Iñigo Perez Ortiz
GRAFTECH INTERNATIONALAbout Iñigo Perez Ortiz
Senior Vice President, Commercial and CTS at GrafTech International (EAF). Joined February 2020 after 18 years at Alcoa in sales leadership roles across Europe and Asia; prior senior commercial roles at Autopulit S.A., Warner Electric, and Babcock Wilcox Española . Age 53 as of FY2024 10-K; part of the senior leadership team; education includes: Executive MBA (Instituto de Empresa), Master in Industrial Plans Management/Lean/Engineering (Polytechnic University of Barcelona), and Mining Engineer (University of the Basque Country) . Company performance context: 2024 net sales declined 13% to $538.8M, Adjusted EBITDA was $2M (vs. $20M in 2023), net loss improved to $131M; GrafTech TSR (Pay-Versus-Performance table) implies significant underperformance (value of $100 invested fell to $15 in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alcoa | VP, Europe & Asia, Sales & Customer Service | 2017–2020 | Led regional sales and customer service across EMEA/Asia for bauxite, alumina, aluminum leader |
| Alcoa | Commercial Director, Europe & Asia Pacific | 2011–2017 | Directed multi-region commercial strategy and execution |
| Alcoa | Sales Manager, Europe | 2007–2011 | Managed European sales organization |
| Alcoa | Sales Office Manager | 2002–2007 | Ran sales office operations |
| Autopulit S.A.; Warner Electric; Babcock Wilcox Española | Senior commercial roles | Not disclosed | Pre‑Alcoa commercial leadership experience |
External Roles
No external public company directorships disclosed in the 10-K/Proxy for 2024–2025; focus appears internal (part of senior leadership and sustainability governance) .
Fixed Compensation
Multi‑year compensation for Perez (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 467,803 | 534,348 | 500,308 (paid in CHF; shown at 1.1020 CHF/USD) |
| Target Bonus % of Salary | 75% (Other NEOs) | 75% (Other NEOs) | 75% (Target award $375,231) |
| All Other Compensation ($) | 70,267 | 61,097 | 104,741 (incl. $100,112 Switzerland retirement plan; $4,628 health subsidies) |
Notes:
- 2024 base unchanged vs 2023 rate; amounts for Perez shown in USD using 1.1020 CHF/USD per WSJ .
- “All Other Compensation” detail for 2024 as noted above .
Performance Compensation
Annual Short-Term Incentive Plan (STIP)
- Structure: Weighted metrics (Adjusted EBITDA 47.5%, Adjusted Free Cash Flow 47.5%, Safety TRIR 5%); payout 0–200% of target; non‑GAAP definitions in Appendix A . 2024 target award for Perez: $375,231 (75% of base) .
- 2024 Results and Payout:
| Metric | Weight | Target | Actual | Multiplier | Weighted Contribution |
|---|---|---|---|---|---|
| Adjusted EBITDA (USD mm) | 47.5% | 26 | (2) | 0% | 0.0% |
| Adjusted Free Cash Flow (USD mm) | 47.5% | (75) | (56) | 125% | 59.2% |
| Safety (TRIR) | 5% | 0.50 | 0.59 | 78% | 3.9% |
| Total Achievement | 100% | — | — | — | 63.1% |
- Perez 2024 STIP payout: $236,771 (63.1% of target; paid Feb 28, 2025) .
Long-Term Incentives (LTIP)
- Award policy: For 2024, LTIP target = 150% of salary (Perez), split 60% RSUs, 40% PSUs; 2024 grant pricing based on 20‑day VWAP $1.53; no stock options granted in 2024 .
- 2024 Grants (approved 3/8/2024; granted 3/12/2024):
| Instrument | Grant Date | Shares/Units | Vesting/Performance |
|---|---|---|---|
| RSUs | 3/12/2024 | 304,315 | Time-based; vest ratably over 3 years on grant anniversaries; dividend equivalents accrue |
| PSUs (Target) | 3/12/2024 | 202,877 | Relative TSR vs peer group over 12/24/36‑mo sub‑periods; each third can earn 0–200% but vests at end of 3 years; absolute TSR negative caps at 100%; payout capped at 3.5x grant VWAP |
- 2023–2024 equity award treatment provisions (risk/retention levers):
- Death/Disability: RSUs/Options/PSUs accelerate per award terms .
- Termination without Cause: Pro‑rata vesting (time‑based awards) and option exercise windows per agreements .
- Change-in-Control: Double‑trigger for RSUs/Options/PSUs; if no replacement award, immediate vesting; if replacement given, full acceleration upon qualifying termination within 2 years post‑CIC .
Equity Ownership & Alignment
Beneficial Ownership (as of June 30, 2025)
- Shares beneficially owned: 335,658; percent of shares outstanding: “*” (less than 1%) . Shares outstanding: 258,151,443 .
Outstanding Equity Awards (as of Dec 31, 2024)
| Type | Grant Date | Status | Quantity | Price/Value | Notes |
|---|---|---|---|---|---|
| Options | 02/25/2020 | Exercisable | 30,000 | $9.01 strike; exp. 02/25/2030 | Underwater at $1.73 YE price (company note) |
| Options | 03/04/2021 | Exercisable | 37,000 | $11.48 strike; exp. 03/04/2031 | Underwater |
| Options | 02/25/2022 | Exer./Unexer. | 15,772 / 23,657 | $10.08 strike; exp. 02/25/2032 | Underwater |
| Options | 02/25/2023 | Exer./Unexer. | 15,550 / 31,100 | $5.60 strike; exp. 02/25/2033 | Underwater |
| RSUs | 02/25/2022 | Unvested | 41,855 | $72,409 MV | 5‑year ratable vest; dividend equivalents |
| RSUs | 02/25/2023 | Unvested | 34,432 | $59,567 MV | 3‑year ratable vest; dividend equivalents |
| RSUs | 03/12/2024 | Unvested | 304,315 | $526,465 MV | 3‑year ratable vest; dividend equivalents |
| PSUs (2023) | 02/25/2023 | Unearned | 51,648 | $89,351 MV | RTSR; vest 12/31/2025 if earned |
| PSUs (2024) | 03/12/2024 | Unearned | 202,877 | $350,977 MV | RTSR; vest 12/31/2026 if earned |
Alignment and policies:
- Executive ownership guidelines: Other NEOs must hold shares equal to 3× base salary within 5 years of 1/1/2024 or becoming NEO; unvested RSUs count; must hold post‑vest shares until guideline met (tax withholding excepted) .
- Anti‑hedging/speculative trading prohibited under Insider Trading Policy . No pledging by Perez is disclosed in the filings reviewed (no pledging footnotes noted).
Implications for selling pressure:
- Significant unvested RSU/PSU over 2025–2027 supports retention; ownership guideline “hold‑until” further restrains sales until threshold is met .
- All option tranches were underwater at YE2024, reducing optionality‑driven sale/exercise pressure near term .
Employment Terms
- Start date/role: Joined GrafTech February 2020; SVP, Commercial and CTS .
- Severance: Benefits addendum provides 12 months of base salary if terminated without cause (release required; installments commence ~60 days post‑termination) .
- STIP/CIC: If Change in Control occurs before payout, awards deemed earned at target (or greater of target/actual if CIC after plan year but before payment), subject to replacement award rules .
- Equity/CIC: Double‑trigger vesting for RSUs/Options/PSUs as described above .
- Clawback: Company maintains an NYSE/SEC‑compliant compensation clawback policy covering incentive‑based pay received after Oct 2, 2023; broad recoupment methods; no indemnification permitted .
- Non‑compete/non‑solicit: Not specifically disclosed for Perez; such covenants are specified for other executives’ offer letters (Halford/Flanagan) but Perez’s addendum disclosure addresses severance only .
Compensation Structure Details (year-over-year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 467,803 | 534,348 | 500,308 |
| Bonus/Retention ($) | 105,726 | — | 551,000 (retention paid June 2024) |
| Stock Awards ($) | 695,530 | 670,263 | 802,378 |
| Option Awards ($) | 218,858 | 143,112 | — |
| STIP (Non‑Equity Incentive) ($) | 59,911 | 291,730 | 236,771 |
| All Other Compensation ($) | 70,267 | 61,097 | 104,741 |
| Total ($) | 1,618,095 | 1,700,550 | 2,195,198 |
Observations:
- Mix shifted in 2024 due to one‑time retention ($551k) and increased equity value granted amid no new options (company moved away from options in 2024) .
- STIP paid 63.1% of target in 2024, reflecting weak Adjusted EBITDA but stronger free cash flow vs target and safety result below target .
Company Performance Snapshot (context for pay-for-performance)
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($M) | 620.5 | 538.8 |
| Adjusted EBITDA ($M) | 20 | 2 |
| Net (Loss) ($M) | (255) | (131) |
| TSR – Value of $100 Investment | $19 | $15 |
Say‑on‑Pay 2025: Approved (For 123.1M; Against 4.1M; Abstain 0.94M; Broker non‑votes 51.3M) .
Risk Indicators & Governance
- Clawback policy in place (mandatory restatements) .
- Double‑trigger CIC vesting; no option repricing without shareholder approval .
- Anti‑hedging/short sales prohibited; ownership guidelines with hold‑until compliance .
- 2024–2025 commentary highlights NYSE minimum price compliance focus and capital/liquidity actions at company level (performance headwinds remain) .
Investment Implications
- Retention risk appears mitigated near term via: (a) substantial unvested RSU/PSU over 2025–2027; (b) 12‑month salary severance protection if terminated without cause; (c) ownership guideline hold‑until requirement .
- Insider selling pressure likely modest: options are underwater; RSU vesting tranches exist but are constrained by ownership guideline until threshold is met; PSU settlement depends on 3‑year RTSR performance .
- Pay-for-performance calibration: 2024 STIP paid at 63.1% amid weak Adjusted EBITDA, indicating some downside sensitivity; LTI PSUs tied to relative TSR with caps to curb windfalls; no 2024 option grants lowers risk posture for management compensation .
- Governance/sentiment: 2025 Say‑on‑Pay passed with strong support, reducing near-term shareholder compensation friction, though absolute TSR and profitability remain areas to watch for PSU outcomes and future STIP targets .