Anthony R. Taccone
GRAFTECH INTERNATIONALAbout Anthony R. Taccone
Anthony R. Taccone (age 64) has served on GrafTech’s Board since 2018 and is an independent director under NYSE standards. He is a founding partner and co‑owner of First River LLC with 35+ years advising global steel companies on restructurings, M&A, capital investments, raw material strategies, and downstream investments. He holds a BA in Economics from Washington & Jefferson College and an MA in Economics from Duke University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mellon Bank | Country Risk Economist; Industry Economist | 1985–1987; 1987–1988 | Macro/sector analysis foundation |
| Beddows & Company | Strategy Consultant; North America Practice Leader; Board Member | 1988–1998; 1994–1998 | Led regional practice; board‑level governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First River LLC | Founding Partner & Co‑Owner | March 1998–present | Boutique steel strategy consultancy; works with senior management, boards, investors, and agencies on complex steel industry issues |
Board Governance
- Committee assignments: Chair, Human Resources & Compensation Committee (HRCC); Member, Nominating & Corporate Governance (NCG). Not an Audit Committee member .
- Independence: Determined independent by the Board under NYSE listing standards .
- Attendance: Board held 16 meetings in 2024; committees met Audit 5, HRCC 7, NCG 7. Directors’ average attendance was 95%; each current director attended at least 75% of Board and committee meetings .
- Executive sessions: Audit Committee holds separate executive sessions at each regular meeting to assess risks and oversight methodologies; Board governance highlights include executive sessions of independent directors .
- Compensation committee interlocks: None .
Fixed Compensation
| Item (2024) | Amount/Detail |
|---|---|
| Fees Earned or Paid in Cash | $30,000 |
| Stock Awards (DSUs/DRSUs value) | $190,000 |
| Total | $220,000 |
| Cash deferral into DSUs | 69,551 DSUs (from deferring 75% of cash fees) |
| RSU grant/deferral into DRSUs | 56,497 DRSUs (grant on May 9, 2024) |
| Program schedule (non‑employee directors) | $100,000 cash retainer; $100,000 RSU grant; HRCC Chair +$15,000; NCG member +$5,000; RSUs generally vest in full at 6 months post grant |
Notes: Directors may elect to defer cash fees into DSUs and RSUs into deferred RSUs (DRSUs). DSUs/DRSUs settle after service end either lump‑sum or in five annual installments per election .
Performance Compensation
| Element | Structure | Metrics | Vesting/Settlement |
|---|---|---|---|
| Director equity | RSUs (time‑based) and DRSUs (deferred RSUs) | None for director pay (no performance metrics) | RSUs vest generally at 6 months; DSUs/DRSUs are fully vested and settle after service ends per election |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in proxy; Compensation Committee interlocks: None . |
Expertise & Qualifications
- 35+ years strategy consulting to global steel industry; deep domain in restructurings, capacity rationalization, M&A, capital allocation, raw material strategies, downstream investments .
- Economics training; prior banking economist roles add macro risk and industry analysis capability .
- Board governance experience via practice leadership and consulting to boards .
Equity Ownership
| Metric | As of Mar 10, 2025 | As of Jun 30, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 232,267 | 281,325 |
| DSUs (fully vested) | 143,049 | 192,107 |
| DRSUs (fully vested) | 80,468 | 80,468 |
| Common Stock (outright) | 8,750 | 8,750 |
| Shares Outstanding (reference) | 257,420,400 | 258,151,443 |
| Ownership % of shares outstanding | ~0.090% (232,267 / 257,420,400) | ~0.109% (281,325 / 258,151,443) |
Notes: DSUs/DRSUs count toward director stock ownership guideline threshold. As of March 10, 2025, all independent directors are expected to comply within the prescribed timeframe .
Related-Party Transactions and Conflicts
- The Board reviewed GrafTech’s 2024 purchases of access to steel industry research data from a company where Mr. Taccone is a partner; aggregate purchases were well below $120,000. The Board concluded these did not impair his independence or judgment as a director .
- Anti‑hedging/derivatives policy: Directors are prohibited from hedging, short sales, and derivative transactions in GrafTech securities .
Director Compensation Structure Analysis (Signals)
- Mix skewed to equity: Stock awards ($190k) exceeded cash paid ($30k), with significant deferral into DSUs/DRSUs, indicating alignment and long‑term exposure .
- Program uses uniform retainer plus chair/member fees; no meeting fees; RSU vesting at 6 months; deferral options to enhance ownership alignment .
- Governance safeguards: No option repricing without shareholder approval; clawback and award recoupment provisions in Equity Plan; prohibition on hedging/derivatives .
Say‑on‑Pay & Shareholder Feedback (Context for HRCC Chair)
- 2024 say‑on‑pay received 87.6% approval; Committee made no structural changes in response, indicating investor support for pay program .
- HRCC uses independent consultant Meridian; relies on TSR‑based PSU peer comparisons for executives; double‑trigger vesting on change of control; clawback compliant with SEC/NYSE .
Governance Assessment
-
Positives
- Independent director; chairs HRCC and serves on NCG—central to pay design, succession, and governance policy oversight .
- Strong skin‑in‑the‑game via DSUs/DRSUs; deferred equity and anti‑hedging policy enhance alignment .
- HRCC practices reflect investor‑friendly features (independent consultant, clawbacks, double‑trigger, no option repricing) .
-
Watch items / RED FLAGS
- Related‑party exposure: small research purchases from his firm (First River LLC). Amounts were well below $120,000 and Board deemed independence unaffected, but continued monitoring warranted given industry ties .
- Company‑level risk context: Board called a special meeting to approve a reverse split to address NYSE minimum price compliance—heightened governance scrutiny on capital structure and investor confidence, albeit not director‑specific .
-
Net view: Taccone’s deep steel industry expertise and HRCC leadership are assets for oversight of pay and strategy. Equity‑heavy, deferred compensation signals alignment; the minor related‑party transaction appears controlled. Continued transparency on any First River engagements and rigorous application of the anti‑hedging/clawback framework support investor confidence .