Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment


                 of Certain Officers; Compensatory Arrangements of Certain Officers.


On November 1, 2021, GrafTech International Ltd. (the "Company") announced that
Quinn J. Coburn expressed his intention to retire from his position as Chief
Financial Officer, Vice President Finance and Treasurer, effective November 29,
2021, but will remain with the Company as Senior Vice President through the 2022
Annual Meeting of Stockholders expected to be held on May 12, 2022 to help
ensure a seamless transition. There have been no changes to Mr. Coburn's
compensation as a result of his new position. Timothy K. Flanagan, the former
Executive Vice President, Chief Financial Officer of Cleveland-Cliffs Inc., will
join the Company as its new Chief Financial Officer, Vice President Finance and
Treasurer on November 29, 2021.
Mr. Flanagan, age 44, previously served as Executive Vice President, Chief
Financial Officer of Cleveland-Cliffs Inc., a flat-rolled steel producer and
supplier of iron ore pellets, from January 2017 to February 2019. Prior to being
promoted to Executive Vice President, Chief Financial Officer of
Cleveland-Cliffs, he held a variety of financial leadership roles at
Cleveland-Cliffs since joining in 2008, including being responsible for the
accounting, reporting, treasury and financial planning and analysis functions
and serving as the Vice President, Corporate Controller and Chief Accounting
Officer from March 2012 to December 2016. Most recently, Mr. Flanagan served as
Chief Financial Officer of Benesch, Friedlander, Coplan & Aronoff, LLP, an AmLaw
200 law firm, since June 2019. He has a B.S. in Accounting from the University
of Dayton and is a Certified Public Accountant licensed in Ohio.
The Company intends to enter into an indemnification agreement with Mr.
Flanagan. The form of indemnification agreement was previously filed with the
Securities and Exchange Commission 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.
In connection with his employment, Mr. Flanagan will receive an annual base
salary of $430,000. Mr. Flanagan's base salary for 2021 will be prorated based
on his start date. Beginning in 2022, Mr. Flanagan will participate in the
Company's performance-based annual cash incentive plan with a target opportunity
of 75% of base salary. Mr. Flanagan will also be eligible to participate in the
Company's equity-based long-term incentive program with an annual target award
of 140% of base salary, with participation beginning in 2022. In addition to the
awards being made in 2022 pursuant to the equity-based long-term incentive
program, Mr. Flanagan will receive an additional one-time grant of restricted
stock units equivalent to $150,000 in 2022. Mr. Flanagan will be eligible to
participate in Company-sponsored benefits, including health benefits, a 401(k)
plan and a defined contribution retirement plan. Mr. Flanagan will also be
eligible to receive 12 months of salary continuation as severance if his
employment is terminated without cause (subject to a customary release of
claims).
There are no family relationships between Mr. Flanagan and any other any
director or executive officer of the Company and there are no arrangements or
understandings between him and any other person pursuant to which he was
selected for his position. There are no related person transactions involving
Mr. Flanagan that would require disclosure pursuant to Item 404(a) of Regulation
S-K.
A copy of the press release issued by the Company announcing the appointment of
Mr. Flanagan is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.


                   Item 9.01   Financial Statements and Exhibits


(d) Exhibits.

99.1 Press release of GrafTech International Ltd., dated November


    1    , 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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