Timothy K. Flanagan
GRAFTECH INTERNATIONALAbout Timothy K. Flanagan
Timothy K. Flanagan, 47, is Chief Executive Officer and President of GrafTech International Ltd. and a Class II director (not independent), appointed CEO on March 26, 2024 after serving as Interim CEO from November 15, 2023; he joined GrafTech as CFO in November 2021, previously serving as EVP/CFO at Cleveland-Cliffs (2017–2019) and CFO of Benesch, Friedlander, Coplan & Aronoff LLP (2019–2021) . GrafTech’s 2024 performance reflected industry headwinds: net sales fell to $538.8M (from $620.5M in 2023), adjusted EBITDA was $1.6M, and net loss was $131M; management executed cost and footprint actions (23% reduction in cash COGS/MT, ~$40M working capital reduction) and signaled pricing actions for 2025 . TSR was deeply negative in 2024 (value of $100 investment = $15 vs $196 for NYSE Arca Steel Index), and the company addressed a NYSE minimum price deficiency with shareholder-approved and subsequently effected a 1-for-10 reverse split on Aug 29, 2025; equity awards and plan limits were proportionately adjusted -.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GrafTech International Ltd. | CEO & President | Mar 26, 2024–present | Led cost rationalization/footprint optimization, pricing actions, and liquidity extension; oversaw reverse split execution to maintain NYSE listing . |
| GrafTech International Ltd. | Interim CEO & President | Nov 15, 2023–Mar 26, 2024 | Transition leadership; continued operational stabilization . |
| GrafTech International Ltd. | CFO, VP Finance & Treasurer | Nov 29, 2021–Nov 15, 2023 | Financial leadership through downcycle, debt transactions (Dec 2024 closed under tenure as CEO) . |
| Cleveland-Cliffs Inc. | EVP & CFO | 2017–2019 | Public steel operator CFO experience; capital markets and operations exposure . |
| Benesch, Friedlander, Coplan & Aronoff LLP | CFO | 2019–2021 | Professional services CFO; financial operations . |
External Roles
- No current external public company directorships disclosed for Mr. Flanagan; he serves as a director of GrafTech (Class II; term expiring 2026) and is not independent .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 430,000 | 476,500 | 702,000 (raised upon CEO appointment Apr 1, 2024) |
| Target Bonus (% of salary) | — | 80% (reference point for 2023) | 100% (raised from 80% effective 2024) |
| STIP Paid ($) | 54,825 | 288,900 | 420,814 (63.1% achievement) - |
| Cash Retention/Bonus ($) | — | — | 500,000 (paid June 2024) |
Notes: 2024 base salary increased from $450,000 to $702,000 upon CEO appointment; 2024 STIP payout reflects weighted metric outcomes (see below) .
Performance Compensation
2024 STIP Design and Results (company-wide metrics)
| Item | Minimum | Target | Maximum | Actual | Weight | Multiplier Achieved | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 0% | 26 | 60 | (2) | 47.5% | 0% | 0.0% |
| Adjusted Free Cash Flow ($M) | 0% | (75) | — | (56) | 47.5% | 125% | 59.2% |
| Safety (TRIR) | 0% | 0.50 | 0.30 | 0.59 | 5.0% | 78% | 3.9% |
| Total | — | — | — | — | 100% | — | 63.1% (STIP payout factor) |
- Mr. Flanagan’s 2024 STIP cash payout: $420,814 .
2024 Long-Term Incentive Program (LTIP)
- Vehicle mix: RSUs and PSUs (no options granted in 2024); CEO LTIP target raised to 200% of salary (50% PSUs / 50% RSUs) .
- CEO 2024 awards (grant 3/12/2024): 458,524 target PSUs and 458,524 RSUs; RSUs vest ratably over 3 years; PSUs earned over 12/24/36‑month relative TSR measurement periods (threshold 25th percentile=50%, target 50th=100%, max 85th=200%), with absolute TSR negative cap (100%) and a 3.5x VWAP payout cap; earned PSUs settle at end of 3 years -.
| 2024 CEO LTIP Detail | Value/Count |
|---|---|
| Target LTIP value (200% of $702k) | $1,404,000 |
| Target PSUs granted | 458,524 (3/12/2024) |
| RSUs granted | 458,524 (3/12/2024) |
| PSU performance metric | Relative TSR vs peer group; 12/24/36‑month tranches; negative TSR period capped at 100% |
- Equity plan protections: Double‑trigger vesting upon change-in-control (CIC) for RSUs/PSUs; pro‑rata vesting on certain terminations; see Employment Terms below -.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 10, 2025) | 141,424 shares; “less than 1%” of outstanding (257,420,400) . |
| Beneficial ownership (Jun 30, 2025) | 247,877 shares; “less than 1%” of outstanding (258,151,443) . |
| Outstanding unvested RSUs (12/31/2024) | 458,524 (2024 grant), 31,486 (2023 grant), 31,404 (2022 grant) . |
| Outstanding PSUs (12/31/2024) | 458,524 (2024 target), 47,228 (2023 threshold reflected) -. |
| Options outstanding (exercisable/unexercisable) | 15,032/22,549 (2012 grant px $10.08, exp. 2/25/2032); 14,219/28,439 (2013 grant px $5.60, exp. 2/25/2033) . |
| Ownership guidelines | CEO 5x base salary within 5 years of Jan 1, 2024 or becoming a NEO; RSUs count; shares from RSU vesting must be held until threshold met (tax withholding excepted) . |
| Hedging/derivatives/short sales | Prohibited for executives/directors/employees (anti‑hedging and anti‑derivative policy) -. |
| Pledging | No pledging policy disclosure noted; no pledges disclosed in ownership tables - . |
| Reverse split impact | 1‑for‑10 reverse split effective Aug 29, 2025; all equity awards and plan limits proportionally adjusted; fractional shares rounded up; no cash paid . |
Vesting cadence implies ongoing quarterly/annual RSU releases; options remain largely out‑of‑the‑money as of 12/31/2024 (px $10.08/$5.60 vs year‑end price context) reducing option‑driven selling pressure; post‑split, share counts adjust 10:1 - .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Severance (no CIC) | 1.5x (base salary + target STIP) upon termination without cause or resignation for good reason, subject to release . |
| CIC equity treatment | Double‑trigger: awards vest on termination without cause/for good reason within 2 years post-CIC; if no replacement award on CIC, time‑based RSUs vest; PSUs vest based on actuals (or target if below), per plan -. |
| STIP CIC | If no replacement award, STIP deemed earned at target (timing per plan) . |
| Restrictive covenants | Non‑compete and non‑solicitation for 2 years post‑employment; non‑disparagement . |
| Clawback | SEC/NYSE‑compliant clawback for restatements and broader recoupment for policy violations/detrimental conduct -. |
Potential payments table indicates estimated CEO payouts under various scenarios (as of 12/31/2024; stock price $1.73) e.g., without cause: total ~$2.96M (equity $432,920; severance $2,526,814) and CIC‑related scenarios per plan -.
Board Governance
- Role and status: Class II director since March 2024; term expires at the 2026 annual meeting; not independent (serves as CEO) .
- Committee assignments: None (board committees comprised entirely of independent directors) .
- Chair/CEO split: Henry R. Keizer serves as Chairman; Flanagan is CEO/President—reduces concerns of CEO‑Chair duality .
- Board activity/attendance: 16 meetings in 2024; average director attendance 95%; directors encouraged to attend annual meetings (all then‑current directors attended in 2024) .
- Director pay: Employee directors receive no additional director compensation (Flanagan received none in 2024 for board service) .
Director/Shareholder Votes and Feedback
| Item | 2024 | 2025 |
|---|---|---|
| Say‑on‑Pay support | 87.6% approval at 2024 annual meeting | Approved; For: 123,096,361; Against: 4,063,184; Abstain: 937,017; Broker Non‑Votes: 51,292,328 |
| Say‑on‑Frequency | — | “Every one year” selected (127,795,474 votes) |
Compensation Committee and Practices
- Committee members: Anthony R. Taccone (Chair), Diego Donoso, Jean‑Marc Germain, Eric V. Roegner, Sachin Shivaram (all independent) .
- Independent consultant: Meridian Compensation Partners; no other material services; committee assessed independence/no conflicts .
- Program features: No option repricing or repurchases without shareholder approval; double‑trigger CIC; no excise tax gross‑ups; robust clawback; anti‑hedging/short sales/derivatives prohibitions - -.
Performance & Track Record (Selected)
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($M) | 620.5 | 538.8 |
| Adjusted EBITDA ($M) | 20.5 | 1.6 |
| Net (Loss) ($M) | (255.3) | (131.2) |
| Cash cost of goods sold per MT ($/MT) | 5,537 | 4,290 |
| Liquidity at 12/31 ($M) | — | 464.2 (cash $256.2; RCF $108.0; term loan $100.0 avail.) |
| TSR – $100 initial value (year-end) | $19 (GrafTech); $238 (NYSE Arca Steel Index) | $15 (GrafTech); $196 (Index) |
Management initiatives included suspending production at St. Marys (except machining), idling assets, shifting geographic mix to higher ASP regions, and announcing a 15% price increase on uncommitted 2025 volume .
Compensation Structure Analysis
- Equity‑heavy, at‑risk mix: CEO’s LTIP increased to 200% of salary with 50/50 PSU/RSU; design stresses relative TSR with downside protection (cap when absolute TSR negative) and a 3.5x payout cap—aligns with shareholders while curbing windfalls -.
- Shift away from options: No options granted in 2024 (streamline program, promote ownership, preserve share pool); outstanding 2022/2023 options were underwater at year‑end 2024 .
- STIP calibration: Inclusion of Adjusted FCF and safety (TRIR) alongside Adjusted EBITDA diversified focus; 2024 payout at 63.1% despite EBITDA miss indicates other metrics partially offset performance shortfall -.
- Retention levers: One‑time cash retention paid in 2024 ($500k to CEO) signals prior retention risk; now realized .
- Governance safeguards: Double‑trigger CIC, clawback beyond regulations, anti‑hedging/short sales; no tax gross‑ups; no repricing without vote - -.
Vesting Schedules and Potential Selling Pressure
- RSUs: Ratably over 3 years from grant (e.g., 2024 RSUs vest 2025–2027); dividend equivalents accrue and vest pro‑rata .
- PSUs: Earn 1/3 on 12/24/36‑month relative TSR measurement but settle at the 3‑year mark; negative TSR cap at 100% per tranche; dividend equivalents accrue on earned shares .
- Post‑split effect: All award counts reduced 10:1 effective Aug 29, 2025; vesting remains but with lower share counts, potentially moderating absolute share delivery into the market; fractional shares rounded up (no cash) .
- Options: Strikes $10.08/$5.60 (pre‑split) and expirations in 2032/2033; largely out‑of‑the‑money as of 12/31/2024, reducing exercise‑driven supply .
Related Party Transactions / Red Flags
- Tax Receivable Agreement with former controlling stockholder (Brookfield) continues (approx. $6M future payments expected as of 12/31/2024; $63.3M paid to date), with acceleration on certain events; managed by policy and committee oversight; not specific to Mr. Flanagan but relevant governance context -.
- Anti‑hedging and anti‑short policies in place; no pledging disclosure; no executive‑specific related party transactions disclosed for Mr. Flanagan - .
Compensation Peer Group (Benchmarking context)
- 21‑company peer set used primarily for PSU relative TSR, with adjustments (e.g., removal of Worthington entities post spin); the committee reviewed peers in late 2022 and used them across 2023–2024 .
Say‑on‑Pay & Shareholder Engagement
- 2024 say‑on‑pay received 87.6% support; 2025 say‑on‑pay approved with strong support and “annual” frequency reaffirmed, indicating investor acceptance of pay design changes and governance features .
Investment Implications
- Alignment: Higher equity mix (PSU/RSU) and rigorous clawback/anti‑hedging policies support pay‑for‑performance alignment, but 2024 payout at 63% despite EBITDA miss reflects multi‑metric design that can partially shield payouts in mixed results - -.
- Retention and supply: 2024 cash retention now paid; forward supply from vesting RSUs/PSUs persists but post‑split share counts are lower; options remain largely out‑of‑the‑money, limiting exercise‑related selling .
- Governance risk: CEO is not independent but Chair/CEO roles are split; committee independence and double‑trigger CIC mitigate governance concerns; no tax gross‑ups; no repricing authority - .
- Execution risk: Continued turnaround hinges on pricing, mix, cost controls, and demand recovery; 2024 negative TSR and compressed profitability underscore elevated execution risk; reverse split addressed listing compliance but not fundamentals .
- Ownership: CEO beneficial ownership is <1%; new CEO stock ownership guideline (5x salary) should drive accumulation over the next five years—monitor progress and any Form 4 activity for incremental confidence/pressure signals .