Debra Fine
GRAFTECH INTERNATIONALAbout Debra Fine
Debra Fine, age 65, is an independent Class III director of GrafTech International (EAF) since 2021 and serves as Chair and Founder of Fine Capital Partners; she previously served as CEO of Fine Capital Partners from 2004 to January 2020, is NACD certified, began her career at Salomon Brothers, and holds a BA (cum laude) from Yale and an MBA from Harvard Business School . Her current term expires at the 2027 annual meeting, and she is a member of the Audit Committee (designated a financial expert) and Chair of the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fine Capital Partners | Chair; CEO (prior) | CEO 2004–Jan 2020; Founder since 2004 | Built investment firm serving endowments/foundations; expertise in cyclical industries and capital allocation |
| Loews Corporation | Director of Global Equities | 1999–2004 | Built equity team; managed internal hedge fund and REIT portfolio |
| Salomon Brothers | Investment Banker | Not disclosed | Early-career banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Save the Children US | Vice-Chair of the Board | Not disclosed | Audit & Risk, Finance, Investments, Executive Search, Crisis Management committees |
| Center for Global Development | Vice Chair of the Board | Not disclosed | Executive, Finance, Nominations & Governance committees |
Board Governance
- Committee assignments: Audit Committee member (financial expert); Nominating & Corporate Governance Committee Chair; Board determined she is independent under NYSE standards .
- Board and committee activity: 2024 Board held 16 meetings; Audit 5, Human Resources & Compensation 7, Nominating & Corporate Governance 7; all committees comprised entirely of independent directors .
- Attendance: Directors’ average attendance was 95% in 2024; each then-current director (excludes Roegner/Shivaram who were not directors in 2024) and former director Kessler attended at least 75% of aggregate Board/committee meetings; all then-current directors attended the 2024 annual meeting .
- Governance practices: Majority-independent board; majority voting standard; independent director stock ownership requirements; executive sessions of independent directors; anti-hedging policy; annual board and committee self-assessments .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Non-Employee Director Cash Retainer | $100,000 | Standard cash retainer |
| Audit Committee Member Cash Retainer | $10,000 | Member fee (non-chair) |
| Nominating & Corporate Governance Committee Chair Cash Retainer | $15,000 | Chair fee |
| Total Cash Fees (2024) | $125,000 | Fine elected to defer 100% into DSUs (96,599 DSUs) |
- Deferral elections: Fine deferred all 2024 cash fees ($125,000) into DSUs, receiving 96,599 DSUs under the Director Deferred Fee Plan; DSUs accrue dividend equivalents and are fully vested, settling after board service ends per election (lump sum or 20% over 5 years) .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value (USD) | Vesting / Settlement |
|---|---|---|---|---|
| RSUs (deferred into DRSUs) | May 9, 2024 | 56,497 DRSUs | Included in $225,000 2024 stock awards | RSUs generally vest in full 6 months post-grant; DRSUs fully vested and settle after service ends per election |
| 2024 Stock Awards (aggregate) | Various | — | $225,000 | Reflects ASC 718 fair value of DSUs/RSUs/DRSUs |
- Director compensation structure: Annual RSU grant $100,000, with option to defer RSUs into DRSUs; equity counts toward stock ownership policy; DSUs/DRSUs settle post-service in lump sum or 20% over 5 years; RSUs typically vest 6 months after grant .
- No director performance-conditioned equity metrics (e.g., PSUs or TSR-linked awards) are disclosed for non-employee directors .
Other Directorships & Interlocks
- Public company directorships: None disclosed in the proxy biography for Fine .
- Compensation Committee interlocks: The company discloses “None” for Compensation Committee interlocks; Fine is not listed as a member of the Human Resources & Compensation Committee in 2024 .
- Independence considerations: Board reviewed relationships; concluded eight directors including Fine are independent; specific immaterial transactions noted relate to other directors (Taccone; Keizer/BlackRock) and did not impair independence .
Expertise & Qualifications
- Capital markets and financial statement analysis; strategic planning and capital allocation; governance expertise; deep understanding of steel supply chain drivers; NACD certified .
- Audit Committee financial expert designation confirms advanced accounting/financial reporting literacy .
Equity Ownership
| Metric | Dec 31, 2024 | Mar 10, 2025 | Jun 30, 2025 |
|---|---|---|---|
| DSUs outstanding (units) | 164,010 | — | 198,078 |
| DRSUs outstanding (units) | 80,468 | 80,468 | 80,468 |
| Beneficial ownership (shares incl. equivalents) | — | 244,478; <1% | 278,546; <1% |
| Shares outstanding base for % | — | 257,420,400 | 258,151,443 |
- Settlement elections: DSUs/DRSUs settle in shares after board service ends, either lump sum or 20% annually over 5 years per director’s election; fractional DSUs settle in cash .
- Ownership guidelines: Independent directors must reach $600,000 in stock/share equivalents within five years of Dec 1, 2022 or joining the board; all independent directors are expected to comply in the prescribed timeframe as of March 10, 2025 .
- Anti-hedging: Directors prohibited from hedging/monetizing, derivatives, and short sales in company securities .
Governance Assessment
- Strengths: Chair of Nominating & Corporate Governance Committee overseeing board composition, succession, and director compensation; Audit Committee financial expert; independence affirmed; strong board attendance culture; comprehensive anti-hedging and ownership policy; significant personal alignment via deferral of 100% of 2024 cash fees into DSUs .
- Alignment signals: Large DSU/DRSU holdings and continued deferrals indicate long-term orientation and alignment with shareholder outcomes; ownership guideline framework supports sustained alignment .
- Potential risks/RED FLAGS: No related-party transactions or independence impairments disclosed for Fine; board’s independence review identified only immaterial transactions for other directors without impact on independence .
- Attendance/engagement: Board held frequent meetings in 2024 (16); committees were active (Audit 5; NCG 7); directors’ average attendance was 95%, with each current director meeting the 75% threshold, indicating engagement .