Craig Shular
About Craig S. Shular
Independent director at Materion Corporation since 2008; age 72. Former Executive Chairman, CEO, President, and CFO of GrafTech International, and co-founder of Global Graphite Group LLC (advanced materials, graphite products). Brings breadth of financial and operational management experience with global enterprise perspective .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GrafTech International Ltd. | Executive Chairman of the Board | 2007–Dec 2014 | Led board oversight through industry cycles |
| GrafTech International Ltd. | Chairman of the Board, Director | Chairman: 2007–Dec 2014; Director: Jan 2003–May 2014 | Governance leadership during strategic shifts |
| GrafTech International Ltd. | Chief Executive Officer | 2003–Jan 2014 | Operational and strategic leadership of global enterprise |
| GrafTech International Ltd. | President | 2002–Jan 2014 | P&L accountability, global operations |
| GrafTech International Ltd. | Executive Vice President, Graphite Electrodes | 2001–2002 | Led largest business unit |
| GrafTech International Ltd. | Vice President & Chief Financial Officer | 1999–2000 | Financial management, capital allocation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Graphite Group LLC | Co-Founder | Nov 2017–Present | Advanced materials specializing in graphite products |
Board Governance
- Independence: Board affirmed Shular is independent; 8 of 9 director nominees are independent, with an independent Chair. Executive sessions occur at each Board meeting .
- Committee assignments: Chair, Compensation and Human Capital Committee (5 meetings in 2024). Member, Nominating, Governance & Corporate Responsibility Committee (5 meetings in 2024). Not on Audit and Risk Committee (which met 6 times) .
- Attendance: Board held 5 meetings in 2024; all directors attended at least 75% of Board and assigned committee meetings and attended the annual meeting .
- Board leadership: Non-Executive Chair structure; lead director eliminated. Independent directors conduct executive sessions each meeting .
- Majority Voting Policy: Directors with a majority of “withheld” votes tender resignation; 90-day review by NGCR and the Board .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non-employee director retainer |
| Committee chair fee (Comp & Human Capital) | $17,500 | Chair premium |
| NGCR committee membership fee | $5,000 | Member premium |
| Total cash fees (2024) | $92,500 | Sum of retainer + chair + NGCR membership |
| Stock awards (RSUs) – grant-date fair value | $133,078 | RSUs granted May 10, 2024; valued at $115.72 close |
| Total 2024 compensation | $225,578 | Cash + equity |
RSU details:
- 1,150 RSUs granted May 10, 2024; vest May 10, 2025, subject to continued service .
- Shular elected to defer 100% of his 2024 compensation into deferred stock units under the Director Equity Plan .
Director compensation structure:
- Standard equity grant sized at $130,000 of RSUs post-annual meeting; non-employee director compensation limit under 2025 Plan: $850,000 value per year .
Performance Compensation
While non-employee director equity is time-based (RSUs), Shular, as Compensation Committee Chair, oversees performance-linked executive pay. Key 2024 company metrics used for annual bonuses (MIP) and long-term incentives (PRSU) follow.
Annual Management Incentive Plan (MIP) – 2024
| Metric | Weight | Threshold (Funds 25%) | Target (Funds 100%) | Maximum (Funds 200%) | 2024 Actual | % of Target Earned |
|---|---|---|---|---|---|---|
| Adjusted EBIT ($mm) | 70% | $120.3 | $160.4 | $200.5 | $131.0 | 31.43% |
| Value-Added Sales (VAS) growth | 15% | —% | 3.0% | 8.0% | (2.6)% | 0.00% |
| Simplified Free Cash Flow ($mm) | 15% | $82.9 | $103.6 | $124.3 | $75.5 | 0.00% |
| Total MIP funding | — | — | — | — | — | 31.43% |
Long-Term Incentives – PRSU Performance Grids (granted 2024)
| Award | Threshold | Target | Maximum |
|---|---|---|---|
| RTSR PRSUs – 3-year Relative TSR vs peer group | 25th percentile → 50% | 50th percentile → 100% | 80th percentile → 200% |
| ROIC PRSUs – average ROIC (2024–2026) | 9.4% → 50% | 11.8% → 100% | 14.2%+ → 200% |
Historical PRSU Outcomes (combined RTSR/ROIC payout)
| Grant Date | 3-Year Period | Actual Payout % | RTSR Percentile |
|---|---|---|---|
| 2022 | 2022–2024 | 90.0% | 57.8% |
| 2021 | 2021–2023 | 149.0% | 78.0% |
| 2020 | 2020–2022 | 111.0% | 71.5% |
| 2019 | 2019–2021 | 130.0% | 67.7% |
| 2018 | 2018–2020 | 200.0% | 81.3% |
Say-on-Pay signal: 94% approval at 2024 annual meeting; Committee retained program structure but remains focused on continuous improvement .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Overlap with MTRN stakeholders |
|---|---|---|---|
| GrafTech International Ltd. | Public (prior) | Chairman/CEO/President/CFO/Director | No current role; past ties in graphite/electrode markets |
| Global Graphite Group LLC | Private | Co-Founder | Thematic overlap in advanced materials; no related-party transactions disclosed |
There were no related party transactions in 2024 per NGCR oversight; NGCR reviews and approves any potential conflicts .
Expertise & Qualifications
- Financial and operational leadership (former CFO, CEO, Chairman) with global enterprise experience across advanced materials and industrial operations .
- Governance expertise via chairmanship of Compensation & Human Capital Committee; oversight of equity plans, clawbacks, and pay-for-performance architecture .
- Sector-relevant experience in graphite/advanced materials, complementary to Materion’s portfolio .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Craig S. Shular | 55,812 | <1% | Includes 49,903 deferred shares under Director Plan |
Ownership framework:
- Director stock ownership requirements disclosed as 4x cash retainer for non-employee directors .
- Company states it increased required stock ownership for CEO and non-employee directors to six times salary from five in 2025 (company-wide policy update) .
- No hedging or pledging activities per corporate governance practices .
Governance Assessment
- Committee roles and effectiveness: As Chair of the Compensation and Human Capital Committee, Shular influences incentive design (MIP/PRSU metrics) and equity plan governance, including clawback policies and prohibition on repricing—supportive of investor-aligned pay-for-performance .
- Independence and engagement: Independent status, executive sessions each meeting, and minimum attendance thresholds met; Board met 5 times; Compensation and NGCR committees met 5 times each—indicates consistent engagement .
- Alignment and ownership: Significant beneficial ownership with substantial deferred stock units; director equity grants are time-based RSUs with election to defer, enhancing long-term alignment .
- Shareholder signals: Strong say-on-pay support (94%) in 2024 under Shular’s committee leadership; continued use of objective targets and multi-year PRSU metrics .
- Controls, clawbacks, and risk: NYSE-compliant clawback policy plus supplemental clawback and detrimental-activity recapture embedded in awards; audit oversight of cyber risk; NGCR oversight of ESG/climate; Majority Voting Policy for directors—robust guardrails .
- RED FLAGS: None disclosed for 2024—no related party transactions, no director Section 16 delinquencies; note that deferred director units under the 2025 Plan are paid out upon Change in Control (single-trigger for director deferrals), which investors should monitor for alignment optics .
Overall, Shular’s compensation and governance posture—committee leadership, independent status, equity deferral, and pay-for-performance oversight—supports investor confidence, with monitoring advisable on the director deferral change-in-control payout feature and evolving ownership guideline disclosures .