Andrew J. Renacci
GRAFTECH INTERNATIONALAbout Andrew J. Renacci
Andrew J. Renacci is Chief Legal Officer and Corporate Secretary of GrafTech International (EAF), appointed to the permanent role in May 2025 after serving as Interim Chief Legal Officer and Corporate Secretary from January–April 2025 . He joined GrafTech in April 2021 as Senior Corporate Counsel and previously spent ~9 years in the corporate and securities group at Squire Patton Boggs (US) LLP . He holds a bachelor’s degree from the University of Michigan and a J.D. from Cleveland State University College of Law . Company performance context: in 2024, net sales were $538.8M (down from $620.5M in 2023) and Adjusted EBITDA was $2M (down from $20M), reflecting weaker realized pricing and mix, partly offset by higher volumes and cost reductions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GrafTech International | Senior Corporate Counsel | Apr 2021–Jan 2025 | Led corporate governance, executive compensation, capital markets, ESG, securities/stock exchange compliance, periodic reporting, and strategic transactions . |
| Squire Patton Boggs (US) LLP | Corporate & Securities Attorney | ~2012–2021 (approx. 9 years) | Advised chemicals, manufacturing, and entertainment/recreation clients on corporate and securities matters . |
External Roles
- None disclosed in company filings or investor website profiles for public-company directorships, committee roles, or other board service .
Fixed Compensation
- GrafTech’s 2024 executive compensation program (covering named executive officers) comprised base salary and an annual performance-based cash incentive (STIP); specific 2024 compensation for Mr. Renacci was not disclosed as he was not a 2024 named executive officer .
- For context, base salary changes in 2024 included CEO Timothy K. Flanagan’s increase to $702,000 upon appointment as CEO effective March 26, 2024 .
Performance Compensation
- Program structure applicable to executives (and used for 2024 NEOs):
- Short-Term Incentive Plan (STIP): Metrics and weightings were Adjusted EBITDA (47.5%), Adjusted Free Cash Flow (47.5%), and Safety (TRIR) (5%) .
- Long-Term Incentives (LTIP): Mix of time-based RSUs (typically 60%) and performance-based PSUs (typically 40%; CEO 50/50), with PSUs tied to relative TSR vs a defined peer group across 12/24/36-month measurement periods and capped at 100% for negative absolute TSR; all earned PSUs vest at 3 years .
| STIP Metrics and 2024 Outcomes | Minimum | Target | Maximum | Actual Result | Multiplier Achieved |
|---|---|---|---|---|---|
| Adjusted EBITDA (weight 47.5%) | 0% | $26M | $60M | $(2)M | 0% |
| Adjusted Free Cash Flow (weight 47.5%) | 0% | $(75)M | — | $(56)M | 125% |
| Safety TRIR (weight 5%) | 0% | 0.50 | 0.30 | 0.59 | 78% |
| Weighted-Average Achievement | 63.1% |
| LTIP Design (2024 grants) | RSUs | PSUs |
|---|---|---|
| Vesting / Payout | Time-based, ratable over 3 years | Relative TSR vs peer group measured over 12/24/36 months (1/3 each); earned amounts vest at 3 years; capped at 100% if absolute TSR negative for the period; overall PSU payouts capped at 3.5x the 20-day VWAP used for grant sizing . |
Note: No 2025 award disclosures specific to Mr. Renacci were found in filed documents; the 2025 proxy identifies him as Interim Chief Legal Officer & Corporate Secretary and the July 2025 special meeting proxy shows him signing as Chief Legal Officer & Corporate Secretary .
Equity Ownership & Alignment
- Beneficial Ownership: Mr. Renacci is not listed individually in the beneficial ownership tables as of March 10, 2025 or June 30, 2025; individual executive holdings disclosed include other officers and directors, but not Mr. Renacci (group totals provided) .
- Stock Ownership Guidelines (executives): Effective Jan 1, 2024, CEO must hold 5x base salary; other NEOs 3x base salary; unvested RSUs count; shares from RSU vesting must be held until threshold is met (tax withholdings allowed) .
- Trading and Hedging Policy: Executives and employees are prohibited from hedging/monetizing transactions (e.g., equity swaps, collars), speculative options, and short sales in company securities .
- Pledging: No explicit disclosure of a pledging prohibition; policy disclosures focus on hedging/speculative transactions .
Employment Terms
- Appointment and Tenure:
- Interim Chief Legal Officer & Corporate Secretary effective January 24, 2025 (following Gina Gunning’s resignation) .
- Appointed permanent Chief Legal Officer & Corporate Secretary May 2025; signs special meeting proxy in that capacity in July 2025 .
- Companywide Policies:
- Clawback: Recovery of excess incentive-based compensation upon accounting restatements for current/former executive officers; extends beyond legal minimums as described; with specified impracticability carve-outs .
- Change-in-Control: Long-term equity awards issued in 2022–2024 include double-trigger vesting upon a change in control .
- Anti-hedging/derivatives/short sales prohibitions as above .
- Executive Severance Examples (context from filings; Renacci-specific terms not disclosed):
- CEO: Severance increased to 1.5x annual base salary plus target STIP upon termination without cause or resignation for good reason (March 2024 HR&CC action) .
- CFO (2024 hire): Offer provided 12 months of salary continuation if terminated without cause .
Performance & Company Context
| Company Performance | 2023 | 2024 |
|---|---|---|
| Net Sales ($) | $620.5M | $538.8M |
| Adjusted EBITDA ($) | $20M | $2M |
- 2024 program outcomes: STIP paid at 63.1% of target to eligible executives based on outcomes above .
- Say-on-Pay support: 87.6% approval at the 2024 annual meeting .
- 2025 Capital Structure: Board sought approval for a 1-for-7 to 1-for-15 reverse stock split to regain NYSE $1.00 minimum price compliance (company received notice on April 15, 2025) .
Compensation Committee Analysis
- Committee composition in 2024–2025 included independent directors; HR&CC members included Anthony R. Taccone (Chair), Diego Donoso, Jean‑Marc Germain, Eric V. Roegner, and Sachin Shivaram; the committee oversees executive pay, grants awards under the equity plan, and uses an independent consultant (Meridian) .
Investment Implications
- Pay-for-performance alignment: Companywide executive incentives emphasize Adjusted EBITDA, free cash flow, safety (TRIR), and multi-year relative TSR PSUs; the program includes clawbacks and double-trigger CIC equity vesting—favorable for alignment and risk controls .
- Retention and succession: Renacci’s internal promotion from Senior Corporate Counsel to Interim and then permanent CLO in early/mid-2025 provides continuity after the prior CLO’s January 2025 resignation; however, his specific cash/equity award terms are not disclosed, limiting assessment of retention risk and selling pressure .
- Ownership alignment visibility: Renacci is not individually listed in beneficial ownership tables; combined with anti-hedging rules and executive ownership guidelines, alignment appears structurally supported, but actual “skin in the game” for Renacci is not disclosed—monitor future proxies and Form 4s for equity accumulation and any sales .
- Governance/market signal: The 2025 reverse-split proposal to cure NYSE price deficiency underscores capital markets pressure; legal leadership stability is a positive, but investors should watch compensation disclosures in the next proxy and insider filings for additional alignment/retention signals .
Notes:
- Andrew J. Renacci biographical and appointment information: GrafTech investor site profile and 2025 proxy .
- Special meeting proxy signature reflects role as CLO & Corporate Secretary in July 2025 .
- Company compensation design, outcomes, policies, and governance from GrafTech’s 2025 proxy .
- 2025 reverse-split and listing compliance context from July 2025 special meeting proxy .