GRAFTECH INTERNATIONAL LTD. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2020 , the Board of Directors (the "Board") of GrafTech
International Ltd. (the "Company") increased its size to provide for an
additional director and appointed Leslie D. Dunn as director of the Company
effective as of August 5, 2020 . With the addition of Ms. Dunn , the Board is now
comprised of nine directors. Ms. Dunn was appointed as a Class I director whose
term expires in 2022. It is anticipated that Ms. Dunn will be appointed to one
or more committees of the Board at a later date. The Board has affirmatively
determined that, at August 5, 2020 , Ms. Dunn is an independent director under
the corporate governance standards of the New York Stock Exchange ("NYSE").
Ms. Dunn is an experienced executive, legal and governance professional. Since
2007, Ms. Dunn has been an independent director of the Federal Home Loan Bank of
Cincinnati , chairing its Governance Committee in addition to serving on its
Audit and Compensation Committees. Since 2015, she has also been a director of
New York Community Bancorp, Inc. (NYSE: NYCB), where she serves on the Audit,
Compensation, Risk Assessment, and Nominating and Corporate Governance
Committees. She previously served from 2012 to 2018 as an independent director
of E&H Family Group, Inc. , a family-owned private company that operated chains
of supermarket and hardware stores in Ohio , where she served as Chair of the
Compensation Committee and a member of the Finance Committee . Ms. Dunn's prior
board experience also includes over 15 years as a director of Telarc
International Corporation , a privately-held, world leading classical and jazz
recording company.
Ms. Dunn previously was the Senior Vice President of Business Development and
General Counsel of Cole National Corporation , a NYSE-listed specialty retailer,
from 1997 until its sale in 2004. In addition to leading the development and
implementation of Cole's acquisition growth strategy, she was responsible for
public disclosures, investor communications and government affairs, and was the
principal corporate governance advisor to its board. Prior to joining Cole, Ms.
Dunn was a partner in the Business Practice Group of the Cleveland office of
Jones Day , a global law firm, and previously was a partner in the corporate
practice of Squire Sanders & Dempsey (now Squire Patton Boggs ). Ms. Dunn
received her law degree from Case Western Reserve University School of Law and
received her A.B. degree from Mount Holyoke College .
Upon appointment to the Board, as a non-employee director, Ms. Dunn became
entitled to an annual retainer of $125,000 , payable in equal installments at the
end of each quarter. All out-of-pocket business travel and accommodation
expenses will be reimbursed. Ms. Dunn will be required, within five years of
joining the Board, to acquire shares or share equivalents in the Company having
an aggregate value equal to at least three times the then annual retainer
($375,000 initially). Prior to achieving this, Ms. Dunn will receive fifty
percent of the annual retainer in deferred share units ("DSUs"), which will be
fully vested upon grant. Directors may also elect to receive a portion of their
annual cash retainer in DSUs voluntarily. DSUs will count towards the minimum
holding requirement. After achieving the threshold, there will not be any
further requirement for her to receive her compensation in the form of
additional DSUs. As with all directors, however, the share ownership threshold
test will be calculated each year in December and in the event that a director
who previously met the threshold no longer does, that director will need to
acquire more common shares or to elect to receive a portion of his or her annual
retainer in DSUs for the following year in order to satisfy the minimum share
ownership test by the following December. All DSUs will accrue dividend
equivalents that will be credited to the director as additional DSUs. There are
no arrangements or understandings between Ms. Dunn and any other person pursuant
to which she was selected as a director.
There are no related person transactions involving Ms. Dunn that would require
disclosure pursuant to Item 404(a) of Regulation S-K.
The Company intends to enter into an Indemnification Agreement with Ms. Dunn .
The form of Indemnification Agreement was previously filed with the SEC on March
26, 2018 as Exhibit 10.15 to the Company's Registration Statement on Form S1/A
(Registration No. 333223791) and is incorporated herein by reference.
A copy of the press release issued by the Company announcing the election of Ms.
Dunn is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of
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