Table

    | (5) As of December 31, 2024, Ms. Fine and Messrs. Donoso, Dumas, Germain, Keizer and Taccone held a total of 164,010, 10,408, 120,394, 71,152, 20,141, and 143,050 DSUs, respectively, which includes accrued dividend equivalents credited as additional DSUs. As of December 31, 2024, Ms. Fine and Messrs. Dumas, Germain, and Taccone each held a total of 80,468 DRSUs, Mr. Donoso held a total of 11,068 DRSUs, and Mr. Keizer held a total of 56,497 DRSUs, all of which include accrued dividend equivalents credited as additional DRSUs. As of December 31, 2024, neither Ms. Clegg nor Mr. Kessler had any outstanding DSUs, DRSUs, or RSUs. The Company settled all of Ms. Clegg’s outstanding DSUs and DRSUs following her resignation in January 2024 pursuant to her deferral elections by issuing her shares of our common stock. Mr. Donoso will not be standing for re-election at the Annual Meeting. Mr. Kessler held no deferred awards that could be settled upon his resignation. |

  24. 2024 Director Compensation Table

    | | GrafTech International Ltd. | 2025 Proxy Statement / 19 |

  25. 2024 Director Compensation Table

    | (6) On January 26, 2024, Ms. Clegg resigned from the Board due to personal reasons effective immediately. Mr. Kessler resigned from the Board effective December 31, 2024. |

  26. 2024 Director Compensation Table

    | (7) Messrs. Dumas and Kessler received their fees earned or paid in cash in the form of Canadian dollars (“CAD”). The fees earned or paid in cash amount for Messrs. Dumas and Kessler are shown in U.S. dollars (“USD”) using a foreign currency exchange rate of 0.74 USD/CAD, 0.73 USD/CAD, 0.74 USD/CAD and 0.69 USD/CAD for the first, second, third and fourth quarterly installments, respectively. |

  27. 2024 Director Compensation Table

    Director Deferred Fee Plan for Non-Employee Directors We maintain an Amended and Restated GrafTech International Ltd. Director Deferred Fee Plan (as amended, the “Director Deferred Fee Plan”), which provides non-employee directors with the opportunity to defer payment of cash retainer fees paid for service on the Board and any committees, at their election (subject to our Non-Employee Director Stock Ownership Policy described below). Newly-elected non-employee directors are required to make an election to defer payment of cash fees on or promptly after their appointment on the Board, while existing non-employee directors are required to make their election by December 17 prior to the beginning of the next calendar year. The director year under the Director Deferred Fee Plan begins on January 1 and continues through December 31. A non-employee director who chooses to have any portion of their cash fees deferred will have an account established in which the fees that would have been paid to the non-employee director shall instead be credited with DSUs, the number of which shall be determined by dividing (i) the amount of fees payable on such date they are deferred by (ii) the closing price of one share of our common stock as reported on the NYSE on such date. All DSUs will accrue dividend equivalents that will be credited to the non-employee director as additional DSUs to the extent that the Board declares dividends on the common stock of the Company. The DSUs are fully vested and nonforfeitable at all times. All whole DSUs will be settled in shares of our common stock either in a single lump sum as soon as practicable after the non-employee director’s termination of service on the Board, or, if the non-employee director elects, in substantially equal 20% installments on the first five annual anniversaries of the date of termination of the non-employee director’s service, while any fractional DSUs will be settled in cash. Non-Employee Director Stock Ownership Policy The Non-Employee Director Stock Ownership Policy was reviewed and revised by the Board in December 2022. Under the revised policy, effective December 1, 2022, independent directors are required, within five years of the later of December 1, 2022 and joining the Board, to acquire shares or share equivalents of the Company having an aggregate value equal to at least $600,000 (the “Stock Threshold”). DSUs, RSUs and deferred RSUs will count towards the Stock Threshold. Any common stock received upon the vesting of RSUs must be held and may not be sold until the Stock Threshold is met. The Stock Threshold will be calculated each year on December 1 and in the event that a director who previously met the Stock Threshold no longer does, that director will need to acquire more common stock or, to the extent determined by the Board, elect to receive a portion of his or her total cash director fees in DSUs for the following director year in order to satisfy the Stock Threshold by the following December. As of March 10, 2025, all of the independent directors are expected to comply with the Non-Employee Director Stock Ownership Policy in the prescribed time frame.

  28. Nominees for Re-Election and Incumbent Directors

    Nominees for Re-Election and Incumbent Directors Relevant information about each director appears below, including certain information regarding our directors’ individual experience, qualifications, attributes and skills, and brief statements of those aspects of our directors’ backgrounds that led us to conclude that they should serve as directors.

  29. NOMINEES FOR RE-ELECTION AS CLASS I MEMBERS OF THE BOARD OF DIRECTORS – Current Term Expiring at the 2025 Annual Meeting

    NOMINEES FOR RE-ELECTION AS CLASS I MEMBERS OF THE BOARD OF DIRECTORS – Current Term Expiring at the 2025 Annual Meeting

  30. NOMINEES FOR RE-ELECTION AS CLASS I MEMBERS OF THE BOARD OF DIRECTORS – Current Term Expiring at the 2025 Annual Meeting

    | Michel J. Dumas | | | Former Executive Vice President, Finance and Chief Financial Officer of Tembec, Inc. Director Since: 2018 Age: 66 Committees: Audit (Chair) and Nominating and Corporate Governance | Mr. Dumas was elected to the Board in April 2018 and served as the Presiding Independent Director from July 2019 to May 2023. Mr. Dumas is the Chair of the Audit Committee of the Company. Mr. Dumas is also a member of the Nominating and Corporate Governance Committee. Mr. Dumas has over thirty years of experience in the lumber, pulp and paper industries. From 1997 until 2017, Mr. Dumas served as the Executive Vice President, Finance and Chief Financial Officer of Tembec, Inc., an integrated forest products manufacturer based in Quebec. Mr. Dumas also served on the board of directors of Tembec, Inc. from January 2011 to February 2017. Mr. Dumas served as a director of Marathon Pulp Inc. from February 2000 to February 2009 and of Jager Building Systems from August 2001 to September 2008. From 1991 to 1997, Mr. Dumas was Vice President, Finance and Chief Financial Officer at Spruce Falls Inc., a newsprint mill. Prior to joining Spruce Falls Inc., from 1985 to 1991, Mr. Dumas served as Controller at Tembec, Inc. Mr. Dumas received his undergraduate degree in Commerce from the University of Ottawa. Mr. Dumas is qualified to serve on the Board primarily as a result of his extensive finance experience and knowledge of cyclical businesses. |

  31. NOMINEES FOR RE-ELECTION AS CLASS I MEMBERS OF THE BOARD OF DIRECTORS – Current Term Expiring at the 2025 Annual Meeting

    | | GrafTech International Ltd. | 2025 Proxy Statement / 31 |

  32. NOMINEES FOR RE-ELECTION AS CLASS I MEMBERS OF THE BOARD OF DIRECTORS – Current Term Expiring at the 2025 Annual Meeting

    | Eric V. Roegner | | | Executive Vice President, Integration and Special Projects of Amcor plc Director Since: 2025 Age: 55 Committees: Audit and Human Resources and Compensation | Mr. Roegner was appointed to the Board in March 2025. Mr. Roegner has served as Executive Vice President, Integration and Special Projects of Amcor plc (NYSE: AMCR), a developer and producer of responsible packaging solutions across a variety of materials for food, beverage, pharmaceutical, medical, home and personal-care, and other products, since January 2025. He previously served Amcor as Group President, Amcor Rigid Packaging from September 2018 to December 2024. Prior to joining Amcor, Mr. Roegner held numerous leadership positions with Arconic Corporation (formerly Alcoa Inc.), a manufacturer of aluminum sheet, plate, extrusions and architectural products and systems, between 2006 and 2018. His last position with Arconic was EVP & Group President, Engineered Products & Solutions. Earlier in his career, Mr. Roegner was a Partner at McKinsey & Company, Inc. Mr. Roegner holds a Bachelor of Science in Aerospace & Mechanical Engineering from Princeton University and Masters of Business Administration from Case Western Reserve University. Mr. Roegner is qualified to serve on the Board primarily as a result of his almost two decades of experience at global manufacturers in various executive officer roles and his extensive expertise in engineering and operations in the manufacturing sector. |

  33. CLASS II MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2026 Annual Meeting

    CLASS II MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2026 Annual Meeting

  34. CLASS II MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2026 Annual Meeting

    | Timothy K. Flanagan | | | Chief Executive Officer and President of GrafTech International Ltd. Director Since: 2024 Age: 47 Committees: None | Mr. Flanagan was elected to the Board in March 2024 when he was appointed as GrafTech’s Chief Executive Officer and President. Prior to that, Mr. Flanagan served as GrafTech’s Interim Chief Executive Officer and President from November 2023 to March 2024. He joined the Company in November 2021, upon being appointed GrafTech’s Chief Financial Officer, Vice President Finance and Treasurer. Mr. Flanagan previously served as Executive Vice President, Chief Financial Officer of Cleveland-Cliffs Inc., a flat-rolled steel producer and supplier of iron ore pellets, from January 2017 to February 2019. Prior to being promoted to Executive Vice President, Chief Financial Officer of Cleveland-Cliffs, he held a variety of financial leadership roles at Cleveland-Cliffs since joining in 2008. More recently, he served as Chief Financial Officer of Benesch, Friedlander, Coplan & Aronoff, LLP, an AmLaw 200 law firm, from June 2019 to November 2021. Mr. Flanagan is qualified to serve on the Board primarily as a result of his insights from his experience as GrafTech’s Chief Executive Officer and President and his ability to provide guidance, operational knowledge, and management perspective to the Board. |

  35. CLASS II MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2026 Annual Meeting

    | 32 / GrafTech International Ltd. | 2025 Proxy Statement | |

  36. CLASS II MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2026 Annual Meeting

    | Henry R. Keizer | | | Former Deputy Chairman and Chief Operating Officer of KPMG Director Since: 2021 Age: 68 Committees: None | Mr. Keizer was elected to the Board in October 2021 and became Chairman in May 2023. Mr. Keizer formerly served as Deputy Chairman and Chief Operating Officer of KPMG, the U.S.-based and largest individual member firm of KPMG International (“KPMGI”), a role from which he retired in December 2012. KPMGI is a professional services organization that provides audit, tax and advisory services in approximately 150 countries. Mr. Keizer previously held several senior leadership positions throughout his 35 years at KPMG, including Global Head of Audit from 2006 to 2010 and U.S. Vice Chairman of Audit from 2005 to 2010. Mr. Keizer currently serves as Chairman of the Board of Sealed Air Corporation (NYSE: SEE) and as a trustee and audit committee chair of the Multi-Asset Fund Complex at BlackRock where he provides oversight to approximately 150 registered investment companies within the fund complex. He previously served as Chairman of the Board of Hertz Global Holdings, Inc. (NYSE: HTZ) and The Hertz Corporation from 2015 to 2021; a director and audit committee chair of WABCO Holdings Inc. (NYSE: WBC) from 2015 until it was sold in May 2020; and as a director and audit committee chair of MUFG Americas Holdings, Inc. and MUFG Union Bank, a financial and bank holding company, from 2014 to 2016. Mr. Keizer was also a director of the American Institute of Certified Public Accountants from 2008 to 2011. Mr. Keizer holds a Bachelor’s degree in Accounting, summa cum laude, from Montclair State University, New Jersey. Mr. Keizer has significant governance, management, operating and leadership skills gained as Deputy Chairman and Chief Operating Officer of KPMG and as a director of multiple public and private companies. In addition, Mr. Keizer, is a certified public accountant, with extensive knowledge and understanding of financial accounting, internal control over financial reporting and auditing standards. Mr. Keizer also has over four decades of diverse industry perspective gained through advising companies engaged in manufacturing, banking, insurance, consumer products, retail, and technology. |

  37. CLASS II MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2026 Annual Meeting

    | | GrafTech International Ltd. | 2025 Proxy Statement / 33 |

  38. CLASS II MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2026 Annual Meeting

    | Jean-Marc Germain | | | Chief Executive Officer of Constellium SE Director Since: 2021 Age: 59 Committees: Human Resources and Compensation and Nominating and Corporate Governance | Mr. Germain was elected to the Board in October 2021. Mr. Germain has served as Chief Executive Officer of Constellium SE (NYSE: CSTM), a designer and manufacturer of a broad range of innovative rolled and extruded aluminum products serving primarily the packaging, aerospace and automotive end-markets, since July 2016, and executive director of the board of Constellium since June 2016. Prior to joining Constellium, Mr. Germain was Chief Executive Officer of Algeco Scotsman, a Baltimore-based global business services provider focused on modular space and secure portable storage. Previously, Mr. Germain held numerous leadership positions in the aluminum industry, including senior executive roles in operations, sales and marketing, financial planning and strategy with Pechiney, Alcan, and Novelis. His last position with Novelis from 2008 to 2012 was as President for North American operations. Earlier in his career, he held a number of international positions with Bain & Company and GE Capital. Mr. Germain is a graduate of Ecole Polytechnique in Paris, France and a dual French and American citizen. As Chief Executive Officer of Constellium, Mr. Germain is qualified to serve on the Board primarily as a result of his extensive financial and management experience for a global manufacturer in a complementary industry. |

  39. CLASS II MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2026 Annual Meeting

    | 34 / GrafTech International Ltd. | 2025 Proxy Statement | |

  40. CLASS III MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2027 Annual Meeting

    CLASS III MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2027 Annual Meeting

  41. CLASS III MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2027 Annual Meeting

    | Debra Fine | | | Chair and Founder of Fine Capital Partners Director Since: 2021 Age: 65 Committees: Audit and Nominating and Corporate Governance (Chair) | Ms. Fine was elected to the Board in October 2021. Ms. Fine serves as Chair of Fine Capital Partners, a financial services firm she founded in 2004. She was the Chief Executive Officer of Fine Capital Partners from 2004 to January 2020. Fine Capital Partners manages assets principally for university endowments and foundations. Ms. Fine has over 30 years of investment experience as an equity analyst, portfolio manager, and chief investment officer, with specific domain knowledge of cyclical industries. As an entrepreneur, founder, and Chief Executive Officer of a financial services firm for the past 20 years she is familiar with securities regulation, business development, talent retention, business forecasting, financial oversight, strategic planning, and client management. Ms. Fine is National Association of Corporate Directors (NACD) certified. Ms. Fine was Director of Global Equities at Loews Corporation, a diversified conglomerate, from 1999 to 2004, where she built an equity investment team, established and managed an internal hedge fund as well as a real estate investment trust portfolio. She began her career as an Investment Banker at Salomon Brothers. She earned a Bachelor of Arts degree, cum laude, from Yale University and an MBA from Harvard Business School. Ms. Fine serves on several non-profit boards, including as Vice-Chair of the Board for Save the Children US, an approximately $1 billion international non-profit working in approximately 130 countries to improve the lives of children. She has also served on and/or chaired committees, including Audit and Risk, Finance, Investments, Executive Search and Crisis Management. She is also a Vice Chair of the Board of the Center for Global Development, a think-tank on development policy, where she serves on the Executive, Finance and Nominations and Governance committees. Ms. Fine has deep knowledge of capital markets and financial statement analysis. She also has expertise in evaluating strategic challenges, capital allocation alternatives, effective ways to generate long term value for shareholders and effective shareholder communications. She has decades of experience evaluating senior management teams and the efficacy of their strategic plans and a deep understanding of effective board governance. She is skilled at understanding the key drivers of profitability across various industries with particular domain expertise in all parts of the steel supply chain. |

  42. CLASS III MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2027 Annual Meeting

    | | GrafTech International Ltd. | 2025 Proxy Statement / 35 |

  43. CLASS III MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2027 Annual Meeting

    | Sachin Shivaram | | | Chief Executive Officer of Wisconsin Aluminum Foundry Company, Inc. Director Since: 2025 Age: 44 Committees: Audit and Human Resources and Compensation | Mr. Shivaram was appointed to the Board in January 2025. Since June 2019, Mr. Shivaram has been Chief Executive Officer of Wisconsin Aluminum Foundry, Inc., a century-old, family-owned manufacturer of aluminum and copper-based alloy castings. Mr. Shivaram began his career at ArcelorMittal S.A., a steel and mining company, rising to the head of strategy and marketing for a business unit with production facilities across North and South America. Mr. Shivaram is a member of the Board of Directors of Broadwind, Inc. (Nasdaq: BWEN), a precision manufacturer of structures, equipment and components for clean tech and other specialized applications, Lodge Manufacturing Company, an American manufacturer of cast-iron cookware (where he is Chair of the Audit & Finance Committee), and the Green Bay Packers, Inc. Mr. Shivaram also serves as Chairman of the Wisconsin Governor’s Council on Workforce Investment, and as a trustee at Lawrence University. Mr. Shivaram received a Bachelor of Arts degree in history and literature from Harvard University, a Master of Philosophy, Social and Political Science from the University of Cambridge, and a Juris Doctor from Yale Law School. Mr. Shivaram is qualified to serve on the Board as a result of his extensive business and management experience in the global manufacturing industry. |

  44. CLASS III MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2027 Annual Meeting

    | Anthony R. Taccone | | | Founding Partner and Co-Owner of First River LLC Director Since: 2018 Age: 64 Committees: Nominating and Corporate Governance and Human Resources and Compensation (Chair) | Mr. Taccone was elected to the Board in April 2018. Mr. Taccone has over 35 years of experience consulting to companies in the global steel industry and companies with interests in the steel industry, including suppliers, customers and investors. Since March 1998, Mr. Taccone has served as a Founding Partner and co-owner of First River LLC, a boutique strategy consulting firm. While at First River, Mr. Taccone has worked with senior management teams, boards of directors, investors and government agencies on challenging and complex issues facing companies in the steel industry, including financial restructurings, capacity rationalizations, mergers and acquisitions, major capital investment decisions, raw material integration strategies, and investments in downstream businesses. Prior to joining First River, Mr. Taccone was a strategy consultant at Beddows & Company, a professional investment management company, from 1988 to 1998. From 1994 until 1998, Mr. Taccone was the North American practice leader and served on Beddows & Company’s Board of Directors. Prior to his career as a steel industry consultant, Mr. Taccone worked as a Country Risk Economist from 1985 to 1987 and an Industry Economist from 1987 to 1988 at Mellon Bank, a global financial services company. Mr. Taccone received his undergraduate degree in economics from Washington & Jefferson College and a master’s degree in economics from Duke University. Mr. Taccone is qualified to serve on the Board primarily as a result of his deep knowledge of the global steel industry, over 35 years of experience helping steel and related companies to develop and implement effective strategies to achieve profitable growth and significant experience working with senior management teams and boards of directors. |

  45. CLASS III MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2027 Annual Meeting

    | 36 / GrafTech International Ltd. | 2025 Proxy Statement | |

  46. Executive Summary

    Executive Summary Our executive compensation program is driven by our strategic goals with an emphasis on paying for performance. This program has always relied upon the two elements of competitive base salary and a performance-based annual cash incentive plan, the Short-Term Incentive Plan (“STIP”). The STIP is designed to reward employees based on the financial and operational performance of the Company and is based on the achievement of Adjusted EBITDA and Adjusted Free Cash Flow, as well as a non-financial safety objective that is based on total recordable incident rates. See “Appendix A” to this Proxy Statement for additional information, including how we define Adjusted EBITDA and Adjusted Free Cash Flow and reconciliations to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.

  47. Executive Summary

    Long-term incentive compensation has also been part of our NEO compensation program. Since 2019, we have provided our executive leadership team with long-term incentive program awards under our Equity Plan adopted at the time of our IPO. These equity awards are designed to continue to help retain senior management of the Company and to incentivize them to make decisions with a long-term view and to motivate and influence behavior on their part that is consistent with maximizing value for the stockholders of the Company in a prudent manner. In 2024, we approved grants of time-based RSUs and performance-based restricted stock units (“PSUs”) to the NEOs under the Equity Plan. 2024 Business Summary 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 non-LTAs and a shift in the mix of our business from volume derived from LTAs 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 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.

  48. Executive Summary

    | ● | 2024 Annual Cash Incentive Performance. In the recent past, our STIP awards have been based solely on performance against a target of Adjusted EBITDA, a non-GAAP financial measure. In 2023, the STIP was not solely based on Adjusted EBITDA performance, but also based on performance regarding other financial metrics and non-financial metrics, including Adjusted Free Cash Flow, safety, sustainability and diversity training, and community involvement. The Human Resources and Compensation Committee made this |

  49. Executive Summary

    | change as it desired to align the STIP program with these other corporate objectives in order to motivate participants in achieving these corporate objectives. In 2024, the STIP was based on performance against Adjusted EBITDA, Adjusted Free Cash Flow, and safety targets. In addition, STIP target award percentages for 2024 were increased for Mr. Flanagan (from 80% to 100% of base salary) and Ms. Hedoux-Delgado (from 45% to 65% of base salary), with monthly stipends for Mr. Flanagan and Ms. Hedoux-Delgado included in the calculation of base salary for the period during which they served in interim roles. Mr. Halford’s STIP target award percentage remained unchanged, but his monthly stipend was also included in the calculation of base salary for purposes of the STIP. All of these changes were made to recognize their additional services to the Company. Based on the achievement regarding each of the three metrics, the final-weighted average performance resulted in an achievement of 63.1% of the target award opportunity. |

  50. Executive Summary

    | ● | 2024 RSU and PSU Awards. The Company granted to each of its NEOs RSU and PSU awards, both of which are ultimately designed to align the interests of our NEOs with those of our stockholders. The RSUs are also designed to help ensure long-term retention of key talent and the PSUs to drive financial and operational performance. |

  51. Executive Summary

    | What We Do | | What We Don’t Do | | | ✓ | Independent Compensation Consultant. The Human Resources and Compensation Committee uses an independent compensation consultant that provided no other material services to our Company in 2024. | • | No Above-Market Earnings on Deferred Compensation. We do not pay guaranteed, above-market or preferential interest or earnings on deferred compensation. | | ✓ | Annual Say-on-Pay Vote. Our stockholders have the opportunity to cast an advisory vote to approve our NEO compensation every year. | | | | ✓ | Double-Trigger Change in Control. Our long-term incentive award agreements approved in 2022, 2023 and 2024 contain “double-trigger” acceleration provisions for vesting upon a change in control. | | |

  52. Overview of Our 2024 Executive Compensation Program

    | Element | Objectives and Key Features | | Base Salary | Reflects the scope, responsibility, accountability and complexity of the executive’s role. Attracts and helps retain executive talent by providing a fixed level of compensation that is financially stable and not “at risk.” | | Annual Cash Incentive Awards STIP | Aligns executive compensation with the Company’s financial success, while also taking into consideration other objectives. Allows for competitive incentives to executive officers by having a portion of their annual cash compensation be dependent upon annual performance and “at risk.” | | Long-Term Incentive Compensation RSUs and PSUs | Multi-year awards that incentivize long-term value creation, including RSUs and PSUs that align the interests of our NEOs with those of our stockholders as well as help ensure retention of key talent (RSUs) and drive financial and operational performance (PSUs). | | Cash Retention Award | Incentivizes executive talent retention over an 18-month period through May 2024. | | Retirement Savings Plan (the “Savings Plan”) | Allows for market-based 401(k) retirement savings benefits in a tax-efficient manner for our U.S.-based NEOs. Broad-based plan under which we make matching contributions that vary based on the employee’s contribution and eligible earnings, up to the limits set by the Code. | | Health, Welfare and Other Benefits | Attract and help retain executives by providing competitive health, welfare and other benefits. Generally, benefits are made available to NEOs on the same basis as made available to other eligible employees. |

  53. Overview of Our 2024 Executive Compensation Program

    Mix of 2024 Compensation Components The following charts illustrate the mix of the key compensation components for our NEOs for 2024. The percentages reflect the amounts of 2024 base salary rate as of the end of the year, target 2024 annual cash incentive compensation, and the aggregate grant date fair values of RSUs and PSUs granted in 2024. The Chief Executive Officer chart reflects compensation amounts for Mr. Flanagan.

  54. Peer Group

    Peer Group The Human Resources and Compensation Committee does not use compensation data about other companies as a benchmark on which to base, justify or provide a framework for an executive compensation decision. Rather the Human Resources and Compensation Committee reviews or considers peer group and published survey compensation information to obtain a general understanding of compensation practices of other companies. Every other year (except for 2024 as a cost savings measure), the compensation consultant reviews current and potential peer companies and recommends changes primarily based upon revenue size. The Human Resources and Compensation Committee evaluates such recommendations and will make changes to the peer group, as necessary. The Human Resources and Compensation Committee, with the assistance of the compensation consultant, undertook a peer group review in late 2022 that was used as a general understanding of compensation practices among our peers when determining our executive compensation in both 2023 and 2024. That review resulted in the peer group listed below, which consisted of 21 companies, that, as of October 2022, had last twelve month revenues that ranged from approximately $806 million to $5.5 billion, with GrafTech ranking at approximately the 20th percentile:

  55. Peer Group

    | Albany International Corp. | Chart Industries, Inc. | Koppers Holdings Inc. | | Altra Industrial Motion Corp.* | ESCO Technologies Inc. | Materion Corporation | | Arcosa, Inc. | Harsco Corporation*** | Quaker Chemical Corporation | | ATI Inc. | Hexcel Corporation | RBC Bearings Incorporated | | Barnes Group Inc.** | Ingevity Corporation | Schnitzer Steel Industries, Inc.**** | | Carpenter Technology Corporation | Kaiser Aluminum Corporation | TimkenSteel Corporation***** | | ChampionX Corporation | Kennametal Inc. | Worthington Industries, Inc.****** |

  56. Peer Group

    | * Altra Industrial Motion Corp. was acquired since our peer group review. |

  57. Peer Group

    | ** Barnes Group Inc. delisted from the NYSE on February 7, 2025 as a result of a merger with Goat Merger Sub, Inc., a wholly-owned subsidiary of Goat Holdco, LLC. |

  58. Peer Group

    | *** Known as Enviri Corporation as of June 2023. |

  59. Peer Group

    | | GrafTech International Ltd. | 2025 Proxy Statement / 51 |

  60. Peer Group

    | **** Known as Radius Recycling, Inc. as of January 2024. |

  61. Peer Group

    | ***** Known as Metallus Inc. as of the end of February 2024. |

  62. Peer Group

    | ****** Completed its spin-off of Worthington Steel, Inc. and renamed Worthington Enterprises, Inc. as of December 2023. |

  63. Peer Group

    This peer group was selected to measure total shareholder return for the PSUs granted in 2023 and 2024. However, as a result of the spin-off of Worthington Steel, Inc. in 2023, in accordance with the adjustment provisions of the 2023 and 2024 PSUs, the Human Resources and Compensation Committee determined in May 2024 to remove Worthington Enterprises, Inc. and Worthington Steel, Inc. from the peer group for purposes of determining total stockholder return for those awards.

  64. Key Components of Our 2024 Executive Compensation Program

    | (3) Mr. Perez received his annual cash incentive award in the form of Swiss Francs (CHF). The amount for Mr. Perez is shown in United States Dollars (USD) using a foreign currency exchange rate of 1.1020 CHF/USD as reported in The Wall Street Journal on close of business as of December 31, 2024. |

  65. Key Components of Our 2024 Executive Compensation Program

    | Name | 2024 STIP Award | | Timothy K. Flanagan(1) | $420,814 | | Rory F. O’Donnell(2) | $67,044 | | Catherine Hedoux-Delgado(3) | — | | Jeremy S. Halford(4) | $295,813 | | Iñigo Perez Ortiz(5) | $236,771 | | Gina K. Gunning(3) | — |

  66. Key Components of Our 2024 Executive Compensation Program

    | (3) The STIP program generally requires that participants remain employed with the Company at the time of payout in order to receive their STIP awards for an applicable year. Neither Ms. Hedoux-Delgado nor Ms. Gunning were entitled to receive a 2024 STIP award under the terms of the STIP due to their non-qualifying retirement and voluntary resignation, respectively. |

  67. Key Components of Our 2024 Executive Compensation Program

    | (5) Mr. Perez received his annual cash incentive award in the form of Swiss Francs (CHF). The amount for Mr. Perez is shown in United States Dollars (USD) using a foreign currency exchange rate of 1.1020 CHF/USD as reported in The Wall Street Journal on close of business as of December 31, 2024. |

  68. Key Components of Our 2024 Executive Compensation Program

    Long-Term Incentive Compensation for 2024 We provide long-term incentive compensation to our NEOs. Our long-term incentive program is designed to help retain our NEOs and to incentivize them to make decisions with a long-term view and to motivate and influence behavior on their part that is consistent with maximizing value for the stockholders of the Company in a prudent manner. Outstanding awards have been made under our Equity Plan. Our Equity Plan allows us to grant options and other stock-based awards, including RSUs and PSUs. In 2024, we granted RSUs and PSUs to each of our NEOs. These awards are designed to align the interests of our NEOs with those of our stockholders. The RSUs are also designed to help ensure long-term retention of key talent and the PSUs are designed to help drive financial and operational performance. Although we have granted stock options in prior years to our NEOs, we decided not to grant stock options in 2024 for several reasons, including to ensure management’s accumulation of its

  69. Key Components of Our 2024 Executive Compensation Program

    ownership stake, despite stock price volatility, in order to further align management and stockholder interests, to streamline our long-term incentive award program, and preserve our limited pool of available shares under our Equity Plan. For 2024, the target long-term incentive award value for each NEO was determined as a percentage of base salary. Although Mr. Flanagan’s award opportunity percentage of base salary was increased from 150% to 200% of base salary, the award opportunity percentages of base salary remained unchanged from 2023 to 2024 for Messrs. Halford and Perez and Ms. Gunning (150%) and for Ms. Hedoux-Delgado (70%). Mr. O’Donnell’s award opportunity percentage of base salary was equal to 150% of base salary, with such base salary being prorated for 2024 based on his start date of September 3, 2024. The target long-term incentive award value as a percentage of base salary was then allocated to each award type depending on the position of the NEO, with 40% of the target long-term incentive award value being allocated to PSUs and 60% allocated to RSUs for each NEO other than Mr. Flanagan, whose long-term incentive award value was allocated 50% to PSUs and 50% to RSUs. The allocations were then converted into a number of shares for each NEO, using the 20-business day volume weighted-average share price prior to the date of grant of (i) $1.53 for RSUs and PSUs for each NEO other than Mr. O’Donnell and (ii) $0.69 for RSUs and PSUs for Mr. O’Donnell. The long-term incentive award opportunities for Mr. Flanagan’s 2024 targeted long-term incentive compensation were as follows:

  70. Key Components of Our 2024 Executive Compensation Program

    | Name | 2024 Base Salary(1)X | Multiple of Base Salary | = | 2024 LTIP Value(2) | = | No. of Target PSUs Granted (50%) | No. of RSUs Granted (50%) | | Timothy K. Flanagan | $702,000 | 2.0x | | $1,404,000 | | 458,524 | 458,524 |

  71. Key Components of Our 2024 Executive Compensation Program

    The long-term incentive award opportunities for each of the other NEOs (other than Ms. Hedoux-Delgado) 2024 long-term incentive compensation were as follows:

  72. Key Components of Our 2024 Executive Compensation Program

    | Name | 2024 Base Salary(1)X | Multiple of Base Salary | = | 2024 LTIP Value(2) | = | No. of Target PSUs Granted (40%) | No. of RSUs Granted (60%) | | Rory F. O’Donnell | $141,667 | 1.5x | | $212,500 | | 123,423 | 185,134 | | Jeremy S. Halford | $658,000 | 1.5x | | $987,000 | | 257,871 | 386,806 | | Iñigo Perez Ortiz | $500,308 | 1.5x | | $750,462 | | 202,877 | 304,315 | | Gina K. Gunning | $416,000 | 1.5x | | $624,000 | | 163,031 | 244,546 |

  73. Key Components of Our 2024 Executive Compensation Program

    The long-term incentive award opportunities for Ms. Hedoux-Delgado’s 2024 targeted long-term incentive compensation were as follows:

  74. Key Components of Our 2024 Executive Compensation Program

    | Name | 2024 Base Salary(1)X | Multiple of Base Salary | = | 2024 LTIP Value(2) | = | No. of Target PSUs Granted (40%) | No. of RSUs Granted (60%) | | Catherine Hedoux-Delgado | $401,500 | 0.7x | | $281,050 | | 55,072 | 128,501 |

  75. Key Components of Our 2024 Executive Compensation Program

    | (1) Base salary amounts used to calculate long-term incentive award opportunities were based on the base salaries in effect as of April 1, 2024, except for Mr. O’Donnell who was hired effective September 3, 2024, and whose base salary was prorated for purposes of calculating his targeted long-term incentive award opportunity. The amounts for each of Mr. Flanagan, Ms. Hedoux-Delgado and Mr. Halford reflect the Stipends they received in 2024 of $21,000, $4,000 and $8,000, respectively, on a monthly basis, and then annualized for purposes of determining their 2024 LTIP values. |

  76. Key Components of Our 2024 Executive Compensation Program

    | (2) 2024 LTIP values were rounded to the nearest ten thousand in some cases. |

  77. Key Components of Our 2024 Executive Compensation Program

    Restricted Stock Units Granted in 2024 We awarded time-based RSUs to each of our NEOs in March 2024 (except for Mr. O’Donnell, whose RSUs were granted in September 2024 upon his hire). The RSUs generally vest ratably over three years on each anniversary of the date of grant, subject to acceleration in certain circumstances. As soon as practicable following each vesting date, the NEO receives one share of common stock in respect of each vested RSU. The RSUs accrue dividend equivalents with such dividend equivalents vesting on the same schedule as the shares underlying the RSUs to the extent that dividends are declared by the Board on the common stock of the Company. The RSUs granted in 2024 were as follows:

  78. Key Components of Our 2024 Executive Compensation Program

    | Name | RSUs Granted in 2024 | | Timothy K. Flanagan | 458,524 | | Rory F. O’Donnell | 185,134 | | Catherine Hedoux-Delgado | 128,501 | | Jeremy S. Halford | 386,806 | | Iñigo Perez Ortiz | 304,315 | | Gina K. Gunning | 244,546 |

  79. Key Components of Our 2024 Executive Compensation Program

    Performance-Based Restricted Stock Units Granted in 2024 We awarded PSUs to each of our NEOs in March 2024 (except for Mr. O’Donnell, whose PSUs were granted in September 2024). The 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 for each of three measurement periods consisting of 12, 24, and 36 months (with a third of the total PSUs subject to each measurement period), and payout opportunities as follows:

  80. Key Components of Our 2024 Executive Compensation Program

    | Performance Level | Index Percentile Achievement(1) | Payout as a % of Target | | Maximum | 85th | 200% | | Target | 50th | 100% | | Threshold | 25th | 50% | | Below Threshold | Below 25th | 0% |

  81. Key Components of Our 2024 Executive Compensation Program

    | (1) Payouts will be interpolated on a straight-line basis between various performance levels. |

  82. Key Components of Our 2024 Executive Compensation Program

    | Name | 2024 PSU Awards (Target) | | Timothy K. Flanagan | 458,524 | | Rory F. O’Donnell | 123,423 | | Catherine Hedoux-Delgado | 55,072 | | Jeremy S. Halford | 257,871 | | Iñigo Perez Ortiz | 202,877 | | Gina K. Gunning | 163,031 |

  83. Key Components of Our 2024 Executive Compensation Program

    Stock Options Granted in 2024 No stock options were granted to our NEOs in fiscal year 2024.

  84. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information concerning the compensation of the Company’s NEOs for the fiscal years ended December 31, 2024, 2023 and 2022, as applicable.

  85. 2024 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | Timothy K. Flanagan Chief Executive Officer and President | 2024 | 702,000 | 500,000 | 1,384,742 | — | 420,814 | 15,950(6) | 3,023,506 | | | 2023 | 476,500 | — | 612,905 | 130,866 | 288,900 | 25,850 | 1,535,021 | | | 2022 | 430,000 | 96,750 | 521,862 | 208,601 | 54,825 | 24,400 | 1,336,438 | | Rory F. O’Donnell | 2024 | 138,669 | — | 130,581 | — | 67,044 | — | 336,294 | | Chief Financial Officer and Senior Vice President | | | | | | | | | | Catherine Hedoux-Delgado Former Interim Chief Financial Officer and Treasurer | 2024 2023 | 395,174 308,875 | 175,000 — | 303,630(7) 187,060 | — 41,394 | — 105,131 | 17,103(8) 26,400 | 890,907 668,860 | | Jeremy S. Halford | 2024 | 586,000 | 650,000 | 1,019,879 | — | 295,813 | 19,781(9) | 2,571,473 | | Executive Vice President, Chief Operating Officer | 2023 | 568,750 | — | 765,461 | 163,437 | 344,400 | 154,102 | 1,966,150 | | | 2022 | 537,000 | 129,840 | 550,600 | 303,195 | 73,576 | 543,763 | 2,137,974 | | Iñigo Perez Ortiz | 2024 | 500,308 | 551,000 | 802,378 | — | 236,771 | 104,741(10) | 2,195,198 | | Senior Vice President, Commercial and CTS | 2023 | 534,348 | — | 670,263 | 143,112 | 291,730 | 61,097 | 1,700,550 | | | 2022 | 467,803 | 105,726 | 695,530 | 218,858 | 59,911 | 70,267 | 1,618,095 | | Gina K. Gunning | 2024 | 416,000 | 400,000 | 644,787 | — | — | 16,500(11) | 1,477,287 | | Former Chief Legal Officer and Corporate Secretary | 2023 | 412,000 | — | 566,596 | 120,978 | 202,800 | 26,400 | 1,328,774 | | | 2022 | 395,000 | 78,000 | 334,767 | 184,344 | 44,200 | 24,400 | 1,060,711 |

  86. 2024 Summary Compensation Table

    | (1) Compensation information is not shown for 2022 or 2023 for Mr. O’Donnell or for 2022 for Ms. Hedoux-Delgado because they were not NEOs during those years. |

  87. 2024 Summary Compensation Table

    | | GrafTech International Ltd. | 2025 Proxy Statement / 61 |

  88. 2024 Summary Compensation Table

    | (2) The 2024 salary amounts for each of our NEOs (other than Messrs. Flanagan and O’Donnell and Ms. Hedoux-Delgado) reflect that their annual base salary rates for 2024 remained unchanged as of April 1, 2024. Mr. Flanagan’s salary amount reflects an increase approved in connection with his appointment as Chief Executive Officer and President on March 26, 2024 after serving as the Interim Chief Executive Officer since November 15, 2023, and Mr. O’Donnell’s salary amount reflects his appointment as Chief Financial Officer and Senior Vice President, effective September 3, 2024. The 2024 salary amount for Ms. Hedoux-Delgado reflects that her base salary rate for 2024 became effective April 1, 2024. The 2024 salary amounts for Ms. Hedoux-Delgado and Messrs. Flanagan and Halford include the Stipends they received in the amount of $36,000, $63,000 and $24,000, respectively. Mr. Perez received his salary in the form of Swiss Francs (CHF). The 2024 salary amount for Mr. Perez is shown in United States Dollars (USD) using a foreign currency exchange rate of 1.1020 CHF/USD as reported in The Wall Street Journal on close of business as of December 31, 2024. |

  89. 2024 Summary Compensation Table

    | (3) The amounts represent cash retention awards that were paid by the Company in a lump sum to each NEO (except Mr. O’Donnell) in June 2024. The 2024 retention amount for Mr. Perez is shown in United States Dollars (USD) using a foreign currency exchange rate of 1.1020 CHF/USD as reported in The Wall Street Journal on close of business as of December 31, 2024. |

  90. 2024 Summary Compensation Table

    | (4) For 2024, reflects the aggregate grant date fair value pursuant to FASB ASC Topic 718, Compensation – Stock Compensation of RSUs and PSUs granted under our Equity Plan. The values of the PSUs assume a target level of performance for the market condition and were calculated using a Monte-Carlo Simulation. Additional details on accounting for stock-based compensation can be found in Note 3, Stock-Based Compensation to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. The amount for Mr. Perez is shown in United States Dollars (USD) using a foreign currency exchange rate of 1.1020 CHF/USD as reported in The Wall Street Journal on close of business as of December 31, 2024. No stock options were granted to NEOs in 2024. For additional information on the RSU and PSU grants made in 2024, see the “2024 Grants of Plan-Based Awards Table” below. |

  91. 2024 Summary Compensation Table

    | (5) For 2024, represents cash payments made under the STIP. For 2024, each NEO (other than Mses. Gunning and Hedoux-Delgado) was awarded 63.1% of their respective target opportunity. This amount was paid to each NEO on February 28, 2025. |

  92. 2024 Summary Compensation Table

    | (6) Consists of $15,950 in matching contributions to the Savings Plan. |

  93. 2024 Summary Compensation Table

    | (7) A pro-rata portion of Ms. Hedoux-Delgado’s outstanding stock option, RSU and PSU awards time-based vested in connection with her retirement on December 31, 2024. For more information, see the “2024 Nonqualified Deferred Compensation Table” below. |

  94. 2024 Summary Compensation Table

    | (8) Consists of $17,103 in matching contributions to the Savings Plan. |

  95. 2024 Summary Compensation Table

    | (9) Consists of $17,250 in matching contributions to the Savings Plan and $2,531 in tax preparation gross-up payments related to his prior international assignment. |

  96. 2024 Summary Compensation Table

    | (10) Consists of $100,112 in Company contributions to the GrafTech Switzerland retirement benefit plan and $4,628 in subsidies for health care. Mr. Perez received these amounts in the form of Swiss Francs (CHF). The 2024 “all other compensation” amount for Mr. Perez is shown in United States Dollars (USD) using a foreign currency exchange rate of 1.1020 CHF/USD as reported in The Wall Street Journal on close of business as of December 31, 2024. |

  97. 2024 Summary Compensation Table

    | (11) Consists of $16,500 in matching contributions to the Savings Plan. |

  98. 2024 Summary Compensation Table

    | 62 / GrafTech International Ltd. | 2025 Proxy Statement | |

  99. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table sets forth, for each of the NEOs, the grants of awards under our Equity Plan and our STIP during the fiscal year ended December 31, 2024.

  100. 2024 Grants of Plan-Based Awards Table

    | Name | Approval Date | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Timothy K. Flanagan | | — | — | 702,000 | 1,404,000 | — | — | — | — | — | | | 3/8/2024 | 3/12/2024 | — | — | — | — | 458,524 | 917,048 | — | 527,303 | | | 3/8/2024 | 3/12/2024 | — | — | — | — | — | — | 458,524 | 857,440 | | Rory F. O’Donnell | | — | — | 318,750 | 637,500 | — | — | — | — | — | | | 8/13/2024 | 9/3/2024 | — | — | — | — | 123,423 | 246,846 | — | 9,874 | | | 8/13/2024 | 9/3/2024 | — | — | — | — | — | — | 185,134 | 120,337 | | Catherine Hedoux-Delgado | | — | — | 253,175 | 506,350 | — | — | — | — | — | | | 3/8/2024 | 3/12/2024 | — | — | — | — | 55,072 | 110,144 | — | 63,333 | | | 3/8/2024 | 3/12/2024 | — | — | — | — | — | — | 128,501 | 240,297 | | Jeremy S. Halford | | — | — | 468,800 | 937,600 | — | — | — | — | — | | | 3/8/2024 | 3/12/2024 | — | — | — | — | 257,871 | 515,742 | — | 296,552 | | | 3/8/2024 | 3/12/2024 | — | — | — | — | — | — | 386,806 | 723,327 | | Iñigo Perez Ortiz | | — | — | 375,231(5) | 750,462(5) | — | — | — | — | — | | | 3/8/2024 | 3/12/2024 | — | — | — | — | 202,877 | 405,754 | — | 233,309 | | | 3/8/2024 | 3/12/2024 | — | — | — | — | — | — | 304,315 | 569,069 | | Gina K. Gunning | | — | — | 270,400 | 540,800 | — | — | — | — | — | | | 3/8/2024 | 3/12/2024 | — | — | — | — | 163,031 | 326,062 | — | 187,486 | | | 3/8/2024 | 3/12/2024 | — | — | — | — | — | — | 244,546 | 457,301 |

  101. 2024 Grants of Plan-Based Awards Table

    | (1) These amounts reflect the target and maximum annual cash incentive compensation amounts that could have been earned with respect to 2024 based upon the achievement of annual performance goals under our STIP. Mr. Flanagan and Ms. Hedoux-Delgado’s target and maximum opportunities reflect the Stipends they received in 2024 in connection with their interim roles. Mr. Halford’s target and maximum opportunities reflect the Stipend he received in 2024 in connection with his work on key strategic initiatives, including leading efforts in connection with the active investigation into the use of the Company’s assets to supply the growing electric vehicle battery market, along with his current duties as Executive Vice President, Chief Operating Officer. The amounts of annual cash incentive compensation earned with respect to 2024 by our NEOs were determined in February 2025 and paid in February 2025. The amounts paid are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  102. 2024 Grants of Plan-Based Awards Table

    | (2) These amounts reflect the threshold, target and maximum number of PSUs granted on March 12, 2024 under our Equity Plan, except for Mr. O’Donnell whose PSUs were granted on September 3, 2024 in connection with his appointment as Chief Financial Officer and Senior Vice President. The PSUs generally vest on December 31, 2026 to the extent that the participant’s employment continues through such date and the performance goals for the PSUs are achieved, once determined and certified by the Human Resources and Compensation Committee. |

  103. 2024 Grants of Plan-Based Awards Table

    | (3) These amounts reflect the number of RSUs granted on March 12, 2024 under our Equity Plan, except for Mr. O’Donnell whose RSUs were granted on September 3, 2024 in connection with his appointment as Chief Financial Officer and Senior Vice President. These RSUs generally vest ratably over three years on each anniversary of the date of grant. |

  104. 2024 Grants of Plan-Based Awards Table

    | (4) The value of the PSUs is equal to the aggregate grant date fair value computed in accordance with stock-based accounting rules (Stock Compensation Topic 718 of the Accounting Standards Codification (“ASC”)). The values included in the column assume a target level of performance for the market condition and were calculated using a Monte-Carlo Simulation. The value of the RSUs is equal to the aggregate grant date fair value computed in accordance with stock-based accounting rules (Stock Compensation Topic 718 of the ASC). This valuation method values the award by multiplying the closing market price of our shares of stock on the grant date as reported on the NYSE ($1.87 for all NEOs except Mr. O’Donnell and $0.65 for Mr. O’Donnell) by the number of RSUs reported. |

  105. 2024 Grants of Plan-Based Awards Table

    | (5) Mr. Perez received his annual cash incentive compensation in the form of Swiss Francs (CHF). Amounts shown in United States Dollars (USD) using a foreign currency exchange rate of 1.1020 CHF/USD as reported in The Wall Street Journal on close of business as of December 31, 2024. |

  106. 2024 Grants of Plan-Based Awards Table

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

    Narrative Information Regarding the 2024 Summary Compensation Table and 2024 Grants of Plan-Based Awards Table We do not maintain employment agreements with any of our NEOs, but we are a party to offer letters with some of our NEOs, some of which provide for severance benefits. This description summarizes the terms of and the programs under which the compensation reflected in the tables for our NEOs was awarded. Additional information is provided in the “Compensation Discussion and Analysis” and “Potential Payments upon Termination or Change in Control” sections of this proxy statement. Salary The salary amounts disclosed in the 2024 Summary Compensation Table are the amounts of base salary earned by our NEOs during the indicated year and for Messrs. Flanagan and Halford and Ms. Hedoux-Delgado also include the Stipends they received in 2024. For 2024, salaries earned by our NEOs accounted for the following percentages of their total compensation set forth in the table: Mr. Flanagan (23.2%), Mr. O’Donnell (41.2%), Ms. Hedoux-Delgado (44.4%), Mr. Halford (22.8%), Mr. Perez (22.8%), and Ms. Gunning (28.2%). Short-Term Incentive Awards and Bonuses The amounts reported in the Non-Equity Incentive Plan Compensation column of the 2024 Summary Compensation Table represent aggregate final payouts of annual cash incentive awards for 2024, which were tied to the achievement of performance measures and target award opportunities established by March of 2024. For 2024, the target cash incentive award opportunities were based on the following financial and non-financial metrics: Adjusted EBITDA, Adjusted Free Cash Flow, and Safety. Payouts in 2024 could range from no payout up to a maximum of 200% of the target award, and specific target and maximum levels of performance and related payout scales were established for the awards. For additional detail regarding our cash incentive award program and the 2024 cash incentive awards, see the “Compensation Discussion and Analysis” section above. Performance Stock Unit Awards The Company made PSU grants to each of our NEOs in 2023 and 2024, other than Mr. O’Donnell who was not a NEO in 2023. The PSUs will be earned based on the achievement of a performance goal (market condition) of relative total shareholder return, measured by stock performance price and any dividends reinvested, compared against a peer group, over a three-year period with measurement periods after 12-, 24-, and 36-months, and the NEO’s continued employment through the entire three-year period. The three measurement periods of 12-, 24-and 36-months allow an NEO to earn 1/3 of the total award at the performance level achieved at the end of each such period, although the award does not vest and payout until the end of the three-year performance period. If absolute return is negative during a measurement period, then the award is capped at 100% for the respective measurement period. In addition, with respect to the PSUs granted in 2024, we capped PSU payouts at 3.5 times the applicable 20-business day volume weighted-average share price prior to the date of grant. Payouts could range from no payout up to a maximum of 200% of the target award, and specific target and maximum levels of performance and related payout scales were established for the awards. Also, in 2024, with respect to the PSUs granted in 2023 and 2024, as discussed previously, we removed the successor entities to Worthington Industries, Inc. after a spin-off transaction, Worthington Enterprises, Inc. and Worthington Steel, Inc., from the comparative peer group for those awards because the Human Resources and Compensation Committee, consistent with its authority under the Omnibus Incentive Plan and the applicable award agreements, determined that the entities no longer served as appropriate financial peers to the Company.

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

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

    Each PSU has an associated dividend equivalent right pursuant to which the holder is entitled to receive any ordinary cash dividends that are paid on a share of our common stock for dividend record dates occurring after the grant date and prior to the settlement of the PSUs. These dividend equivalents are deemed reinvested in the form of additional PSUs, which will vest at the same time and schedule as the PSUs generally. The award agreements for the PSUs include vesting provisions in the event of the NEO’s death or disability, termination without cause, or retirement that occurs before the end of the three-year performance period. For additional detail regarding the grants of PSUs made in 2024 to each of our NEOs, see the “Compensation Discussion and Analysis” section above. Restricted Stock Unit Awards The Company made time-based RSU grants to each of our NEOs in 2022, 2023 and 2024, other than Mr. O’Donnell who was not a NEO in 2022 or 2023. Each RSU includes a dividend equivalent right pursuant to which the holder is entitled to receive any ordinary cash dividends to the extent that dividends are paid on a share of our common stock for dividend record dates occurring after the grant date and prior to the settlement of the RSUs. These dividend equivalents are deemed reinvested in the form of additional RSUs. Unless accelerated earlier pursuant to the terms of the applicable award agreement, the RSUs granted in 2022 vest ratably over five years on each anniversary of the date of grant while the RSUs granted in 2023 and 2024 vest ratably over three years on each anniversary of the date of grant. As soon as practicable following the applicable vesting date, the Company will deliver one share of common stock to the NEO in respect of each vested RSU. The award agreements granting RSUs in 2023 and 2024 include accelerated vesting provisions in the event of the NEO’s death or disability, termination without cause, or retirement that occurs before the end of the three-year vesting period. For additional detail regarding the grants of RSUs made in 2024 to each of our NEOs, see the “Compensation Discussion and Analysis” section above. Option Awards The Company awarded each of our NEOs options in 2022 and 2023, other than Mr. O’Donnell who was not a NEO in 2022 or 2023. Unless accelerated earlier pursuant to the terms of the applicable award agreement, the options granted in 2022 vest in five equal annual installments on the anniversary of the grant date, while the options granted in 2023 vest in three equal annual installments on the anniversary of the grant date. The options expire on the ten year anniversary of the grant date, unless terminated earlier pursuant to the terms of the applicable award agreement. The award agreements granting stock options in 2023 include accelerated vesting provisions in the event of the NEO’s death or disability, termination without cause, or retirement that occurs before the end of the three-year vesting period. No stock options were granted to our NEOs in fiscal year 2024, and we no longer have policies and practices regarding the grant of (or any current intention to grant) stock options to our NEOs or other employees.

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

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  111. Outstanding Equity Awards at 2024 Fiscal Year End Table

    Outstanding Equity Awards at 2024 Fiscal Year End Table The following table sets forth information regarding the number of unexercised stock options, RSUs and PSUs at December 31, 2024 for our NEOs.

  112. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Timothy K. Flanagan | 02/25/2022 | 15,032 | 22,549(1) | $10.08 | 02/25/2032 | 31,404(3) | 54,328 | — | — | | | 02/25/2023 | 14,219 | 28,439(2) | $5.60 | 02/25/2033 | 31,486(4) | 54,471 | 47,228(6) | 81,705 | | | 03/12/2024 | — | — | — | — | 458,524(4) | 793,247 | 458,524(6) | 793,247 | | Rory F. O’Donnell | 09/03/2024 | — | — | — | — | 185,134(4) | 320,282 | 123,423(6) | 213,522 | | Catherine Hedoux-Delgado | 04/19/2018 | 33,340 | — | $15.00 | 04/19/2028 | — | — | — | — | | | 03/21/2019 | 10,000 | — | $13.36 | 03/21/2029 | — | — | — | — | | | 12/16/2020 | 1,000 | — | $9.14 | 12/16/2030 | — | — | — | — | | | 03/04/2021 | 12,000 | — | $11.48 | 03/04/2031 | — | — | — | — | | | 02/25/2022 | 4,992 | — | $10.08 | 02/25/2032 | — | — | — | — | | | 02/25/2023 | 11,421 | — | $5.60 | 02/25/2033 | — | — | 7,463(6) | 12,911 | | | 03/12/2024 | — | — | — | — | — | — | 18,391(6) | 31,816 | | Jeremy S. Halford | 05/01/2019 | 50,000 | — | $11.14 | 05/01/2029 | — | — | — | — | | | 02/25/2020 | 36,000 | — | $9.01 | 02/25/2030 | — | — | — | — | | | 03/04/2021 | 42,000 | — | $11.48 | 03/04/2031 | — | — | — | — | | | 02/25/2022 | 21,849 | 32,744(1) | $10.08 | 02/25/2032 | 33,133(3) | 57,321 | — | — | | | 02/25/2023 | 17,758 | 35,517(2) | $5.60 | 02/25/2033 | 39,322(4) | 68,028 | 58,984(6) | 102,042 | | | 03/12/2024 | — | — | — | — | 386,806(4) | 669,174 | 257,871(6) | 446,117 | | Iñigo Perez Ortiz | 02/25/2020 | 30,000 | — | $9.01 | 02/25/2030 | — | — | — | — | | | 03/04/2021 | 37,000 | — | $11.48 | 03/04/2031 | — | — | — | — | | | 02/25/2022 | 15,772 | 23,657(1) | $10.08 | 02/25/2032 | 41,855(3) | 72,409 | — | — | | | 02/25/2023 | 15,550 | 31,100(2) | $5.60 | 02/25/2033 | 34,432(4) | 59,567 | 51,648(6) | 89,351 | | | 03/12/2024 | — | — | — | — | 304,315(4) | 526,465 | 202,877(6) | 350,977 | | Gina K. Gunning(7) | 07/30/2018 | 67,000 | — | $20.00 | 07/30/2028 | — | — | — | — | | | 03/21/2019 | 20,000 | — | $13.36 | 03/21/2029 | — | — | — | — | | | 02/25/2020 | 27,000 | — | $9.01 | 02/25/2030 | — | — | — | — | | | 03/04/2021 | 33,000 | — | $11.48 | 03/04/2031 | — | — | — | — | | | 02/25/2022 | 13,284 | 19,927(1) | $10.08 | 02/25/2032 | 20,146(3) | 34,852 | — | — | | | 02/25/2023 | 13,145 | 26,290(2) | $5.60 | 02/25/2033 | 29,106(4) | 50,354 | 43,660(6) | 75,532 | | | 03/12/2024 | — | — | — | — | 244,546(4) | 423,065 | 163,031(6) | 282,044 |

  113. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (1) Options granted in 2022 generally vest and become exercisable in approximately five equal annual installments beginning on the first anniversary of the grant date. |

  114. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (2) Options granted in 2023 generally vest and become exercisable in approximately three equal annual installments beginning on the first anniversary of the grant date. |

  115. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (3) RSUs granted in 2022 generally vest in approximately five equal annual installments beginning on the first anniversary of the grant date. The RSUs accrue dividend equivalents that are reinvested in the form of additional RSUs to the extent dividends are paid. The additional RSUs are reflected in this number. |

  116. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (4) RSUs granted in 2023 and 2024 generally vest in approximately three equal installments beginning on the first anniversary of the grant date. The RSUs accrue dividend equivalents that are reinvested in the form of additional RSUs. The additional RSUs are reflected in this number. |

  117. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (5) The market value for the RSUs and PSUs is calculated by multiplying the number of RSUs and PSUs, as applicable, that have not vested by the closing market price of our common stock ($1.73) as reported on the NYSE as of the close of business on December 31, 2024. |

  118. Outstanding Equity Awards at 2024 Fiscal Year End Table

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  119. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (6) PSUs granted in 2023 and 2024 generally vest on December 31, 2025 and December 31, 2026, respectively, in each case to the extent that the participant’s employment continues through such date and the performance goals for the PSUs are achieved, once determined and certified by the Human Resources and Compensation Committee after the end of the final measurement period. The PSUs accrue dividend equivalents that are reinvested in the form of additional PSUs. The additional PSUs are reflected in this number. Amounts reflect the threshold level of performance. |

  120. Outstanding Equity Awards at 2024 Fiscal Year End Table

    | (7) Ms. Gunning forfeited her unvested outstanding equity awards in connection with her voluntary resignation from the Company effective January 24, 2025. |

  121. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table sets forth information regarding the number and value of RSUs that vested during 2024 for our NEOs. None of the NEOs exercised stock options or had PSUs that vested in 2024.

  122. 2024 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Timothy K. Flanagan | — | — | 26,211 | 35,385 | | Rory F. O’Donnell | — | — | — | — | | Catherine Hedoux-Delgado | — | — | 10,640 | 14,364 | | Jeremy S. Halford | — | — | 30,705 | 41,452 | | Iñigo Perez Ortiz | — | — | 31,168 | 42,076 | | Gina K. Gunning | — | — | 21,268 | 28,712 |

  123. 2024 Option Exercises and Stock Vested Table

    | (1) The value realized on the vesting of RSUs is equal to the number of RSUs vested, including any fractional units that were settled in cash, multiplied by the market price of our common stock. The market price is equal to the closing price of our common stock on the vesting date. If the vesting date occurred on a weekend or holiday, the market price is equal to the closing price of our common stock on the first business day immediately preceding the vesting date. |

  124. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table The following table sets forth information for 2024 relating to Ms. Catherine Hedoux-Delgado’s participation in our non-qualified compensation deferral plan and her vested but deferred RSU awards.

  125. 2024 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in 2024 ($) | Registrant Contributions in 2024 ($) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at 12/31/2024 ($) | | Timothy K. Flanagan | — | — | — | — | — | | Rory F. O’Donnell | — | — | — | — | — | | Catherine Hedoux-Delgado | — | 126,153(1) | 37,562(2)(3) | 82 | 683,580(4) | | Jeremy S. Halford | — | — | — | — | — | | Iñigo Perez Ortiz | — | — | — | — | — | | Gina K. Gunning | — | — | — | — | — |

  126. 2024 Nonqualified Deferred Compensation Table

    | (1) Amount reflects the value of the portion of Ms. Hedoux-Delgado’s RSUs for which vesting accelerated in connection with her retirement on December 31, 2024 and that will be paid when they otherwise would have |

  127. 2024 Nonqualified Deferred Compensation Table

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  128. 2024 Nonqualified Deferred Compensation Table

    | been paid under her award agreements. The fair value of such RSUs is the aggregate grant date fair value previously reported as compensation in the Summary Compensation Table for fiscal years 2023 and 2024. |

  129. 2024 Nonqualified Deferred Compensation Table

    | (2) Amount reflects the value of any hypothetical dividends as well as any stock price appreciation/depreciation. |

  130. 2024 Nonqualified Deferred Compensation Table

    | (3) None of the earnings are included in the Summary Compensation Table. |

  131. 2024 Nonqualified Deferred Compensation Table

    | (4) Out of the aggregate balance, $557,427 was not previously reported as compensation to Ms. Hedoux-Delgado in the Company’s Summary Compensation Table for previous years, but the remaining amount of $126,153, which is attributable to her vested RSUs, was previously reported as compensation in the Summary Compensation Table for fiscal years 2023 and 2024. |

  132. 2024 Nonqualified Deferred Compensation Table

    Material Features of our Compensation Deferral Plan The GrafTech Compensation Deferral Plan (the “CDP”) is a non-qualified (unfunded) deferred compensation plan that allows a participant, including our NEOs, to make a pre-tax deferral of base salary and variable compensation, allocate it to various financial growth options, and have it paid to the participant in the future. The participant may defer up to 50% of the participant’s base salary in increments of 1% and up to 85% of the participant’s variable compensation, also in increments of 1%. A minimum combined annual deferral of $1,000 is required. The participant may choose to have the participant’s deferral account accrue earnings as if held in any of the hypothetical investment options offered under the CDP (“Financial Deferral Options”), which selection may vary from time to time. The participant’s deferrals will not actually be invested in these funds but will be valued as if they were. A deferral allocated to the Financial Deferral Options will track the value (both up and down) of the particular option the participant selects. Generally, distributions of the participant’s account will be made at retirement, death, disability, or termination of the participant’s employment (if the participant terminates employment before age 50, no distribution will be made until the participant is 50). Subject to certain limitations, the CDP also permits the participant to defer payment to a specified date in the future.

  133. 2024 Potential Payments Upon Termination or Change in Control

    2024 Potential Payments Upon Termination or Change in Control We have set forth below information regarding payments that would be made to our NEOs upon the occurrence of certain termination and/or change in control events, along with post-employment restrictive covenant obligations. Except for Ms. Gunning, the table below sets forth the potential estimated incremental or qualifying payments to our NEOs, assuming for this purpose that employment had been terminated and/or a change in control of the Company had occurred in each case on December 31, 2024 and that the price for our common stock was $1.73 based on the closing price of a share of our common stock on December 31, 2024 (as reported on the NYSE). Ms. Hedoux-Delgado retired from the Company, effective December 31, 2024, and the incremental or qualifying payments that she received in connection with her retirement with respect to her equity awards are reflected in the table below. Ms. Gunning voluntarily resigned from the Company effective January 24, 2025 and did not receive any incremental or qualifying payments from the Company upon her departure.

  134. 2024 Potential Payments Upon Termination or Change in Control

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  135. 2024 Potential Payments Upon Termination or Change in Control

    | Person/Triggering Event | Cash-Out Value of Equity-Based Awards that Vest as a Result of a Triggering Event ($) | Value of Severance ($) | Total ($) | | Timothy K. Flanagan | | | | | Voluntary Resignation | — | — | — | | Death and Disability | 847,718 (1) | 420,814(2) | 1,268,532 | | Voluntary Retirement | — | — | — | | Termination of Employment | | | | | With Cause | — | — | — | | Without Cause | 432,920 (1) | 2,526,814(2) (3) | 2,959,734 | | After a Change in Control without Cause or for Good Reason | 1,776,998 (4) | 2,808,000 (2) (3) | 4,584,998 | | Change in Control (assumes no Replacement Award) | 1,776,998 (4) | 702,000 (2) | 2,478,998 | | Rory F. O’Donnell | | | | | Voluntary Resignation | — | — | — | | Death and Disability | 320,282 (1) | 67,044(2) | 387,326 | | Voluntary Retirement | — | — | — | | Termination of Employment | | | | | With Cause | — | — | — | | Without Cause | 64,349 (1) | 492,044(2)(5) | 556,393 | | After a Change in Control without Cause or for Good Reason | 533,804 (4) | 743,750 (2)(5) | 1,277,554 | | Change in Control (assumes no Replacement Award) | 533,804 (4) | 318,750 (2) | 852,554 | | Jeremy S. Halford | | | | | Voluntary Resignation | — | — | — | | Death and Disability | 737,202 (1) | 295,813(2) | 1,033,015 | | Voluntary Retirement | — | — | — | | Termination of Employment | | | | | With Cause | — | — | — | | Without Cause | 382,199 (1) | 857,813(2)(6) | 1,240,012 | | After a Change in Control without Cause or for Good Reason | 1,342,682 (4) | 1,030,800 (2)(6) | 2,373,482 | | Change in Control (assumes no Replacement Award) | 1,342,682 (4) | 468,800 (2) | 1,811,482 | | Iñigo Perez Ortiz | | | | | Voluntary Resignation | — | — | — | | Death and Disability | 586,032 (1) | 236,771(2) | 822,803 | | Voluntary Retirement | — | — | — | | Termination of Employment | | | | | With Cause | — | — | — | | Without Cause | 305,345 (1) | 737,079(2)(7) | 1,042,424 | | After a Change in Control without Cause or for Good Reason | 1,098,769 (4) | 875,539 (2)(7) | 1,974,308 | | Change in Control (assumes no Replacement Award) | 1,098,769 (4) | 375,231 (2) | 1,474,000 |

  136. 2024 Potential Payments Upon Termination or Change in Control

    | (1) Payable under the terms of the Form of Restricted Stock Unit Agreement (2023 Version). See “—Equity Awards” below. |

  137. 2024 Potential Payments Upon Termination or Change in Control

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  138. 2024 Potential Payments Upon Termination or Change in Control

    | (2) Payable under the Company’s STIP. See “—Short-Term Incentive Plan Awards” below. |

  139. 2024 Potential Payments Upon Termination or Change in Control

    | (3) Payable under the terms of Mr. Flanagan’s offer letter. See “—Flanagan Severance Arrangement” below. |

  140. 2024 Potential Payments Upon Termination or Change in Control

    | (4) Payable under the terms of the Form of Restricted Stock Unit Agreement (2022 Version), Form of Restricted Stock Unit Agreement (2023 Version), Form of Performance Stock Unit Agreement (2023 Version) and Form of Performance Stock Unit Agreement (2024 Version). See “—Equity Awards” below. |

  141. 2024 Potential Payments Upon Termination or Change in Control

    | (5) Payable under the terms of Mr. O’Donnell’s offer letter. See “—O’Donnell Severance Arrangement” below. |

  142. 2024 Potential Payments Upon Termination or Change in Control

    | (6) Payable under the terms of Mr. Halford’s offer letter. See “—Halford Severance Arrangement” below. |

  143. 2024 Potential Payments Upon Termination or Change in Control

    | (7) Payable under the terms of Mr. Perez’s benefits addendum. See “—Perez Benefits Addendum” below. |

  144. 2024 Potential Payments Upon Termination or Change in Control

    Recent Departures Ms. Hedoux-Delgado retired from the Company, effective December 31, 2024, and the incremental or qualifying payments that she received in connection with her retirement with respect to her equity awards are equal to $126,153. Ms. Gunning voluntarily resigned from the Company, effective January 24, 2025, and did not receive any incremental or qualifying payments from the Company upon her departure. Equity Awards Form of Stock Option Grant Agreement (2022 Version) and Form of Restricted Stock Unit Agreement (2022 Version) Beginning in 2022, each of the Form of Stock Option Grant Agreement and Form of Restricted Stock Unit Agreement used to grant each of our NEO’s awards under our Equity Plan contain double-trigger vesting of long-term equity incentive awards upon a change in control. That is, in the event of a Change in Control (as defined under each award agreement), if a NEO does not receive a Replacement Award (as defined under each award agreement), or if after receiving a Replacement Award, the NEO experiences a termination of employment with the Company (or any of its successors) by reason of a termination without Cause (as defined under each award agreement) or by the NEO for Good Reason (as defined under each award agreement), in each case, within a period of two years after the Change in Control and during the remaining vesting period for the Replacement Award, any then-outstanding RSUs will become nonforfeitable immediately, any then-outstanding unvested options will become fully vested and exercisable, or the Replacement Award shall become nonforfeitable and payable with respect to the time-based restricted stock units covered by such Replacement Award upon such termination and the Replacement Award shall become nonforfeitable and exercisable at any time prior to the tenth anniversary of the grant date of the options upon such termination. As of December 31, 2024, the stock options granted to each of the NEOs in 2022 were underwater (i.e., the exercise price of such options exceeded the price of the Company’s common stock) and therefore are not accounted for with value in the table above. Form of Stock Option Grant Agreement (2023 Version), Form of Restricted Stock Unit Agreement (2023 Version Also Used for 2024 RSU Grants), Form of Performance Stock Unit Agreement (2023 Version) and Form of Performance Stock Unit Agreement (2024 Version) Beginning in 2023, in addition to the change in control treatment described immediately above, each of the Form of Stock Option Grant Agreement, Form of Restricted Stock Unit Agreement and Forms of Performance Stock Unit Agreement contain accelerated vesting provisions in the event of the NEO’s death or disability, termination without cause, or retirement that occurs prior to the end of the applicable vesting period for each award. As of December 31, 2024, the stock options granted to each

  145. 2024 Potential Payments Upon Termination or Change in Control

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  146. 2024 Potential Payments Upon Termination or Change in Control

    of the NEOs in 2022 and 2023 were underwater and therefore are not accounted for in the table above. In addition, as a result of the actual performance of the PSUs through December 31, 2024, none of the PSUs granted in 2023 and 2024 are accounted for in the table above, except for the “After a Change in Control without Cause or for Good Reason” and “Change in Control (assuming no Replacement Award)” triggering events. Death or Disability RSUs – If the NEO’s employment is terminated by the NEO due to the NEO’s death or Disability (as defined under the award agreement), any RSUs that remain unvested as of the date of such termination will immediately vest in full. Options – If the NEO’s employment is terminated by the NEO due to the NEO’s death or Disability, (as defined under the award agreement), any options that remain unvested as of the date of such termination will immediately vest in full on such date of termination and all vested Options will be exercisable until the tenth anniversary of the grant date. PSUs – If the NEO dies or becomes Disabled (as defined under the award agreement) prior to the end of the vesting period during the NEO’s employment, the NEO will vest in the number of PSUs in which the NEO would have vested if the NEO remained in continuous employment from the grant date until the end of the vesting period or the occurrence of a change in control to the extent a replacement award is not provided, whichever occurs first. Termination without Cause RSUs – If the NEO’s employment is terminated by the Company as the result of a termination without Cause (as defined under the award agreement) that occurs prior to the last vesting date, to the extent any RSUs remain unvested as of the date of such termination, the NEO will immediately vest in the RSUs on a pro-rata basis in an amount equal to the difference (rounded to the nearest whole RSU) between (i) the product of (A) the total number of RSUs subject to the agreement, multiplied by (B) a fraction (in no case greater than 1), the numerator of which is the number of calendar days from the grant date through and including the date of such termination, and the denominator of which is the number of days from the grant date through and including the third anniversary of the grant date, minus (ii) the total number of RSUs that have already vested under the agreement prior to the date of such termination. Options – If the NEO’s employment is terminated by the Company as the result of a termination without cause (as defined under the award agreement) that occurs prior to the last vesting date, to the extent any options remain unvested as of the date of such termination, on the date of such termination, the NEO will immediately vest in the Options on a pro-rata basis in an amount equal to the difference (rounded to the nearest whole option) between (i) the product of (A) the total number of options subject to the agreement, multiplied by (B) a fraction (in no case greater than 1), the numerator of which is the number of calendar days from the grant date through and including the date of such termination, and the denominator of which is the number of days from the grant date through and including the third anniversary of the grant date, minus (ii) the total number of options that have already vested under the agreement prior to the date of such termination. Any vested options (whether or not they vested on or prior to the NEO’s termination without cause) will be exercisable until the earlier of (A) the first anniversary of the date of the participant’s termination without cause and (B) the tenth anniversary of the grant date.

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  148. 2024 Potential Payments Upon Termination or Change in Control

    PSUs – If the NEO’s employment is terminated by the Company as the result of a termination without Cause (as defined under the agreement) that occurs prior to the end of the vesting period during the NEO’s employment, the NEO will vest in the PSUs on a pro-rata basis in an amount equal to the product of (A) the number of PSUs in which the NEO would have vested if the NEO had remained in continuous employment from the grant date until the vesting date or the occurrence of a change in control to the extent a replacement award is not provided, whichever occurs first, multiplied by (B) a fraction, the numerator of which is the total number of calendar days from the grant date through the date of such termination and the denominator of which is 1,096. Retirement RSUs – If the NEO’s employment is terminated by the NEO as a result of the NEO’s Retirement (as defined in the award agreement) that occurs after the grant date, to the extent any RSUs remain unvested as of the date of the NEO’s retirement, the vesting of the RSUs shall accelerate on a pro-rata basis on the date of the NEO’s retirement. Options – If the NEO’s employment is terminated by the NEO as a result of the NEO’s Retirement (as defined in the award agreement) that occurs after the grant date, to the extent any options remain unvested as of the date of the NEO’s retirement, the vesting of the options will accelerate on a pro-rata basis on the date of the NEO’s retirement. Any vested options (whether or not they vested on or prior to the NEO’s retirement) will be exercisable until the earlier of (i) the fifth anniversary of the date of the NEO’s retirement and (ii) the tenth anniversary of the grant date. PSUs – If the NEO’s employment is terminated by the NEO as the result of Retirement (as defined in the award agreement) that occurs prior to the end of the vesting period and on or after the grant date, the NEO will vest in the PSUs on a pro-rata basis in an amount equal to the product of (A) the number of PSUs in which the NEO would have vested if the NEO had remained in continuous employment from the grant date until the end of the vesting period or the occurrence of a change in control to the extent a replacement award is not provided, whichever occurs first, multiplied by (B) a fraction, the numerator of which is the total number of calendar days from January 1, 2023 (for RSUs granted in 2023) or January 1, 2024 (for RSUs granted in 2024) through the date of Retirement and the denominator of which is 1,096. Under the 2023 option, RSU and PSU award agreements and the 2024 RSU and PSU award agreements, “Retirement” means the termination of the NEO’s employment after the NEO has reached (i) at least age 60 with at least five years of employment or (ii) at least age 55 with at least ten years of employment and the NEO has provided GrafTech with at least six months’ advance written notice of the participant’s intent to retire from employment, unless such notice requirement has been waived by the CEO or the Human Resources and Compensation Committee (either in its sole discretion). Change in Control RSUs – If at any time before the end of the vesting period or forfeiture of the RSUs, and during the NEO’s employment, a Change in Control (as defined under the agreement) occurs, then the RSUs (except to the extent that a replacement award is provided to the NEO) will immediately vest in full and become nonforfeitable. If, after receiving a replacement award, the NEO experiences a termination of employment with the Company (or any of its successors) by reason of a termination by the Company without cause or by the NEO for good reason, in each case within a period of two years after the Change in Control and during the remaining vesting period for the replacement award, 100% of the replacement award will become vested and nonforfeitable with respect to the RSUs covered by such replacement award upon such termination.

  149. 2024 Potential Payments Upon Termination or Change in Control

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  150. 2024 Potential Payments Upon Termination or Change in Control

    Options – If at any time before the end of the vesting period of the options, and during the NEO’s employment, a Change in Control (as defined under the agreement) occurs, then any then-outstanding unvested options (except to the extent that a replacement award is provided to the NEO) will become fully vested and exercisable. If, after receiving a replacement award, the NEO experiences a termination of employment with the Company (or any of its successors) by reason of a termination by the Company without cause or by the NEO for good reason, in each case within a period of two years after the Change in Control and during the remaining vesting period for the replacement award, 100% of the replacement award will become nonforfeitable and exercisable any time prior to the tenth anniversary of the grant date of the options upon such termination. PSUs – If at any time before the end of the vesting period or forfeiture of the PSUs, and during the NEO’s employment, a Change in Control (as defined under the agreement) occurs, then the PSUs will vest (except to the extent that a replacement award is provided to the NEO) based on actual performance through the most recently practicable date prior to the Change in Control for which achievement of the performance goals for each measurement period can reasonably be determined; provided, however, that if the number of vested PSUs is less than the target number of PSUs evidenced by the award agreement, then the NEO will vest in the target amount of PSUs. If, after receiving a replacement award, the NEO experiences a termination of employment with the Company (or any of its successors) by reason of a termination by the Company without cause or by the NEO for good reason, in each case within a period of two years after the Change in Control and during the remaining vesting period for the replacement award, 100% of the replacement award will become vested with respect to the PSUs covered by such replacement award upon such termination. Short-Term Incentive Plan Awards Under the terms of the STIP, if prior to the date the annual incentive amount is payable, an NEO’s employment with the Company is terminated voluntarily (other than due to Retirement (as defined in the STIP)) or is terminated involuntarily due to Detrimental Conduct (as defined in the STIP), then such NEO will not be entitled to any annual incentive amount for the plan year. However, in the event of the NEO’s death or Disability (as defined in the STIP), whether long-term or short-term, or involuntary termination by the Company not as a result of Detrimental Conduct, an NEO who is on the payroll as an active employee as of the last day of a plan year will be eligible to receive an award for such plan year. An NEO who experiences a Retirement during the plan year (or after but before the date the award is payable) will continue to be eligible to receive an award for such plan year. A “Retirement” under the STIP means an NEO’s voluntary termination of employment or service to the Company and its subsidiaries (i) upon or after attaining age 62, and (ii) only if the Human Resources and Compensation Committee in its sole and exclusive discretion (and first considering the recommendation of the Company’s Chief Executive Officer) consents to such voluntary termination of employment constituting a “Retirement” for purposes of prorated award treatment under the STIP; provided, however, that any prorated award received by an NEO under the STIP due to Retirement will be subject to recoupment by the Company in its discretion if the NEO obtains reasonably material subsequent employment with any other for-profit company or similar entity. None of our NEOs were eligible for “Retirement” under our STIP as of December 31, 2024. Except to the extent that a replacement award is provided to the participant to continue, replace or assume the incentive award, in the event of a Change of Control (as defined in the STIP) during the plan year, then, immediately prior to the Change in Control, the participant’s award shall be deemed to

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  152. 2024 Potential Payments Upon Termination or Change in Control

    have been earned and shall be authorized at the target award level for the plan year, or in the event of a Change in Control after the plan year but before payment of the award, then, immediately prior to the Change in Control, the participant’s award shall be deemed to have been earned and shall be authorized at the greater of (a) the target award level for the plan year or (b) the actual performance for the plan year. Flanagan Severance Arrangement Mr. Flanagan is party to an offer letter with the Company, dated October 29, 2021, which was amended, effective March 26, 2024, in connection with Mr. Flanagan’s appointment as Chief Executive Officer and President. Pursuant to such amendment, Mr. Flanagan’s base salary was increased from $450,000 to $702,000, and his STIP and LTIP award opportunities are now based on his new base salary. Under the terms of his amended offer letter, in the event that Mr. Flanagan’s employment is terminated by the Company without “Cause” (as defined in his offer letter) or by Mr. Flanagan for “Good Reason” (as defined in his offer letter), the Company will pay Mr. Flanagan 1.5x the sum of his base salary and target STIP award, each in effect for the year of termination, subject to his execution of a release agreement in favor of the Company. The original terms of the offer letter further provide that Mr. Flanagan is subject to non-compete and non-solicitation covenants during his employment and for a period of two years following termination of his employment, as well as a perpetual non-disparagement covenant. O’Donnell Severance Arrangement Under the terms of his offer letter with the Company, dated July 22, 2024 Mr. O’Donnell is eligible for STIP and LTIP awards with target award opportunities equal to 75% of his base salary and 150% of his base salary, respectively. In the event that Mr. O’Donnell is terminated by the Company without cause, the Company will pay Mr. O’Donnell one year of his base salary, subject to his execution of a release agreement in favor of the Company. Halford Severance Arrangement Under the terms of his offer letter, in the event that Mr. Halford is terminated by the Company for a reason other than for cause, the Company will pay Mr. Halford his base salary for one year, subject to his execution of a release agreement in favor of the Company. The terms of the offer letter further provide that Mr. Halford is subject to non-compete and non-solicitation covenants during his employment and for a period of two years following termination of his employment, as well as a perpetual non-disparagement covenant. Perez Benefits Addendum Under the terms of his benefits addendum, in the event that Mr. Perez is terminated by the Company without cause (and other than as a result of death or disability), then, Mr. Perez will be eligible to receive 12 months of his base salary at the rate in effect immediately prior to such termination of employment, payable in substantially equal installments in accordance with the Company’s payroll practices in effect from time to time, commencing on the 60th day following the date of such termination and ending on the last payroll date of such 12-month period (the first such installment payment will include all amounts that would have been paid to him in accordance with the Company’s payroll practices if such payments had begun on the date of such termination). This benefit will be paid only if, within the period between the 32nd and 60th day after the end of Mr. Perez’s employment, Mr. Perez signs and returns to the Company a general release of claims against the Company and all related persons and entities in the form reasonably requested by the Company.

  153. 2024 Potential Payments Upon Termination or Change in Control

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  154. 2024 Potential Payments Upon Termination or Change in Control

    Gunning Severance Arrangement Under the terms of her offer letter, in the event that Ms. Gunning had been terminated by the Company for a reason other than for cause, the Company would have paid Ms. Gunning her base salary for one year, subject to her execution of a release agreement in favor of the Company. On January 24, 2025, Ms. Gunning voluntarily resigned from her position as Chief Legal Officer and Corporate Secretary and was not eligible for severance benefits in connection with her resignation.

  155. CEO Pay Ratio

    CEO Pay Ratio SEC rules require us to disclose the median of the annual total compensation of all our employees (except our Chief Executive Officer) (the “PEO” for pay ratio purposes), the annual total compensation of the Chief Executive Officer and the ratio of these two amounts for our last completed fiscal year. Consistent with applicable SEC rules, we may identify our median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the prior year’s CEO pay ratio disclosure. As the Company last identified the median employee in 2021, a new median employee has been identified for purposes of the 2024 CEO pay ratio disclosure. The Company selected a determination date of December 31, 2024 on which to identify its median employee. To identify the employee with annual total compensation at the median of all of our employees for fiscal year 2024 (the “Median Employee”), we measured the gross taxable income in each applicable jurisdiction for the 12-month period ended December 31, 2024 for 1,072 employees, representing all full-time, part-time, seasonal and temporary employees (other than our PEO) as of December 31, 2024. This number does not include any independent contractors, or leased workers, as permitted by the applicable SEC rules. This number includes non-U.S. employees. A portion of our employee workforce (full-time and part-time) identified above worked for less than the full fiscal year due to commencing employment after January 1, 2024. In determining the Median Employee, we annualized the gross taxable income for such individuals based on reasonable assumptions and estimates relating to our employee compensation program, including incentive compensation programs. For purposes of this pay ratio disclosure only, the PEO’s compensation was $3,024,506 as set forth in the Summary Compensation Table above plus the Company’s contribution to his Health Savings Account and the total annual compensation of our Median Employee was $67,543, which was calculated by totaling, for our Median Employee, all applicable elements of compensation for the 2024 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K and also includes the amount of the Company’s contribution to his personal/individual pension plan. The median employee’s annual total compensation was paid in euros (“EUR”) and has been converted to U.S. dollars using a foreign currency exchange rate of 1.0355 EUR/USD as reported in The Wall Street Journal on close of business as of December 31, 2024. For 2024, the ratio of the annual total compensation of Mr. Flanagan, our Chief Executive Officer and President, to the annual total compensation of our Median Employee was approximately 45 to 1. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  156. CEO Pay Ratio

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  157. Pay Versus Performance

    Pay Versus Performance

  158. 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 | | | | 2024 | 3,023,506 | 2,393,131 | N/A | N/A | N/A | N/A | 1,494,232 | 1,393,696 | $15 | $196 | (131,165) | 1,632 | | 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 |

  159. Pay Versus Performance

    | (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 and was our only PEO during 2024. |

  160. Pay Versus Performance

    | (2) “Compensation actually paid” to our CEO in 2024 reflects the respective amount set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amount reflected in the table above does not reflect the actual amount of compensation earned by or paid to our CEO during 2024. 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. Please note that while similar adjustment information was provided in our 2024 proxy statement for Covered Years (as defined below) 2020, 2021, 2022 and 2023, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our stockholders’ understanding of the information reported in the Pay Versus Performance table above for 2024 or the relationships disclosures provided below. |

  161. Pay Versus Performance

    | | 2024 | | | Flanagan | | SCT Total Compensation | $3,023,506 | | Less: Stock Award Value Reported in SCT for the Covered Year | $(1,384,742) | | Less: Option Award Value Reported in SCT for the Covered Year | — | | Plus: Covered Year-End Fair Value for Stock Awards Granted in the Covered Year | $829,079 | | Change in Fair Value (from Prior Year-End to Covered Year-End) of Covered Year-End Outstanding Unvested Stock Awards Granted Prior to Covered Year | $(43,817) | | Change in Fair Value (from Prior Year-End to Vesting Date) of Stock Awards Granted Prior to Covered Year that Vested in the Covered Year | $(30,895) | | Fair Value as of the Vesting Date for Stock Awards Granted and Vested in the Covered Year | — | | Less: Prior Year-End Fair Value of Stock and Option Awards Forfeited in the Covered Year | — | | Compensation Actually Paid | $2,393,131 |

  162. Pay Versus Performance

    | (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. |

  163. Pay Versus Performance

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  164. Pay Versus Performance

    | (4) Mr. David J. Rintoul was our only 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. |

  165. Pay Versus Performance

    | (5) The identity of the non-PEO NEOs for each of 2024, 2023, 2022, 2021 and 2020 (each, a “Covered Year”) are as follows: |

  166. Pay Versus Performance

    | 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 | | 2024 | Rory F. O’Donnell, Catherine Hedoux-Delgado, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning |

  167. Pay Versus Performance

    | (6) Average “compensation actually paid” for our non-PEO NEOs in 2024 reflects the respective amount set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amount reflected in the table above does not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during 2024. 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. Please note that while similar adjustment information was provided in our 2024 proxy statement for Covered Years 2020, 2021, 2022 and 2023, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our stockholders’ understanding of the information reported in the Pay Versus Performance table above for 2024 or the relationships disclosures provided below. |

  168. Pay Versus Performance

    | | 2024 | | | Non-PEO NEOs | | SCT Total Compensation | $1,494,232 | | Less: Stock Award Value Reported in SCT for the Covered Year | $(580,251) | | Less: Option Award Value Reported in SCT for the Covered Year | - | | Plus: Covered Year-End Fair Value for Stock Awards Granted in the Covered Year | $531,420 | | Change in Fair Value (from Prior Year-End to Covered Year-End) of Covered Year-End Outstanding Unvested Stock Awards Granted Prior to Covered Year | $(29,358) | | Change in Fair Value (from Prior Year-End to Vesting Date) of Stock Awards Granted Prior to Covered Year that Vested in the Covered Year | $(22,347) | | Fair Value as of the Vesting Date for Stock Awards Granted and Vested in the Covered Year | - | | Less: Prior Year-End Fair Value of Stock Awards Forfeited in the Covered Year | - | | Compensation Actually Paid | $1,393,696 |

  169. Pay Versus Performance

    | (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. |

  170. Pay Versus Performance

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  171. Relationship Between Compensation Actually Paid and Certain Performance

    Relationship Between Compensation Actually Paid and Certain Performance Below are graphs showing the relationship of “compensation actually paid” to our CEO and President and two former CEOs and Presidents, as applicable, and other named executive officers (on average) in 2020, 2021, 2022, 2023 and 2024 to (1) TSR of GrafTech, (2) GrafTech’s GAAP net income and (3) GrafTech’s Adjusted EBITDA, plus the relationship of GrafTech’s TSR to the TSR of the NYSE Arca Steel Index (TR). “Compensation actually paid,” as required under SEC rules, reflects adjusted values for unvested and vested equity awards during the years shown in the table based on year-end stock prices and various accounting valuation assumptions, but may not necessarily reflect actual amounts paid out for those awards. For a discussion of how our Human Resources and Compensation Committee assessed GrafTech’s performance and our NEOs’ pay each year, see the “Compensation Discussion and Analysis” section above in this Proxy Statement and in the proxy statements for 2020, 2021, 2022 and 2023.

  172. Relationship Between Compensation Actually Paid and Certain Performance

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  174. Relationship Between Compensation Actually Paid and Certain Performance

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  175. Relationship Between Compensation Actually Paid and Certain Performance

    | Questions & Answers |

  176. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | Why did I receive these proxy materials? |

  177. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | You received these materials because you were a stockholder as of the close of business on March 10, 2025, the Record Date fixed by the Board, and are therefore entitled to receive notice of the Annual Meeting and to vote on matters presented at the Annual Meeting, which will be held on May 8, 2025. |

  178. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | When and where is the Annual Meeting being held? |

  179. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | The Annual Meeting will be held on May 8, 2025 at 8:00 a.m. Eastern Time. Our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by audio webcast. |

  180. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | How do I register to attend the virtual Annual Meeting? |

  181. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical in-person meeting will be held. |

  182. Relationship Between Compensation Actually Paid and Certain Performance

    The online meeting will begin promptly at 8:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. You will be able to attend the Annual Meeting online, vote and submit your questions during the meeting by visiting www.meetnow.global/MA5FWZ5. Please follow the registration instructions as outlined below. If your shares are registered in your name (i.e., you hold your shares registered in your name through the Company’s transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the proxy card that you received with this Proxy Statement to attend the Annual Meeting. If your shares are held in the name of your broker or bank, you must register in advance to attend the Annual Meeting virtually on the Internet. To register in advance to attend the virtual Annual Meeting, you must submit a legal proxy that reflects proof of your proxy power. The legal proxy will show your GrafTech International Ltd. holdings with your name. Please forward a copy of the legal proxy along with your email address to Computershare. Requests for registration should be directed to Computershare by forwarding the email from your broker, or attaching an image of your legal proxy, to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on May 6, 2025. You will receive a confirmation of your registration by email after Computershare receives your registration materials.

  183. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | Who is entitled to vote at the Annual Meeting? |

  184. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | Holders of GrafTech’s common stock at the close of business on March 10, 2025, the Record Date fixed by the Board, may vote at the Annual Meeting. |

  185. Relationship Between Compensation Actually Paid and Certain Performance

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  186. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | How many votes may I cast? |

  187. Relationship Between Compensation Actually Paid and Certain Performance

    | A: | Each share of common stock is entitled to one vote with respect to each of the matters submitted for vote. On March 10, 2025, there were 257,420,400 shares of common stock outstanding and entitled to vote. |

  188. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | What constitutes a quorum for the Annual Meeting? |

  189. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | The presence, in person or by proxy, at the commencement of the Annual Meeting, of the holders of a majority of the shares of common stock issued and outstanding as of close of business on March 10, 2025 constitutes a quorum for the transaction of business at the meeting. We will count abstentions and shares held by brokers or nominees who have not received instructions from the beneficial owner (“broker non-votes”) as present for purposes of determining the presence or absence of a quorum at the Annual Meeting. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of the vote required under our By-Laws. |

  190. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | What items will be voted on at the Annual Meeting, and what is the required vote to approve each item? |

  191. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | All stockholders are entitled to vote on the following proposals: |

  192. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | Proposal 1—To elect two directors for a three-year term or until their successors are elected and qualified; |

  193. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | Proposal 2—To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025; |

  194. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | Proposal 3—To approve, on an advisory basis, our named executive officer compensation; |

  195. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | Proposal 4—To vote, on an advisory basis, on the frequency with which we will hold advisory votes on our named executive officer compensation; and |

  196. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |

  197. Relationship Between Compensation Actually Paid and Certain Performance

    To be elected, a director must receive an affirmative majority of votes cast—i.e., the number of “for” votes must exceed the number of “against” votes (abstentions and broker non-votes are not considered as votes cast “for” or “against” a director and have no effect on the election results). Each of Proposals 2, 3 and 4 requires an affirmative majority of the voting power of the shares present in person or by proxy at the meeting and entitled to vote thereon—i.e., the number of “for” votes must exceed the combined total of “against” votes and abstentions (broker non-votes will have no effect on the outcome of Proposal 3 or 4 and broker non-votes are not expected for Proposal 2 since NYSE rules permit brokers to vote uninstructed shares at their discretion on Proposal 2). Although the advisory votes on named executive officer compensation and the frequency of such vote are non-binding, our Human Resources and Compensation Committee expects to consider and take into account the voting results when making future determinations. With respect to

  198. Relationship Between Compensation Actually Paid and Certain Performance

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  199. Relationship Between Compensation Actually Paid and Certain Performance

    Proposal 4, the Board expects to be guided by the voting option that receives the greatest number of votes, even if that option does not receive a majority of the vote.

  200. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | Are there other items to be voted on at the Annual Meeting? |

  201. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | We do not know of any other matters that may come before the Annual Meeting. If any other matters are properly presented at the Annual Meeting, your proxy authorizes the individuals named as proxies to vote, or otherwise act, in accordance with their best judgment. |

  202. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | How will proxies be voted at the Annual Meeting? |

  203. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | If you hold shares through a broker or nominee and do not provide the broker or nominee with specific voting instructions, under the rules that govern brokers or nominees in such circumstances, your broker or nominee will have the discretion to vote such shares on routine matters, but not on non-routine matters. As a result: |

  204. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | Your broker or nominee will not have the authority to vote such shares with respect to Proposals 1, 3 and 4 because the NYSE rules treat these matters as non-routine. |

  205. Relationship Between Compensation Actually Paid and Certain Performance

    Accordingly, such broker non-votes will have no effect on the outcome of the vote on these proposals.

  206. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | Your broker or nominee will have the authority to vote such shares with respect to Proposal 2 because that matter is treated as routine under the NYSE rules. |

  207. Relationship Between Compensation Actually Paid and Certain Performance

    Broker non-votes will be counted as present for purposes of determining the presence of a quorum. If you are a registered stockholder and no instructions are indicated on a properly executed proxy card submitted by you, the shares represented by the proxy will be voted FOR each nominee in Proposal 1, FOR Proposal 2 and Proposal 3 and EVERY ONE YEAR on Proposal 4, and in accordance with the proxy holder’s judgment for any other matter that may be properly brought before the Annual Meeting, or any adjournments or postponements thereof.

  208. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | How do I cast a vote? |

  209. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | You may vote by any one of the following means: |

  210. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | By Internet. If you received a paper copy of a proxy card or voting instruction form by mail, you may submit your proxy over the Internet by following the instructions on the proxy card or voting instruction form. |

  211. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | By Telephone. You may submit your vote by telephone by following the instructions on the proxy card or voting instruction form if you received such materials by mail. |

  212. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | By Mail. You may submit your proxy by completing, signing and dating your proxy card or voting instruction form and mailing it in the accompanying self-addressed envelope. No postage is necessary if mailed in the United States. |

  213. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | Online, during the virtual Annual Meeting. If you hold shares in your name as the stockholder of record, you may vote online during the virtual Annual Meeting by following the instructions on the proxy card that you received. If you are a beneficial owner but not the |

  214. Relationship Between Compensation Actually Paid and Certain Performance

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  215. Relationship Between Compensation Actually Paid and Certain Performance

    | stockholder of record, you may vote online at the Annual Meeting only with a legal proxy obtained from your broker, trustee or nominee, as applicable. Beneficial owners should refer to “How do I register to attend the virtual Annual Meeting?” above for information on how to register to attend the virtual Annual Meeting in order to vote your shares at the Annual Meeting. |

  216. Relationship Between Compensation Actually Paid and Certain Performance

    Properly completed and submitted proxy cards and voting instruction forms, as well as proxies properly completed and submitted over the Internet, will be voted at the Annual Meeting in accordance with the instructions provided as long as they are received in time for voting and not revoked.

  217. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | Can I change my mind after I vote? |

  218. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | Yes, you can change your vote by voting online during the virtual Annual Meeting or revoking your proxy prior to the virtual Annual Meeting. To revoke your proxy, you must: |

  219. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | file an instrument of revocation with our Corporate Secretary, at our principal executive offices: 982 Keynote Circle, Brooklyn Heights, OH 44131; |

  220. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | mail a new proxy card dated after the date of the proxy you wish to revoke to our Corporate Secretary at our principal executive offices; |

  221. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | submit a later-dated proxy over the Internet in accordance with the instructions on the Internet voting website; or |

  222. Relationship Between Compensation Actually Paid and Certain Performance

    | ● | if you are a stockholder of record or you obtain a legal proxy from your broker, trustee or nominee, as applicable, you may attend the virtual Annual Meeting and vote online during the virtual Annual Meeting. |

  223. Relationship Between Compensation Actually Paid and Certain Performance

    If your proxy is not revoked, we will vote it at the Annual Meeting in accordance with your instructions indicated on the proxy card or voting instruction form or, if submitted over the Internet, as indicated on the submission.

  224. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | Where can I find the voting results after the Annual Meeting? |

  225. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | We will announce the preliminary voting results at the Annual Meeting and will report the final voting results in a Current Report on Form 8-K, which we will file with the SEC within four business days after the Annual Meeting. |

  226. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | Who bears the cost of this proxy solicitation? |

  227. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | GrafTech bears all proxy solicitation costs. In addition to solicitations by mail, our Board, officers and regular employees, without additional remuneration, may solicit proxies by telephone, fax, electronic transmission and personal interviews. We will request brokers, banks, custodians and other fiduciaries to forward proxy-soliciting materials to the beneficial owners of common stock and will reimburse them for their reasonable out-of-pocket expenses incurred in connection with distributing proxy materials. |

  228. Relationship Between Compensation Actually Paid and Certain Performance

    | Q. | What do I need to do now? |

  229. Relationship Between Compensation Actually Paid and Certain Performance

    | A. | You should carefully read and consider the information contained in this Proxy Statement. It contains important information about GrafTech that you should consider before voting. |

  230. Relationship Between Compensation Actually Paid and Certain Performance

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  231. Relationship Between Compensation Actually Paid and Certain Performance

    | Additional Information |