Rory F. O'Donnell

About Rory F. O'Donnell

Rory F. O’Donnell (age 47) is Chief Financial Officer and Senior Vice President of GrafTech International Ltd., appointed effective September 3, 2024. He holds a B.S. in Accounting from the University of Dayton and is a CPA (Ohio), with prior leadership roles at Covia, Signet Jewelers, Cleveland-Cliffs, and KPMG . In 2024, GrafTech’s operating backdrop was challenged: net sales declined 13% to $538.8 million, Adjusted EBITDA was $1.6 million, and TSR implied a $15 value for a $100 investment, underscoring turnaround execution risk for the finance function O’Donnell now leads .

Past Roles

External Roles

No public company directorships or external board roles disclosed .

Fixed Compensation

Performance Compensation

• Annual STIP framework (company-wide for 2024):
  • Metrics and weightings: Adjusted EBITDA 47.5%, Adjusted Free Cash Flow 47.5%, Safety (TRIR) 5% .
  • Results and payout: Adjusted EBITDA below minimum (0%); Adjusted FCF at 125% multiplier; Safety at 78%; weighted payout 63.1% of target .
• Long-term incentives (LTIP) granted in 2024:
  • Target opportunity: 150% of base salary (prorated for 2024) .
  • 2024 grants: 123,423 target PSUs and 185,134 RSUs (grant date 9/3/2024) .
  • PSU design: relative TSR vs peer group with 12/24/36-month sub-periods, 0–200% payout, capped at 100% if absolute TSR negative; vest at 12/31/2026; 3.5x VWAP payout cap adopted in 2024 .
  • RSU vesting: ratable over three years from grant date .

Detailed STIP performance table

2024 compensation actually received (disclosed amounts)

Equity Ownership & Alignment

• Beneficial ownership: 100,000 shares as of March 10, 2025 (<1% outstanding) .
• Unvested/outstanding awards at 12/31/2024:
  • RSUs: 185,134 units (market value $320,282 at $1.73) .
  • PSUs (target; threshold amounts shown in table): 123,423 units (market value $213,522 at $1.73) .
• Ownership policy: Executive stock ownership guidelines require CFOs/NEOs to hold shares (including unvested RSUs) equal to 3x base salary within five years of becoming a NEO; shares received on RSU vesting must be held until compliant .
  • As of 12/31/2024, indicative compliance using $1.73 per share: 100,000 shares ($173k) + unvested RSUs ($320k) ≈ ~$493k versus a $1.275m guideline (3x $425k); five-year phase-in applies from becoming a NEO in 2024 .
• Hedging/pledging: Hedging and short sales are prohibited; pledging is prohibited (limited exceptions require legal approval); pre-clearance and blackout windows apply under the insider trading policy .

Vesting and potential selling pressure

• RSUs vest in three equal annual tranches from the 9/3/2024 grant date (i.e., around 9/3/2025, 9/3/2026, 9/3/2027); PSUs cliff-vest based on performance at 12/31/2026, subject to double-trigger CIC terms; company policy restricts trading windows and permits 10b5‑1 plans .

Employment Terms

• Start and role: Appointed CFO & SVP effective September 3, 2024 .
• Target incentives: STIP target 75% of base salary; LTIP target 150% of base salary; 2024 pro-rated from start date .
• Severance: If terminated without cause, 12 months of base salary continuation (subject to release) .
• Change-in-control (CIC): Equity awards have double-trigger vesting; upon CIC without a replacement award, RSUs vest in full and PSUs vest based on actual performance (at least target if below target). If terminated without cause or for good reason within two years after a CIC, replacement awards fully vest; STIP is deemed earned at target upon CIC during the plan year (if not replaced) .
  • Illustrative potential payments modeled as of 12/31/2024: after CIC termination without cause/for good reason—equity $533,804 and severance/STIP $743,750 (reflecting one year salary plus target STIP per plan/CIC terms) .
• Clawback: Dodd-Frank/NYSE compliant clawback applies to excess incentive-based compensation following a required restatement; equity award agreements include additional recoupment for policy violations or detrimental conduct .
• Other benefits: Eligible for standard benefits and 401(k) matching (100% of first 5% of compensation contributed) .

Company Performance Context (for Pay-for-Performance assessment)

Investment Implications

• Alignment and incentives: O’Donnell’s pay mix includes material equity (60% RSUs/40% PSUs for 2024 grants), with PSUs tied to relative TSR and capped if absolute TSR is negative—aligning with shareholder outcomes amid turnaround efforts .
• Retention risk vs. overhang: Initial 2024 RSU/PSU awards (185,134 RSUs; 123,423 PSUs) create multi-year retention but also scheduled vesting dates (first RSU vest around 9/3/2025) that could introduce technical supply depending on 10b5-1 use and window availability; policy restrictions mitigate opportunistic selling .
• Ownership build requirement: With a 3x-salary ownership guideline and five-year compliance window, O’Donnell is likely to accumulate additional shares (RSU vests and potential open-market purchases) to meet the threshold—supporting alignment but also committing future liquidity to stock .
• Downside protections contained: Severance is modest (1x salary), and CIC equity is double-trigger—limiting windfall risk; STIP/CIC mechanics pay target on CIC for the year if not replaced, a standard market term .
• Execution risk: 2024 performance (low Adjusted EBITDA, depressed TSR) and elevated leverage heighten the importance of finance-led cost, pricing, and working capital actions; STIP metrics (Adjusted EBITDA/FCF/Safety) at 63.1% payout indicate accountability to financial and operational outcomes during the transition year .