Eric V. Roegner
GRAFTECH INTERNATIONALAbout Eric V. Roegner
Eric V. Roegner (age 55) is an independent director of GrafTech International Ltd. (EAF), appointed March 7, 2025, and is slated to stand for election to a three-year term through the 2028 annual meeting. He currently serves as Executive Vice President, Integration and Special Projects at Amcor plc (NYSE: AMCR) and brings nearly two decades of global manufacturing, engineering, and operating leadership, with prior senior roles at Amcor and Arconic (formerly Alcoa) and earlier experience as a Partner at McKinsey & Company. He holds a B.S. in Aerospace & Mechanical Engineering (Princeton) and an MBA (Case Western Reserve).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amcor plc | Group President, Amcor Rigid Packaging | Sep 2018 – Dec 2024 | Led a major global packaging business; relevant operating/industrial experience |
| Arconic (formerly Alcoa Inc.) | EVP & Group President, Engineered Products & Solutions (final role among several 2006–2018) | 2006 – 2018 | Senior P&L leadership in engineered products; deep manufacturing exposure |
| McKinsey & Company | Partner | Earlier career (dates not specified) | Strategy and operations expertise |
External Roles
| Organization | Role | Public company board? | Notes |
|---|---|---|---|
| Amcor plc (NYSE: AMCR) | Executive Vice President, Integration and Special Projects (since Jan 2025) | Not disclosed | C-suite operating role; no public board seats disclosed beyond EAF |
Board Governance
- Board status and independence:
- Independent director under NYSE standards; one of eight independent directors on a nine-member board as of the 2025 proxy.
- Class I director; appointed March 7, 2025 pursuant to a Cooperation Agreement with shareholder Nilesh Undavia; standing for re‑election at the 2025 annual meeting.
- Committee assignments:
- Audit Committee (member).
- Human Resources & Compensation Committee (member).
- Committee scope highlights (governance relevance):
- Audit: Oversees financial reporting, internal controls, auditor independence, and financial risk including cybersecurity.
- HR & Compensation: Approves executive pay, evaluates CEO, administers equity plans, retains independent comp consultant.
- Attendance and engagement context:
- In 2024, the Board held 16 meetings; Audit (5), HR & Compensation (7), Nominating & Corporate Governance (7). Average director attendance was 95%. (Roegner was not a director in 2024.)
Fixed Compensation (Director Program Structure)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $100,000 | Paid quarterly in arrears; deferral election available into DSUs |
| Annual equity (RSUs) | $100,000 grant value | Generally granted post‑annual meeting; vests in full at 6‑month anniversary; deferrable as DRSUs |
| Chair of the Board retainer | $100,000 | If applicable |
| Presiding Independent Director retainer | $20,000 | If applicable |
| Committee Chair retainers | Audit: $20,000; HR & Comp: $15,000; NCG: $15,000 | 100% independent committee composition |
| Committee member retainers (non‑Chair) | Audit: $10,000; HR & Comp: $5,000; NCG: $5,000 |
Additional mechanics:
- Deferrals: Cash retainer may be taken in DSUs; RSUs may be deferred into DRSUs; DSUs/DRSUs settle on departure (lump sum or 20%/yr over 5 years).
- Anti‑hedging/derivatives/short sales prohibited for directors.
Performance Compensation
- Non‑employee director equity is time‑based (RSUs/DRSUs) with no performance metrics; no stock options are part of the current director program.
- Companywide clawback policy applies to incentive‑based compensation (mandatory recovery upon accounting restatement); equity award agreements also provide for recoupment/forfeiture for policy violations/detrimental conduct.
| Performance Metric(s) | Applicability to Non‑Employee Directors | Evidence |
|---|---|---|
| Financial/operational targets (e.g., EBITDA, FCF, TSR) | Not applicable to director equity (time‑based RSUs/DRSUs) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed beyond EAF | — | The proxy’s related‑party section reports no transactions >$120,000 involving related persons other than those described; no transactions involving Mr. Roegner are disclosed. |
Expertise & Qualifications
- Domain expertise: Global manufacturing operations; engineering; P&L leadership in engineered products; packaging industry leadership.
- Education: B.S. Aerospace & Mechanical Engineering (Princeton); MBA (Case Western Reserve).
- Board qualification rationale (Company view): Almost two decades of experience at global manufacturers across executive roles; extensive engineering and operations expertise.
Equity Ownership
| Holder | Common Shares | DSUs | DRSUs | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|---|---|---|
| Eric V. Roegner | 326 | 38,819 | Not disclosed | 39,145 | <1% | DSUs fully vested; settle on/after separation per election |
- As of June 30, 2025, total shares outstanding were 258,151,443 (basis for % calc).
- Director stock ownership guideline: Within five years of the later of Dec 1, 2022 or Board entry, independent directors must hold Company stock/share equivalents valued at $600,000; DSUs/RSUs/DRSUs count; as of March 10, 2025, all independent directors were expected to comply within the timeframe.
- Hedging/derivatives/short sales by directors are prohibited under Company policy.
Governance Assessment
- Independence and committees: Independent appointment via Cooperation Agreement indicates shareholder engagement and refreshment; assignment to Audit and HR & Compensation places him at the center of financial oversight, cybersecurity risk, and executive pay decisions—key to investor confidence.
- Ownership alignment: While his absolute share count is modest (<1%), his DSUs are fully vested and settle post‑service and count toward the $600,000 director ownership guideline, reinforcing alignment over time.
- Pay practices and safeguards: Director pay is balanced (cash + time‑based equity), with anti‑hedging, clawback, and equity forfeiture provisions strengthening governance discipline.
- Related‑party/conflict review: The proxy reports no related‑party transactions involving Mr. Roegner; the Board maintains a written related‑party policy with Audit Committee review.
- Board structure considerations: GrafTech maintains a classified board and supermajority (66 2/3%) thresholds to amend classification provisions, features some investors view as entrenching; ongoing refreshment (including Mr. Roegner’s appointment) and strong committee independence partially mitigate.
- Shareholder signaling: Prior say‑on‑pay support (87.6% approval at 2024 annual meeting) suggests general investor acceptance of compensation governance; HR & Compensation Committee uses an independent consultant (Meridian).
RED FLAGS: None disclosed specific to Mr. Roegner (no attendance issues reported for his tenure to date; no related‑party transactions; anti‑hedging policy in force). Broader structural considerations include the classified board and supermajority vote requirements.