Sachin Shivaram
GRAFTECH INTERNATIONALAbout Sachin Shivaram
Sachin Shivaram (age 44) was appointed as an independent Class III director of GrafTech International Ltd. (EAF) on January 10, 2025, with a term expiring at the 2027 annual meeting. He serves on the Audit Committee and the Human Resources and Compensation Committee. Shivaram is CEO of Wisconsin Aluminum Foundry Company, Inc., and holds a BA from Harvard, an MPhil from Cambridge, and a JD from Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wisconsin Aluminum Foundry Company, Inc. | Chief Executive Officer | June 2019–present | CEO of a century-old, family-owned manufacturer of aluminum and copper-based alloy castings |
| ArcelorMittal S.A. | Strategy and Marketing leader; rose to head of strategy/marketing for a business unit | Earlier career; years not specified | Led strategy/marketing for a business unit with facilities across North and South America |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadwind, Inc. (Nasdaq: BWEN) | Director | Current | Public company board experience; industry exposure to precision manufacturing |
| Lodge Manufacturing Company | Director; Chair of Audit & Finance Committee | Current | Financial oversight; audit and finance leadership |
| Green Bay Packers, Inc. | Director | Current | Governance for a major sports franchise |
| Wisconsin Governor’s Council on Workforce Investment | Chairman | Current | State-level workforce strategy leadership |
| Lawrence University | Trustee | Current | Higher-education governance |
Board Governance
- Director class/term: Class III; appointed January 10, 2025; term through 2027 annual meeting .
- Independence: Board determined Shivaram qualifies as “independent” under NYSE listing standards; all three committees are fully independent .
- Committee memberships: Audit Committee (member); Human Resources and Compensation Committee (member). Committee chairs: Audit—Michel J. Dumas; Nominating—Debra Fine; HRCC—Anthony R. Taccone .
- Attendance: Board held 16 meetings in 2024 with 95% average attendance; attendance thresholds for 2024 were met by all then-directors; Shivaram was appointed in 2025 (no 2024 attendance data) .
- Executive sessions and governance controls: Independent directors hold executive sessions; majority voting for directors; stock ownership requirements for independent directors; annual board and committee self-assessments; anti-hedging policy and related-party transaction review .
Fixed Compensation
| Component | Amount | Timing/Terms |
|---|---|---|
| Annual cash retainer (non‑employee director) | $100,000 | Paid quarterly in arrears; eligible for deferral into DSUs |
| Annual RSU grant (non‑employee director) | $100,000 | Typically granted after annual meeting; generally vests in full on six‑month anniversary; directors appointed outside annual meeting receive similar grants shortly after appointment |
| Committee chair retainers | Audit: $20,000; HRCC: $15,000; Nominating: $15,000 | Paid to chairs only (Shivaram is not a chair) |
| Committee member retainers | Audit: $10,000; HRCC: $5,000; Nominating: $5,000 | Paid to members other than chairs; applies to Shivaram for Audit and HRCC |
| Chairman retainer | $100,000 | Paid to Board Chairman (not applicable to Shivaram) |
| Presiding independent director retainer | $20,000 | If applicable (not indicated currently) |
| Deferral programs | DSUs and DRSUs | Settlement at termination (lump sum or 5 annual installments); accrue dividend equivalents |
Note: 2024 director compensation amounts did not include Shivaram as he joined in 2025; his compensation from appointment will follow the program above .
Performance Compensation
Directors do not receive performance-based cash incentives. EAF’s executive STIP metrics (overseen by HRCC where Shivaram is a member) provide governance alignment on pay-for-performance:
| Metric | Minimum | Target | Maximum | Actual (2024) | Weight | Multiplier Achieved | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | — | $26 | $60 | $(2) | 47.5% | 0% | 0.0% |
| Adjusted Free Cash Flow ($mm) | — | $(75) | — | $(56) | 47.5% | 125% | 59.2% |
| Safety (TRIR) | 0.90 | 0.50 | 0.30 | 0.59 | 5% | 78% | 3.9% |
| Total STIP Achievement | 100% | 63.1% |
Clawback policy applies to incentive-based compensation under SEC/NYSE rules; equity awards include recoupment/reduction for detrimental conduct .
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| Broadwind, Inc. | Nasdaq: BWEN | Director | No related-party transactions disclosed with EAF; independence affirmed by EAF board |
| Lodge Manufacturing Company | Private | Director; Chair Audit & Finance | No EAF related-party transactions disclosed; committee financial oversight experience |
| Green Bay Packers, Inc. | Private | Director | No EAF related-party transactions disclosed |
Related-party transactions: EAF disclosed none over $120,000 involving directors other than specific immaterial purchases tied to another director (Taccone) and legacy Brookfield TRA; no disclosures implicate Shivaram .
Expertise & Qualifications
- Manufacturing and operations leadership: CEO of WAF; prior steel industry strategy/marketing at ArcelorMittal .
- Financial and audit oversight: Chair of Audit & Finance at Lodge; member of EAF Audit Committee .
- Policy and workforce strategy: Chair, Wisconsin Governor’s Council on Workforce Investment .
- Academic and legal credentials: Harvard BA; Cambridge MPhil; Yale JD .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Sachin Shivaram | — | * (less than 1%) | As of March 10, 2025; no DSUs/DRSUs listed for him due to 2025 appointment . |
Stock ownership guidelines for independent directors: within five years of joining the Board (or December 1, 2022, if later), must acquire shares/share equivalents valued at $600,000; RSUs/DSUs/DRSUs count; shares from RSU vesting must be held until threshold met. As of March 10, 2025, all independent directors are expected to comply within the prescribed timeframe. Anti‑hedging and prohibition on short sales/options apply to directors .
Governance Assessment
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Strengths
- Independent status with dual committee membership (Audit; HRCC) enhances board oversight of financial reporting and executive pay .
- Deep manufacturing and steel-chain experience; legal and academic rigor; public board service (Broadwind) supports board effectiveness .
- Robust director ownership policy and deferral programs improve alignment; comprehensive anti‑hedging/derivative prohibitions .
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Potential Concerns and RED FLAGS
- Activist-linked appointment via Cooperation Agreement with a 6.7% shareholder (Undavia) could signal increased investor influence; monitor for board independence pressures and future nomination agreements .
- Low current beneficial ownership (none disclosed as of March 10, 2025) implies time needed to reach the $600,000 director ownership threshold; track DSU/DRSU accumulation and RSU grants post‑appointment .
- No 2024 attendance record due to 2025 appointment; ensure future meeting attendance and engagement meet expectations (Board 95% average in 2024) .
-
Conflicts/Related Parties
- No related-party transactions disclosed involving Shivaram; Board independence review did not cite him among transactions considered (Taccone’s immaterial purchases and Keizer’s BlackRock trustee role were discussed) .
-
Compensation Alignment Signal
- As a non‑employee director, compensation is balanced cash/equity ($100k/$100k) with short vesting RSUs and optional DSU/DRSU deferral; committee member fees apply. This structure emphasizes ownership alignment rather than variable pay .
Overall: Shivaram brings relevant manufacturing/steel expertise and committee participation that support governance quality. Key monitoring areas: ownership build to policy threshold; independence dynamics following activist Cooperation Agreement; sustained committee engagement and attendance .