Henry R. Keizer
GRAFTECH INTERNATIONALAbout Henry R. Keizer
Independent Chairman of GrafTech International Ltd. (EAF) since May 2023; Class II director with term expiring at the 2026 annual meeting. Age 68; elected to EAF’s Board in October 2021. Former Deputy Chairman and Chief Operating Officer of KPMG, with 35 years at the firm; certified public accountant with deep audit, internal control, and governance expertise. Bachelor’s degree in Accounting, summa cum laude, Montclair State University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG (U.S. member firm of KPMGI) | Deputy Chairman & Chief Operating Officer | Retired Dec 2012 | Former Global Head of Audit (2006–2010); U.S. Vice Chairman of Audit (2005–2010) – extensive audit standards and internal control leadership. |
| American Institute of Certified Public Accountants | Director | 2008–2011 | Governance in the accounting profession; reinforces technical credentials and oversight strength. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Sealed Air Corporation (NYSE: SEE) | Chairman of the Board | Current | Board leadership; corporate governance oversight at a large public manufacturer. |
| BlackRock Multi‑Asset Fund Complex | Trustee & Audit Committee Chair | Current | Oversight of ~150 registered investment companies; audit chair responsibilities (interlock risk monitored by EAF Board). |
| Hertz Global Holdings, Inc. (NYSE: HTZ) & The Hertz Corporation | Chairman of the Board | 2015–2021 | Led board through industry cycles; governance and capital oversight roles. |
| WABCO Holdings Inc. (NYSE: WBC) | Director & Audit Committee Chair | Until sale in May 2020 | Financial oversight at a global industrial; audit chair responsibility. |
| MUFG Americas Holdings, Inc. & MUFG Union Bank | Director & Audit Committee Chair | 2014–2016 | Bank/financial holding company governance; audit chair oversight. |
Board Governance
- Role: Independent Chairman; not listed as a member of EAF’s Audit, Human Resources & Compensation, or Nominating & Corporate Governance Committees (committees are fully independent; chairs: Dumas (Audit), Taccone (HRC), Fine (NCG)).
- Independence: Board determined Keizer is independent under NYSE rules; specifically reviewed his BlackRock fund‑complex trustee role and concluded it does not impair independence.
- Board activity: 16 meetings in FY2024; directors’ average attendance 95%; all then‑current directors attended the 2024 annual meeting; each current director attended ≥75% of board/committee meetings.
- Structure: Classified board; Keizer is a Class II director (term to 2026).
- Governance practices: Independent director stock ownership requirements; executive sessions; committee charters and guidelines available; anti‑hedging/derivatives prohibitions.
Fixed Compensation
| Component | Annual Amount | Notes |
|---|---|---|
| Non‑employee director cash retainer | $100,000 | Paid quarterly in arrears; deferrable into DSUs. |
| Chairman of the Board cash retainer | $100,000 | Additional to director retainer; paid quarterly in arrears. |
| Annual equity grant (RSUs or deferred RSUs) | $100,000 | Generally granted post‑annual meeting; RSUs vest in full ~6 months after grant; may elect to defer into DRSUs. |
| 2024 actual—Fees earned or paid in cash | $200,000 | Keizer’s cash fees. |
| 2024 actual—Stock awards | $100,000 | Keizer’s stock grant fair value. |
| 2024 total | $300,000 | Aggregate 2024 director compensation. |
Performance Compensation
- Directors do not receive performance‑based equity (no PSUs/options for non‑employee directors disclosed); director equity is RSUs/DRSUs with time‑based vesting.
- 2024 grant election: Keizer deferred his 2024 RSUs into DRSUs; received 56,497 DRSUs on May 9, 2024 (aggregate grant date fair value reflected in stock awards).
Other Directorships & Interlocks
- BlackRock interlock: Keizer is trustee/audit chair overseeing ~150 funds; BlackRock owned ~6.3% of EAF common stock as of Dec 31, 2024; 7.1% as of Mar 10, 2025. The Board reviewed and concluded no independence impairment.
- No compensation committee interlocks: Company discloses “None.”
Expertise & Qualifications
- CPA; decades of audit, financial reporting, ICFR, and governance expertise; multi‑industry perspective across manufacturing, banking, insurance, consumer, retail, and technology.
- Public company board leadership (Chair roles), audit chair experience, capital markets/M&A familiarity.
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Common stock beneficially owned | 27,970 shares | Direct ownership. |
| Deferred Share Units (DSUs) | 20,141 units | Fully vested; settle in shares upon/after board service end per election. |
| Deferred RSUs (DRSUs) | 56,497 units | Fully vested; settle in shares upon/after board service end per election. |
| Total beneficial ownership | 104,608 | Sum of common + DSUs + DRSUs; “<1%” of outstanding shares. |
| Ownership guidelines | $600,000 threshold within 5 years (counts DSUs/RSUs/DRSUs); all independent directors expected to comply on prescribed timeline. | |
| Hedging/pledging | Prohibited for directors (hedging, derivatives, short sales). |
Governance Assessment
- Independence and chairmanship: Strong governance signal—independent Chairman with deep audit background; Board explicitly affirmed independence despite BlackRock fund‑complex role.
- Engagement: High board cadence (16 meetings) and strong attendance across directors (≥75%; average 95%), supporting board effectiveness.
- Pay structure: Director compensation balanced between fixed cash and time‑vested equity; Chairman retainer recognizes added leadership workload; program unchanged since 2022 revision.
- Ownership alignment: Mandatory $600k stock ownership guideline; Keizer holds common shares plus DSUs/DRSUs and is expected to meet guideline timing, enhancing alignment.
- Potential conflict monitoring: BlackRock is a significant shareholder (7.1% as of Mar 10, 2025); Board reviewed Keizer’s trustee/audit chair role and found no impairment—ongoing oversight remains prudent.
- Shareholder sentiment: Say‑on‑pay approval of 87.6% in 2024 suggests solid investor support for compensation governance broadly (context for board oversight).
RED FLAGS
- None identified specific to Keizer (no related‑party transactions; no committee interlocks; hedging prohibited; independence affirmed). Monitor BlackRock interlock given significant ownership.