Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. OnNovember 1, 2021 ,GrafTech International Ltd. (the "Company") announced thatQuinn J. Coburn expressed his intention to retire from his position as Chief Financial Officer, Vice President Finance and Treasurer, effectiveNovember 29, 2021 , but will remain with the Company as Senior Vice President through the 2022 Annual Meeting of Stockholders expected to be held onMay 12, 2022 to help ensure a seamless transition. There have been no changes toMr. 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 onNovember 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, fromJanuary 2017 toFebruary 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 fromMarch 2012 toDecember 2016 . Most recently,Mr. Flanagan served as Chief Financial Officer ofBenesch, Friedlander, Coplan & Aronoff, LLP , an AmLaw 200 law firm, sinceJune 2019 . He has a B.S. in Accounting from theUniversity of Dayton and is a Certified Public Accountant licensed inOhio . The Company intends to enter into an indemnification agreement withMr. Flanagan . The form of indemnification agreement was previously filed with theSecurities and Exchange Commission onMarch 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 betweenMr. 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 involvingMr. 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 ofMr. 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
1 , 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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