Michel J. Dumas
GRAFTECH INTERNATIONALAbout Michel J. Dumas
Independent director since 2018; age 66; Chair of the Audit Committee and member of the Nominating & Corporate Governance (NCG) Committee. Former Presiding Independent Director (July 2019–May 2023). Over 30 years in lumber, pulp & paper; former EVP, Finance & CFO at Tembec Inc.; prior roles include CFO at Spruce Falls Inc. and Controller at Tembec. Holds an undergraduate Commerce degree from the University of Ottawa. Designated Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tembec Inc. | Executive Vice President, Finance & Chief Financial Officer | 1997–2017 | Led finance at a cyclical, integrated forest products manufacturer |
| Tembec Inc. | Director | Jan 2011–Feb 2017 | Board oversight during industry cycles |
| Spruce Falls Inc. | Vice President, Finance & Chief Financial Officer | 1991–1997 | Newsprint mill finance leadership |
| Tembec Inc. | Controller | 1985–1991 | Financial controls and reporting |
| Marathon Pulp Inc. | Director | Feb 2000–Feb 2009 | Board governance |
| Jager Building Systems | Director | Aug 2001–Sep 2008 | Board governance |
External Roles
| Company/Institution | Role | Current/Past | Notes |
|---|---|---|---|
| Tembec Inc. | Director | Past | Public/industry issuer during tenure |
| Marathon Pulp Inc. | Director | Past | Industry board |
| Jager Building Systems | Director | Past | Industry board |
| — | — | Current | No current public company directorships disclosed |
Board Governance
- Committees and expertise:
- Audit Committee Chair; independent; designated as Audit Committee financial expert; committee held 5 meetings in 2024. Members independent (Dumas, Donoso, Fine, Roegner, Shivaram).
- Nominating & Corporate Governance Committee member; committee held 7 meetings in 2024; all members independent.
- Independence: Board determined Dumas is independent under NYSE listing standards.
- Attendance: Board held 16 meetings in 2024; directors’ average attendance 95%; each current director (including Dumas) attended at least 75% of Board and committee meetings.
- Lead/Presiding role: Presiding Independent Director from July 2019 to May 2023; presided over executive sessions of independent directors.
- Board refresh/activism context: 2025 Cooperation Agreement led to additions and reclassification; committee structure remains fully independent; majority voting and executive sessions maintained.
Fixed Compensation
- Program structure (revised in 2022, effective 2023; unchanged thereafter):
- Annual retainer: $100,000 cash + $100,000 RSU grant (RSUs generally granted post-annual meeting; vest in full at 6 months). Directors may elect to defer cash to DSUs and RSUs to deferred RSUs (DRSUs).
- Additional cash retainers: Chairman $100,000; Presiding Independent Director $20,000; Audit Chair $20,000; HRC Chair $15,000; NCG Chair $15,000; Audit member $10,000; HRC/NCG member $5,000.
| Metric | 2022 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 103,750 | 62,500 |
| Stock Awards ($) | 103,750 | 162,500 |
| Total ($) | 207,500 | 225,000 |
Notes:
- In 2024, Dumas deferred 50% of cash fees ($62,500) into DSUs (48,300 DSUs credited), and deferred his RSUs into DRSUs (56,497 DRSUs granted May 9, 2024); cash fees paid in CAD and shown in USD at quarterly FX rates (0.74/0.73/0.74/0.69 USD/CAD).
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting/Settlement | Performance Metric |
|---|---|---|---|---|
| Deferred RSUs (DRSUs) | May 9, 2024 | 56,497 | Settled post-service in lump sum or 20% annual installments over 5 years per election | None (time/deferred settlement) |
| Deferred Share Units (DSUs) | 2024 deferral elections | 48,300 | Fully vested; settled post-service in lump sum or 20% annual installments; accrue dividend equivalents | None (time/deferred settlement) |
| RSUs (annual) | Post-annual meeting | $100,000 value | Vest in full ~6 months from grant date | None (time vesting) |
Director compensation at EAF is not tied to operating performance metrics; equity is time/deferred-based and intended for alignment and retention.
Other Directorships & Interlocks
| Company | Role | Overlap with EAF stakeholders | Notes |
|---|---|---|---|
| — | — | — | No related-party transactions disclosed for Dumas since Jan 1, 2024; Board specifically discussed minor transactions involving other directors (Taccone; Keizer) without impairing independence. |
Expertise & Qualifications
- Financial leadership across cyclical, commodity industries; extensive CFO experience; Audit Committee financial expert designation.
- Education: Commerce degree, University of Ottawa.
- Board skills fit cited: finance, executive management, industry experience.
Equity Ownership
| Metric | Dec 31, 2024 | Mar 10, 2025 |
|---|---|---|
| DSUs (units) | 120,394 | — |
| DRSUs (units) | 80,468 | — |
| Beneficial Ownership (shares) | — | 200,862; <1% of outstanding |
Policies & Alignment:
- Non-Employee Director Stock Ownership Policy requires $600,000 stock/equivalents within 5 years of the later of Dec 1, 2022 or joining the Board; all independent directors expected to comply within the prescribed timeframe (as of March 10, 2025).
- Anti-hedging/derivatives/short-sale prohibitions for directors; settlement of DSUs/DRSUs only post-service as elected.
Governance Assessment
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Strengths
- Proven financial oversight, designated AC financial expert, and long tenure in cyclical industries support audit quality and risk oversight.
- Independent status with prior Presiding Independent Director role indicates strong board leadership and engagement; executive sessions under his presiding remit historically.
- Attendance standards met amid a high-activity year (16 Board meetings; Audit/NCG/HRC active), supporting board effectiveness.
- Compensation mix skewed toward equity via DSU/DRSU deferrals (2024), improving alignment with shareholders.
- Ownership guidelines and anti-hedging policy reinforce alignment and risk discipline.
-
Watch Items
- No performance-linked director equity (RSUs/DRSUs are time/deferred-based); while common, it reduces explicit pay-for-performance linkage.
- Ongoing shareholder influence (Cooperation Agreement) and board refresh dynamics require continued independence vigilance across committees; Dumas remains independent and AC Chair.
- No disclosed related-party transactions involving Dumas; maintain monitoring given industry networks and research/vendor relationships disclosed for other directors.