Jean-Marc Germain
GRAFTECH INTERNATIONALAbout Jean‑Marc Germain
Jean‑Marc Germain, age 59, has served on GrafTech International Ltd.’s board since October 2021 and is currently an independent director; he is Chief Executive Officer of Constellium SE and an executive director on Constellium’s board, with prior leadership roles at Algeco Scotsman, Novelis (President, North America), Pechiney, Alcan, Bain & Company, and GE Capital; he holds a degree from École Polytechnique (Paris) and is a dual French‑American citizen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Algeco Scotsman | Chief Executive Officer | Prior to July 2016 (dates not specified) | Led a global business services provider; CEO experience relevant to strategy and operations |
| Novelis | President, North American Operations | 2008–2012 | Senior executive roles in operations, sales/marketing, FP&A/strategy |
| Pechiney; Alcan | Senior executive roles | Not specified | Operations, sales/marketing, finance/strategy background |
| Bain & Company; GE Capital | Various international positions | Early career | Strategy and financial experience |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Constellium SE (NYSE: CSTM) | Chief Executive Officer; Executive Director | Public | CEO since July 2016; board executive director since June 2016 |
Board Governance
- Committee assignments: Human Resources & Compensation (member) and Nominating & Corporate Governance (member); not a chair .
- Independence: Board determined Germain qualifies as “independent” under NYSE listing standards (8 of 9 directors were independent; CEO not independent) .
- Attendance: In 2024 the Board held 16 meetings (Audit 5; HRC 7; NCG 7); directors averaged 95% attendance and each current director attended at least 75% of aggregate Board/committee meetings .
- Executive sessions and governance practices: Independent‑only committees; majority voting; director stock ownership requirements; anti‑hedging policy; annual self‑assessments .
Fixed Compensation
- Program structure (independent directors): Annual cash retainer $100,000 and annual RSU grant $100,000; optional deferral of cash into DSUs and RSUs into deferred RSUs (DRSUs); committee/member chair fees as listed below .
Additional fees: Audit Chair $20,000; HRC Chair $15,000; NCG Chair $15,000; Audit member $10,000; HRC member $5,000; NCG member $5,000 .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 55,000 | 155,000 | 210,000 | Deferred 50% of cash into DSUs (42,504 DSUs); deferred 2024 RSUs into 56,497 DRSUs |
- Director ownership policy: Independent directors must acquire $600,000 in shares/equivalents within five years; DSUs/RSUs/DRSUs count; as of March 10, 2025 all independent directors are expected to comply within the timeframe .
Performance Compensation
- Directors do not have performance‑based pay metrics; director equity (RSUs/DRSUs/DSUs) is time‑based and/or deferral‑based, not tied to revenue/EBITDA/TSR targets for directors .
Other Directorships & Interlocks
| Company | Relationship to EAF | Potential Interlock/Conflict Considerations |
|---|---|---|
| Constellium SE | External CEO and board executive director | No related‑party transactions disclosed with Constellium; EAF’s related‑party disclosures note none involving Germain since Jan 1, 2024 beyond specified items unrelated to him . |
Expertise & Qualifications
- Global manufacturing leadership, operations, strategy, finance and capital allocation expertise from CEO and senior roles across aluminum and industrials; complements EAF’s steel supply chain exposure .
- Committee experience across compensation and governance at EAF; board skills matrix highlights broad senior management and manufacturing experience across directors (Germain included) .
Equity Ownership
| As of | Common Shares | DSUs | DRSUs | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| March 10, 2025 | 40,000 | 71,152 | 80,468 | 191,620 | <1% (asterisk in table) |
- Settlement mechanics: DSUs/DRSUs settle in stock after board service ends (single lump sum or 20% annually over 5 years per director election) .
- Anti‑hedging/derivatives/short sales are prohibited for directors; options transactions and short sales banned .
- No pledging disclosed for Germain; no loans or related‑party transactions disclosed involving him .
Governance Assessment
- Board effectiveness: Germain adds seasoned CEO/industrial operator experience to HRC and NCG committees; independence affirmed; committee composition entirely independent supports robust oversight .
- Alignment: Significant director equity through RSU deferrals and DSUs, plus ownership policy requiring $600k aligns incentives with shareholders; anti‑hedging improves alignment quality .
- Engagement: Board/committees met frequently in 2024; attendance metrics across directors indicate active oversight; HRC and NCG each met seven times, matching Germain’s committee responsibilities .
- Compensation reasonableness: 2024 director total $210k with 74% equity by grant‑date value (155k/210k) and elected deferrals suggests long‑term alignment; structure is consistent with peers and overseen by independent NCG; no meeting fees, reducing per‑meeting incentives .
- Potential conflicts/RED FLAGS: None disclosed tied to Germain; broader governance context includes a January 2025 cooperation agreement with a 6.7% holder and board refresh, and a July 2025 special meeting for a reverse split to regain NYSE compliance—signals heightened capital structure oversight but not a Germain‑specific conflict .
- Shareholder sentiment: Say‑on‑pay (executive) approval was 87.6% in 2024, suggesting constructive investor engagement with compensation governance; HRC uses an independent consultant (Meridian) with no conflicts .
Net assessment: Governance quality for Germain’s role is strong on independence, committee participation, and ownership alignment; no related‑party or attendance red flags disclosed; oversight intensity appears appropriate given EAF’s operating and listing challenges in 2024–2025 .