EAF GrafTech International Ltd

April 3, 2025

Dear Stockholders:

We are pleased to invite you to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of GrafTech International Ltd. The Annual Meeting will be held on Thursday, May 8, 2025, at 8:00 a.m. Eastern Time. The Board of Directors has determined the Annual Meeting will be held in a virtual format via the Internet again this year.

Details about the business to be conducted at the Annual Meeting can be found in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. Your vote is important. The Annual Meeting will be held in a virtual format only. Regardless of whether you plan to attend the virtual Annual Meeting, we urge you to vote your shares as soon as possible. You may vote using the enclosed proxy card or voting instruction form by completing, signing and dating it, and then returning it by mail. Also, you may submit your vote by telephone or through the Internet. If telephone or Internet voting is available to you, instructions will be included on your proxy card or voting instruction form. Additional information about voting your shares is included in the proxy statement.

On behalf of the Board of Directors, thank you for your continued interest and support.

Sincerely,

Henry R. Keizer		Timothy K. Flanagan
Director and Chairman of the Board		Director, Chief Executive Officer and President

Notice of Annual Meeting of Stockholders

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of GrafTech International Ltd. (“GrafTech”, “we”, “our” or the “Company”) for use at the Annual Meeting to be held on May 8, 2025, at 8:00 a.m. Eastern Time, or at any adjournment or postponement thereof, for the purposes set forth herein. The Board has determined that the Annual Meeting will be held in a virtual format via the Internet again this year.

HOW YOU MAY VOTE

You may vote if you were a stockholder of record at the close of business on March 10, 2025 (the “Record Date”). To ensure that your shares are represented at the Annual Meeting, please vote as soon as possible by one of the following methods:

•				By Internet.		•				By Mail.
•				By Telephone.		•				Online, during the virtual Annual Meeting.

For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 81 of the accompanying proxy statement (the “Proxy Statement”).

Whether or not you expect to attend the virtual Annual Meeting, please vote as soon as possible to ensure representation of your shares at the Annual Meeting. You may vote your shares over the Internet, by telephone or by mail (as applicable) by following the instructions on the proxy card or voting instruction form. More information about registering for and attending the virtual Annual Meeting is included in the “Questions & Answers” section of the accompanying Proxy Statement. Except as otherwise noted, the information herein and in the accompanying Proxy Statement is as of March 26, 2025, the date we commenced printing in order to commence mailing on or about April 3, 2025. Proxy materials are being mailed or made available on or about April 3, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 8, 2025: The Proxy Statement and the 2024 Annual Report to Stockholders are available at: www.envisionreports.com/EAF.

Proxy Statement Guide

The following pages provide a summary of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before submitting your vote.

2025 Annual Meeting of Stockholders Information

Proposals To Be Voted on and Board Recommendations

Proposal				Board’s Voting Recommendation		Page Reference  (for more detail)
Proposal 1		Elect Two Directors for a Three-Year Term or Until Their Successors are Elected and Qualified		FOR each nominee		29
Proposal 2		Ratify the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2025		FOR		39
Proposal 3		Approve, on an Advisory Basis, our Named Executive Officer Compensation		FOR		42
Proposal 4		Vote, on an Advisory Basis, on the Frequency of the Advisory Vote on our Named Executive Officer Compensation		EVERY ONE YEAR		43

2024 Business Summary

Financial and Operating Performance

We successfully delivered on our stated initiatives for 2024 to grow volume and market share, to cut costs and to manage our working capital and capital expenditure levels. Sales volume increased 13% compared to 2023. Net sales decreased $81.7 million, or 13%, from $620.5 million in 2023 to $538.8 million in 2024, primarily reflecting a decrease in the weighted-average realized price for volume derived from short-term agreements and spot sales (“non-LTA”) and a shift in the mix of our business from volume derived from our take-or-pay agreements that had initial terms of three-to-five years (“LTA”) to volume derived from non-LTAs. These factors were partially offset by the increase in total sales volume in 2024, compared to 2023. Net loss for 2024 was $131 million compared to a net loss of $255 million in 2023. Results for 2023 included a goodwill impairment charge of $171 million and a lower of cost or market inventory valuation adjustment of $12 million. Adjusted EBITDA⁽¹⁾ for 2024 was $2 million, compared to adjusted EBITDA of $20 million in the prior year. The year-over-year decline primarily reflected the impact of lower weighted-average realized prices and a shift in the mix of our business from LTA volume to non-LTA volume, with these factors partially offset by a 23% reduction in cash cost of goods sold per metric ton (“MT”)⁽¹⁾ basis for 2024, compared to 2023, which

significantly exceeded initial expectations for our cost rationalization and footprint optimization initiatives. We also reduced working capital levels by approximately $40.0 million. Adjusted Net Loss⁽¹⁾ increased $5.3 million from $100.8 million in 2023 to $106.1 million in 2024.

We are taking further actions to accelerate our path to normalized levels of profitability and support our ability to invest in our business. These include initiatives to optimize our order book and actively shift the geographic mix of our business to regions where there is an opportunity to capture higher average selling prices. In addition, we have informed our customers of our intention to increase prices by 15% on volume that is not yet committed for 2025. These actions reflect our ongoing commitment to protect our position as the steel industry’s preeminent supplier of graphite electrodes, leading-edge technical support and high-quality petroleum needle coke.

The following graphs show our Sales Volume, Net Sales, Net Loss, Adjusted Net Loss and Adjusted EBITDA for 2023 and 2024.

Key Operating Metrics

We use certain operating metrics to analyze the performance of our Company. The key operating metrics consist of sales volume, production volume, production capacity and capacity utilization. These metrics align with management’s assessment of our revenue performance and profit margin, and will help stakeholders understand the factors that drive our profitability. We reported sales volume of 103.2 thousand MT in 2024, an increase of 13% compared to 2023. The amount of graphite electrodes we produced in 2024 increased by 10.4%, from 88.1 thousand MT in 2023 to 97.3 thousand MT in 2024. Our capacity utilization increased to 55% in 2024 compared to 44% in 2023.

As of December 31, 2024, our stated production capacity was approximately 178 thousand MT⁽¹⁾⁽²⁾ through our primary manufacturing facilities in Calais, Pamplona and Monterrey. On February 14, 2024, the Company announced a cost rationalization and footprint optimization plan in response to

persistent softness in the commercial environment. This included an indefinite suspension of production activities at our St. Marys facility, with the exception of graphite electrode and pin machining. We also indefinitely idled certain assets within our remaining graphite electrode manufacturing footprint. As a result of these initiatives, our stated production capacity was reduced from approximately 202 thousand MT in 2023 to approximately 178 thousand MT⁽²⁾ in 2024.

⁽¹⁾ Production capacity reflects expected maximum production volume during the period depending on product mix and expected maintenance outage. Actual production may vary.

⁽²⁾ Includes graphite electrode facilities in Calais, France; Monterrey, Mexico; and Pamplona, Spain. While maintaining the capability to produce up to 28,000 MT of graphite electrodes and pins on an annual basis at our St. Marys, Pennsylvania facility, most production activities at St. Marys have been suspended. The wind down of these production activities was completed in the second quarter of 2024. Remaining activities at St. Marys are limited to machining graphite electrodes and pins sourced from our other plants.

⁽³⁾ Capacity utilization reflects production volume as a percentage of production capacity.

Strengthening Our Capital Structure and Liquidity

We continue to have adequate liquidity in 2025 as we navigate the persistent softness in the commercial environment. On December 23, 2024, we completed a series of capital transactions which provided incremental liquidity and extended our debt maturities. As of December 31, 2024, we had liquidity of $464.2 million, consisting of $108.0 million of availability under our revolving credit facility, $100.0 million available under our first lien term loan facility and cash and cash equivalents of $256.2 million. As of December 31, 2024, we had gross debt of approximately $1.1 billion.

Sustainability and Governance

For more than 100 years, we have been manufacturing graphite electrode products that are essential to the production of electric arc furnace (“EAF”) steel. EAF steelmaking directly supports the circular economy—as EAF steelmaking recycles scrap-based raw materials into new steel that is infinitely recyclable. EAF steelmaking is more environmentally friendly than blast furnace steelmaking, generating significantly less carbon dioxide emissions compared to a blast furnace facility according to the Steel Manufacturers Association.

Values and Culture

Our success is only possible with the hard work of our global team and their commitment to upholding our core values of Safety, Environment, and Quality, what we internally refer to as “SEQ.” These values focus our attention on a core mission for GrafTech: providing a safe work environment for all employees, environmental stewardship, and delivering superior product quality. We are committed to health and safety excellence and promoting the well-being of our people. We strive to improve our safety performance by focusing on programs and initiatives that hold all employees—from executives to the plant floor—accountable for keeping everyone safe, every day, across our global organization.

Our Approach to Sustainability

Sustainability is fundamental to our business strategy and culture. Ultimate responsibility for sustainability is held by our Sustainability Steering Committee, which includes our senior leadership team, which is composed of the Chief Executive Officer (“CEO”) and President; Chief Financial Officer and Senior Vice President; Executive Vice President, Chief Operating Officer, Interim Chief Legal Officer and Corporate Secretary; Vice President, Investor Relations and Treasurer; and Senior Vice President, Commercial and CTS. Our Sustainability Steering Committee is responsible for defining our sustainability and governance mission and developing, implementing, and overseeing the company-wide sustainability and governance strategy. The Sustainability Steering Committee is supported by our Sustainability working groups, which are composed of cross-functional subject matter experts and includes representatives from our environmental, health, and safety; legal; finance; communications; engineering; procurement; human resources and commercial groups. The working groups are responsible for developing and implementing programs and initiatives that support our sustainability and governance strategy, including tracking and reporting on key performance indicators, providing data and support for sustainability and governance-related disclosures, and identifying and prioritizing opportunities and strategies to improve our sustainability and governance performance. As part of our continuous improvement efforts, the capital planning process includes a review of the sustainability and governance impacts to ensure they are considered in the project approval process. A review of our sustainability and governance initiatives and metrics is shared in our monthly business review meetings. The senior leadership team also provides sustainability and governance strategy updates, including metrics, to the Board on a quarterly basis.

Our Director Nominees

Under our Amended and Restated Certificate of Incorporation (the “Amended Certificate of Incorporation”), the number of directors is fixed by our Board but will not be fewer than three directors, nor more than eleven directors. Our Board currently consists of nine members and is divided into three classes of directors, with Class I containing three directors, Class II containing three directors and Class III containing three directors, and with the directors typically serving three-year terms.

You are being asked to vote on the re-election of two directors. The terms of the directors in Class I expire at the Annual Meeting. Michel J. Dumas and Eric V. Roegner are standing for re-election at the Annual Meeting as Class I directors. Diego Donoso, a Class I director, will not stand for re-election at the Annual Meeting. If both Class I director nominees are elected, the Board will consist of eight members. Each of these director nominees were recommended for nomination to the Board by the Nominating and Corporate Governance Committee. If elected, Messrs. Dumas and Roegner will hold office for a three-year term until the 2028 Annual Meeting or until their successor is elected and qualified, subject to earlier retirement, resignation or removal.

Detailed information about each director’s background, skill set and areas of expertise can be found beginning on page 31.

Committees

Name and Principal Occupation

Age

Director Since

Independent

AC

HC

NCG

Class I Directors serving until 2025:

Michel J. Dumas Former Executive Vice President, Finance and Chief Financial Officer of Tembec, Inc.

66

2018

CC, F

Eric. V. Roegner Executive Vice President, Integration and Special Projects of Amcor plc

55

2025

AC = Audit Committee HC = Human Resources and Compensation Committee

NCG = Nominating and Corporate Governance Committee C = Chairman of the Board

CC = Committee Chair F = AC Financial Expert

Our Returning Directors

The table below provides select information about each of our Directors whose terms will continue following the Annual Meeting and who are not up for re-election this year. Detailed information about each director’s background, skill set and areas of expertise can be found beginning on page 31.

Committees

Name and Principal Occupation

Age

Director Since

Independent

AC

HC

NCG

Class II Directors serving until 2026:

Jean-Marc Germain Chief Executive Officer of Constellium SE

59

2021

Henry R. Keizer Former Deputy Chairman and Chief Operating Officer of KPMG

68

2021

C

Timothy K. Flanagan Chief Executive Officer and President of GrafTech International Ltd.

47

2024

Committees

Name and Principal Occupation

Age

Director Since

Independent

AC

HC

NCG

Class III Directors serving until 2027:

Sachin Shivaram Chief Executive Officer of Wisconsin Aluminum Foundry Company, Inc.

44

2025

Debra Fine Chair and Founder of Fine Capital Partners

65

2021

F

CC

Anthony R. Taccone Founding Partner and Co-Owner of First River LLC

64

2018

CC

AC = Audit Committee HC = Human Resources and Compensation Committee

NCG = Nominating and Corporate Governance Committee C = Chairman of the Board

CC = Committee Chair F = AC Financial Expert

Board of Directors Snapshot

On January 26, 2024, Catherine L. Clegg tendered her notice from the Board, effective immediately, due to personal reasons and the Board immediately thereafter reduced the size of the Board to seven members. On March 26, 2024, the Board appointed Timothy K. Flanagan to serve as a director and increased the size of the Board from seven to eight members.

On December 15, 2024, Marcel Kessler tendered his notice to resign from the Board effective December 31, 2024.

On January 10, 2025, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Nilesh Undavia, who beneficially owned approximately 6.7% of the outstanding common stock of the Company as of the date thereof. Pursuant to the Cooperation Agreement, the Company appointed Sachin Shivaram to the Board on January 10, 2025, effective immediately, as a Class III director whose term will expire at the 2027 annual meeting of stockholders of the Company. In contemplation of the Company’s obligation of the Cooperation Agreement and in accordance with the Company’s Amended Certificate of Incorporation that requires the classes of the Board shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board, Mr. Flanagan, then a Class I director, submitted his resignation from the Board on January 10, 2025, effective immediately, and was immediately reappointed to the Board as a Class II director whose term will expire at the 2026 annual meeting of stockholders of the Company. In addition, pursuant to the Cooperation Agreement, the Company and Mr. Undavia identified Eric V. Roegner as a mutually agreeable independent candidate for nomination to the Board. On March 7, 2025, the Company appointed Mr. Roegner to the Board as Class I director whose term will expire at the Annual Meeting.

Diego Donoso, a director since 2023, has not been nominated by the Board to stand for re-election at the Annual Meeting, and we thank him for his service to the Company.

The Board increased the size of the Board to nine members effective as of Mr. Roegner’s appointment and will reduce the size of the Board to eight members effective as of the expiration of Mr. Donoso’s term at the Annual Meeting.

The following charts and information reflect our Board after giving effect to Ms. Clegg’s resignation in January 2024, Mr. Flanagan’s appointment in March 2024, Mr. Kessler’s resignation in December 2024, Mr. Shivaram’s appointment in January 2025, the Board’s decision to increase the size of the Board to nine members and appoint Mr. Roegner to the Board in March 2025.

Corporate Governance

The business and affairs of GrafTech are managed under the direction of the Board. The primary function of the Board is oversight. The Board, in exercising its business judgment, plays an active role in formulating strategy, overseeing its implementation and overseeing the Company’s business, operational, financial and regulatory risks, as the steward of the Company for the benefit of its stockholders.

Our Board and Committee Structure

Following Ms. Clegg’s resignation in January 2024, Mr. Flanagan’s appointment in March 2024, Mr. Kessler’s resignation in December 2024 and Mr. Shivaram’s appointment in January 2025, the size of the Board was set at eight members. In March 2025, concurrent with the appointment of Mr. Roegner to the Board, the size of the Board was increased to nine members and will remain at nine members until the expiration of Mr. Donoso’s term at the Annual Meeting at which time the size of the Board will be reduced to eight members. The Board has established three standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Nominating and Corporate Governance Committee and the Human Resources and Compensation Committee. Each of the committees operates under its own written charter adopted by the Board and available on our website.

GrafTech’s Corporate Governance Guidelines provide that directors are expected to attend Board meetings and meetings of committees on which they serve, to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities and to ensure that other existing and future commitments do not materially interfere with their responsibilities as members of the Board.

Executive Compensation

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we provide our stockholders the opportunity to vote, on a non-binding, advisory basis, to approve the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement. We are again asking you to approve, on an advisory basis, the compensation of our NEOs, as disclosed in this Proxy Statement. We are currently conducting this advisory vote, commonly known as a “say-on-pay” vote, every year. Subject to the outcome of the advisory vote on the frequency of the say-on-pay vote (Proposal 4), commonly known as a “say-on-frequency” vote, we expect to continue holding the say-on-pay vote annually, with the next vote expected to occur at our annual meeting of stockholders to be held in 2026. Following the say-on-frequency vote at the Annual Meeting, we expect to hold the next say-on-frequency vote at our annual meeting of stockholders to be held in 2031. For more information, please see “Proposal 3 Approve, on an Advisory Basis, our Named Executive Officer Compensation” and “Proposal 4 Vote, on an Advisory Basis, on the Frequency of the Advisory Vote on our Named Executive Officer Compensation.”

Compensation Philosophy

We believe that NEO compensation should be focused on promoting Company performance and stockholder value. To achieve these goals, our NEO compensation program emphasizes pay-for-performance and aligning the interests of our NEOs with those of our stockholders through the use of long-term incentives and the encouragement of equity ownership. Under our pay-for-performance philosophy, a substantial component of executive compensation is variable and directly or indirectly tied to Company financial and operational performance. The goal is to reward our executive team for their leadership in meeting key near-term goals and objectives while also positioning the Company to generate sustainable long-term stockholder value.

In addition, our NEO compensation program is designed to be competitive with our peers and allows us to recruit, retain and motivate employees who play a significant role in our current and future success. Please read the “Compensation Discussion and Analysis” section below and the related tables and narratives for more information about the compensation of our NEOs.

General

Our Board is committed to strong corporate governance practices and dedicated to ensuring that GrafTech is managed for the long-term benefit of our stockholders and other stakeholders. To fulfill this role, the Board and its committees meet throughout the year and engage in meaningful discussions with management to ensure that the Board is informed regarding the Company’s activities, operating plans and strategic initiatives.

To promote compliance with applicable corporate governance standards and remain aligned with best practices demonstrated by other similarly situated public companies, the Board has adopted corporate governance principles and procedures, which it reviews and amends as necessary. We also regularly review guidance and interpretations provided by the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”).

Availability of Corporate Governance Materials

You can access our Audit Committee Charter, Human Resources and Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Code of Conduct and Ethics, and Corporate Governance Guidelines in the “Investors” section of our website, www.graftech.com. Information on, or accessible through, our website is not part of this Proxy Statement. We have included our website only as an inactive textual reference and do not intend it to be an active link to our website. You may also request that the above documents be mailed to you by writing to: GrafTech International Ltd., 982 Keynote Circle, Brooklyn Heights, OH 44131, Attention: Investor Relations.

Board of Directors

Our business and affairs are managed under the direction of our Board. Under our Amended Certificate of Incorporation, the number of directors is fixed by our Board, but will not be fewer than three directors, nor more than eleven directors. The Board currently consists of nine directors.

Our Amended Certificate of Incorporation provides that our Board be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows:

Diego Donoso, a director since 2023, has not been nominated by the Board to stand for re-election at the Annual Meeting, and we thank him for his service to the Company. In addition, pursuant to the Cooperation Agreement, the Company and Mr. Undavia identified Mr. Roegner as a mutually agreeable independent candidate for nomination to the Board. On March 7, 2025, the Company appointed Mr. Roegner to the Board as Class I director whose term will expire at the Annual Meeting. As a result, the Board increased the size of the Board to nine members effective as of Mr. Roegner’s appointment and will reduce the size of the Board to eight members effective as of the expiration of Mr. Donoso’s term at the Annual Meeting.

The classification of the Board as described above and the other provisions of the Amended Certificate of Incorporation may be amended only by the affirmative vote of the holders of 66-2/3% or more of the voting power of our outstanding common stock.

The Board expects a director to tender such director’s resignation if the director fails to receive the required number of votes for re-election. Our By-Laws provide that the presence of a majority of the total number of directors will be required to constitute a quorum. Our By-Laws further provide that the Board shall elect at least a Chief Executive Officer, Chief Financial Officer, President, Treasurer, and Secretary, and may elect other officers such as a Chairman, as may from time to time appear necessary or advisable in the conduct of the affairs of the Company. While this matter relates to corporate governance, it also relates to succession planning, and it is in the best interests of the Company for the Board to make a determination with respect to this matter on a case-by-case basis as part of the succession planning process. Currently, our Chairman is Henry R. Keizer and our CEO and President is Timothy K. Flanagan. The Nominating and Corporate Governance Committee will periodically consider the size and structure of the Board and report the results of its review and any recommendations for change to the Board.

Director Independence

Our Board has undertaken a review of the independence of the directors on our Board. Based on this review, the Board has determined that eight members of the Board (Diego Donoso, Michel J. Dumas, Debra Fine, Jean-Marc Germain, Henry R. Keizer, Eric V. Roegner, Sachin Shivaram and Anthony R. Taccone), qualify as “independent” under the NYSE listing standards. Mr. Flanagan does not qualify as independent under the NYSE listing standards as Mr. Flanagan serves as our CEO and President. Our Board previously undertook a review of the independence of our former members. Based on this review, former member Catherine L. Clegg qualified as “independent” under the NYSE listing standards. Former member Marcel Kessler did not qualify as “independent” under the NYSE listing standards given his previous employment with the Company.

In making these determinations, our Board considered any current and prior relationships or transactions that each director has with the Company and other information provided by each director concerning his or her background, employment and affiliations, including the beneficial ownership of our capital stock by each director and the transactions involving them described in “— Director Compensation Program” and “Certain Relationships and Related Party Transactions.” Our Board considered the Company’s purchases in 2024 of access to steel industry research data from a company of which Anthony R. Taccone is a partner, which in the aggregate, were well below $120,000. The Board concluded that these transactions would not interfere with Mr. Taccone’s exercise of independent judgment in carrying out the responsibilities of a director and thus did not impair his independence. The Board also considered that Mr. Keizer serves as a trustee of the BlackRock Multi-Asset Fund Complex where he serves as a director of approximately 150 registered investments

companies within the fund complex and as of December 31, 2024 BlackRock then-owned approximately 6.3% of our common stock and that such position did not interfere with his independence.

Committees of the Board of Directors

The Board has established three standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Nominating and Corporate Governance Committee and the Human Resources and Compensation Committee. Each of the committees operates under its own written charter adopted by the Board, which are available on our website. The membership and the function of each of the existing committees are described below.

		Audit Committee		Nominating and Corporate Governance Committee		Human Resources and   Compensation Committee
Diego Donoso
Michel J. Dumas		CC
Timothy K. Flanagan
Debra Fine				CC
Jean-Marc Germain
Henry R. Keizer
Eric V. Roegner
Sachin Shivaram
Anthony R. Taccone						CC

CC = Committee Chair

Audit Committee

The Audit Committee:

Our Board has determined that (i) the members of the Audit Committee, Michel J. Dumas, Diego Donoso, Debra Fine, Eric V. Roegner and Sachin Shivaram, are independent directors, (ii) each director appointed to the Audit Committee is financially literate and (iii) Michel J. Dumas and Debra Fine are our Audit Committee financial experts. During fiscal year 2024, our Audit Committee held five meetings. Our Audit Committee operates under a written charter that satisfies the applicable rules of the SEC and the NYSE listing standards.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee:

Our Board has determined that the members of the Nominating and Corporate Governance Committee, Debra Fine, Michel J. Dumas, Jean-Marc Germain and Anthony R. Taccone, are independent directors. During fiscal year 2024, our Nominating and Corporate Governance Committee held seven meetings. Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable rules of the SEC and the NYSE listing standards.

Human Resources and Compensation Committee

In general, the Human Resources and Compensation Committee:

Our Board has determined that the members of the Human Resources and Compensation Committee, Anthony R. Taccone, Diego Donoso, Jean-Marc Germain, Eric V. Roegner and Sachin Shivaram, are independent directors. During fiscal year 2024, our Human Resources and Compensation Committee held seven meetings. Our Human Resources and Compensation Committee operates under a written charter that satisfies the applicable rules of the SEC and the NYSE listing standards. Under the written charter, which is reviewed at least annually, the Human Resources and Compensation Committee may delegate any of its responsibilities to a subcommittee comprised of one or more of its members, as appropriate, subject to applicable law. The Human Resources and Compensation Committee may also delegate, in writing, any of its powers and authority under the Company’s Omnibus Equity Incentive Plan (“Equity Plan”) to a subcommittee. Certain equity grant authority of the Human Resources and Compensation Committee may be delegated under the Equity Plan to subcommittees of the Board or certain officers of the Company, subject to applicable law. Further, certain administrative authority under the Equity Plan may be delegated by the Human Resources and Compensation Committee to certain of our officers or employees, subject to applicable law and the provisions of the Equity Plan. For more information about the roles our executive officers and the compensation consultant to the Human Resources and Compensation Committee have in determining or recommending executive compensation, please see the “Compensation Discussion and Analysis” (“CD&A”) disclosure below. For more information about our director compensation program, please see the “Director Compensation Program ” disclosure below.

Compensation Committee Interlocks and Insider Participation

None.

Code of Conduct and Ethics

Our Board has adopted a code of conduct and ethics applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the listing standards of the NYSE. Any waiver (including an implicit waiver) from a provision of our Code of Conduct and Ethics granted to, or any amendment (other than technical, administrative or other non-substantive amendments) of the Code

of Conduct and Ethics that applies to, our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions will be promptly disclosed as required by applicable U.S. federal securities laws and the listing standards of the NYSE on our website at https://www.graftech.com under “Governance” in the Investors section or in a Current Report on Form 8-K filed electronically with the SEC at www.sec.gov. Information on, or accessible through, our website is not part of this Proxy Statement. We have included our website only as an inactive textual reference and do not intend it to be an active link to our website.

Board Meetings

During fiscal year 2024, our Board held 16 meetings, including regularly scheduled and special meetings. Our directors’ average attendance was 95%, and each current director (other than Messrs. Roegner and Shivaram as they were not directors during 2024) as well as former director, Marcel Kessler, attended at least 75% of the aggregate number of 2024 meetings of our Board and the committees on which he or she served. We encourage, but do not require, our directors to attend each annual meeting of stockholders. All of our then-current directors attended the 2024 annual meeting of stockholders.

Director Skills and Qualifications Criteria

The Nominating and Corporate Governance Committee reviews at least annually the skills, qualifications and characteristics for election of new and continuation of existing directors. The criteria considered in selecting director nominees reflect applicable law, the listing standards of the NYSE, as well as a candidate’s integrity, strength of character, judgment, business experience, specific areas of expertise, ability to devote sufficient time to attendance at and preparation for Board meetings and factors relating to the composition of the Board (including its size and structure). The Nominating and Corporate Governance Committee will consider qualified nominees recommended by stockholders for membership on the Board. If a stockholder wishes to recommend an individual for membership on the Board, that recommendation can be sent to the attention of the Corporate Secretary, GrafTech International Ltd., 982 Keynote Circle, Brooklyn Heights, Ohio 44131. Stockholders proposing director nominations must comply with the advance notice and specific information requirements in our By-Laws, which include, among other things, the disclosure of hedging, derivative interests and other material interests of the nominating stockholder and director nominee. In addition, each director nominee proposed by a stockholder is expected to tender an irrevocable advance resignation in accordance with our By-Laws and Corporate Governance Guidelines.

The Nominating and Corporate Governance Committee recommends to the Board all nominees to be proposed by the Company for election to the Board, as well as actions with respect to individuals nominated by third parties.

Directors whose positions, responsibilities or commitments change materially after they were elected to the Board are required to inform the Nominating and Corporate Governance Committee and volunteer to resign from the Board so that the Nominating and Corporate Governance Committee may have an opportunity to review the appropriateness of continued membership under the circumstances, including with respect to independence, and make recommendations to the Board, which could accept the volunteered resignation but need not do so.

Directors are expected to serve on at most a limited number of other public company boards. Prior to accepting an invitation to serve on another public company board, directors must advise the Nominating and Corporate Governance Committee and must receive written confirmation from the head of the legal department that there are no legal or regulatory impediments to such service.

The Nominating and Corporate Governance Committee leads the effort to identify and recruit candidates to join the Board. The Nominating and Corporate Governance Committee utilizes a variety of methods and processes to identify potential director candidates, including through reputable third-party search firms, unsolicited recommendations from other third-party search firms, and referrals from current or past members of the Board. In this context, the Nominating and Corporate Governance Committee’s view is that the Board should reflect a balance between the experience that comes with longevity of service on the Board and the need for renewal and fresh perspectives. As such, the Nominating and Corporate Governance Committee does not support mandatory director term limits as a Board turnover mechanism. However, in order to encourage Board refreshment, directors will not be up for re-election when their class is otherwise up for re-election for a new three-year term if they are 75 or over or will reach the age of 75 within such term. The Nominating and Corporate Governance Committee and the Board, in their respective exercise of discretion, may elect to waive this guideline and renominate a director regardless of his or her age. The Nominating and Corporate Governance Committee does believe that periodically adding new voices to the Board can help the Company adapt to a changing business environment and Board renewal continues to be a priority.

Director Orientation and Continuing Education

All new directors participate in an orientation program (the “Orientation Program”) reasonably promptly after they are elected or appointed. The Orientation Program includes presentations by senior management and internal and independent auditors to familiarize new directors with strategic plans, significant financial, accounting and risk management issues and compliance programs (including the Company’s Code of Conduct and Ethics and other applicable policies). In addition, the Orientation Program can include visits to headquarters and, to the extent practical, certain of the significant facilities of the Company. All other directors are welcome to attend the Orientation Program.

All directors are also encouraged to participate in Continuing Education Programs offered by the NYSE and other organizations, and the Company will reimburse directors for reasonable costs associated therewith.

Director Compensation Program

Our non-employee directors receive compensation for service on the Board. The Nominating and Corporate Governance Committee is responsible for reviewing and making recommendations to the Board regarding the form and amount of compensation for our non-employee directors. All of our non-employee directors are paid under the same compensation program and our non-employee directors’ out-of-pocket business travel and accommodation expenses are reimbursed by us. Directors who are employees of the Company do not receive any additional compensation for service on our Board.

In 2022, the Nominating and Corporate Governance Committee and Board reviewed and revised the director compensation program, effective in 2023, to align the program with programs of similarly situated companies. Under the revised director compensation program, which remains unchanged since it was amended in 2022, the non-employee director annual retainer is comprised of two components: (i) a cash retainer in the amount of $100,000 and (ii) a Restricted Stock Unit (“RSU”) grant in the amount of $100,000. The RSUs generally are granted immediately after the conclusion of our annual meeting each year and generally vest in full on the six-month anniversary of the grant date. Directors who are appointed at times other than the annual meeting of stockholders generally will receive their RSU grant shortly after their appointment on similar terms, particularly if they were appointed after the annual meeting of stockholders. Directors may elect to defer their receipt of the

cash retainer and RSUs, in which case they will be awarded instead with deferred share units (“DSUs”) and deferred RSUs (“deferred RSUs” or “DRSUs”), respectively, under the Equity Plan. The DSUs and deferred RSUs can be settled in one of two ways, as elected by the director: (i) as soon as practicable following the date of termination of the director’s service in a single lump sum or (ii) in substantially equal 20% installments on the first five annual anniversaries of the date of termination of the director’s service. Accordingly, the director compensation program is as follows:

Our non-employee directors received the following compensation for service on our Board in 2024:

2024 Director Compensation Table

Director Deferred Fee Plan for Non-Employee Directors

We maintain an Amended and Restated GrafTech International Ltd. Director Deferred Fee Plan (as amended, the “Director Deferred Fee Plan”), which provides non-employee directors with the opportunity to defer payment of cash retainer fees paid for service on the Board and any committees, at their election (subject to our Non-Employee Director Stock Ownership Policy described below). Newly-elected non-employee directors are required to make an election to defer payment of cash fees on or promptly after their appointment on the Board, while existing non-employee directors are required to make their election by December 17 prior to the beginning of the next calendar year. The director year under the Director Deferred Fee Plan begins on January 1 and continues through December 31. A non-employee director who chooses to have any portion of their cash fees deferred will have an account established in which the fees that would have been paid to the non-employee director shall instead be credited with DSUs, the number of which shall be determined by dividing (i) the amount of fees payable on such date they are deferred by (ii) the closing price of one share of our common stock as reported on the NYSE on such date. All DSUs will accrue dividend equivalents that will be credited to the non-employee director as additional DSUs to the extent that the Board declares dividends on the common stock of the Company. The DSUs are fully vested and nonforfeitable at all times. All whole DSUs will be settled in shares of our common stock either in a single lump sum as soon as practicable after the non-employee director’s termination of service on the Board, or, if the non-employee director elects, in substantially equal 20% installments on the first five annual anniversaries of the date of termination of the non-employee director’s service, while any fractional DSUs will be settled in cash.

Non-Employee Director Stock Ownership Policy

The Non-Employee Director Stock Ownership Policy was reviewed and revised by the Board in December 2022. Under the revised policy, effective December 1, 2022, independent directors are required, within five years of the later of December 1, 2022 and joining the Board, to acquire shares or share equivalents of the Company having an aggregate value equal to at least $600,000 (the “Stock Threshold”). DSUs, RSUs and deferred RSUs will count towards the Stock Threshold. Any common stock received upon the vesting of RSUs must be held and may not be sold until the Stock Threshold is met. The Stock Threshold will be calculated each year on December 1 and in the event that a director who previously met the Stock Threshold no longer does, that director will need to acquire more common stock or, to the extent determined by the Board, elect to receive a portion of his or her total cash director fees in DSUs for the following director year in order to satisfy the Stock Threshold by the following December. As of March 10, 2025, all of the independent directors are expected to comply with the Non-Employee Director Stock Ownership Policy in the prescribed time frame.

Risk Oversight

The Board oversees the management of the Company’s risk exposure through the following framework: management regularly provides to the Board updated information concerning strategic, operational and emerging risks to the Company’s primary business goals and initiatives in each geographic area and each functional group, as well as the Company’s efforts to mitigate those risks.

The Board is responsible for understanding the Company’s most significant risks, ensuring that management responds appropriately, and making risk-informed strategic decisions. The Board monitors risk exposure to ensure that it is in line with the Company’s overall tolerance for, and ability to manage, risk.

Our Audit Committee, which is made up solely of independent directors who have had extensive experience in providing strategic and advisory services to other companies, assists the Board in evaluating the risks the Company faces as well as our policies for risk management and assessment.

The Audit Committee:

The Human Resources and Compensation Committee:

The Nominating and Corporate Governance Committee:

The Board’s role in risk oversight complements our leadership structure, with senior management responsible for assessing, managing and mitigating our risk exposure and the Board and its committees overseeing those efforts. We believe that this is an effective approach to addressing the risks we face and supports our current Board leadership structure, as it allows our independent directors to evaluate our risks and our risk management and assessment policies, including through the fully independent Audit Committee, with ultimate oversight by the full Board. In particular, the Human Resources and Compensation Committee has determined that none of our executive compensation policies and practices create any risks that are reasonably likely to have a material adverse effect on the Company.

Communications from Stockholders and Other Interested Parties

The Company values your feedback. Any stockholder or interested party who desires to contact the Company’s Chairman, the independent directors as a group or the other members of the Board may do so by writing to the Corporate Secretary, GrafTech International Ltd., at 982 Keynote Circle, Brooklyn Heights, Ohio 44131, Attention: Corporate Secretary. Any such communication should state the number of shares owned, if applicable. The Corporate Secretary will forward to the Chairman any such communication addressed to the Chairman, the independent directors as a group or to the Board generally, and will forward such communication to other Board members, as appropriate, provided that such communication addresses a legitimate business issue. Any communication relating to accounting, auditing or fraud will be forwarded immediately to the Chair of the Audit Committee.

Certain Relationships and Related Party Transactions

Under SEC rules, a related person is an executive officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. We have a written related party transaction policy, pursuant to which directors (including director nominees), executive officers and employees are required to report any transactions or circumstances that may create or appear to create a conflict between the personal interests of the individual and our interests, regardless of the amount involved. Our head of legal reports these transactions to the Audit Committee of the Board, which is responsible for evaluating each related party transaction and, if necessary, making a recommendation to the disinterested members of the Board as to whether the transaction at issue is fair, reasonable and within our policy and whether it should be ratified and approved. The Audit Committee, in making its recommendation, considers various factors, including the benefit of the transaction to us, the terms of the transaction and whether they are at arm’s length and in the ordinary course of our business, the direct or indirect nature of the related person’s interest in the transaction, the size and expected term of the transaction, and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards.

Other than the transactions described below, since January 1, 2024, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest.

Brookfield Tax Receivable Agreement

We and Brookfield Corporation (“Brookfield”), a former controlling stockholder of the Company, which held more than 10% of our common stock as of January 2024, entered into a tax receivable agreement (the “Tax Receivable Agreement”) in connection with our IPO. The Tax Receivable Agreement provides the right to receive future payments from us to certain of our pre-IPO stockholders (the “Existing Stockholders”) of 85% of the amount of cash savings, if any, in U.S. federal income tax and Swiss tax that we and our subsidiaries realize as a result of the utilization of certain tax assets attributable to periods prior to our IPO, including certain federal net operating losses (“NOLs”), previously taxed income under Section 959 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), foreign tax credits, and certain NOLs in GrafTech Switzerland S.A. (collectively, the “Pre-IPO Tax Assets”). In addition, we will pay interest on the payments we make to the Existing Stockholders with respect to the amount of this cash savings from the due date (without

extensions) of our tax return where we realize this savings to the payment date at a rate equal to the forward looking term rate based on the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York for a one-month period plus 0.10% plus 100 basis points per annum.

For purposes of the Tax Receivable Agreement, cash savings in income tax are computed by reference to the reduction in the liability for income taxes resulting from the utilization of the tax benefits subject to the Tax Receivable Agreement. The term of the Tax Receivable Agreement commenced on April 23, 2018 and will continue until there is no potential for any future tax benefit payments.

Our counterparties under the Tax Receivable Agreement will not reimburse us for any payments previously made if such tax benefits are subsequently disallowed (although future payments would be adjusted to the extent possible to reflect the result of such disallowance). As a result, in such circumstances we could make payments under the Tax Receivable Agreement that are greater than our actual cash tax savings.

While the actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount and timing of the taxable income we and our subsidiaries generate in the future, and our subsidiaries’ use of Pre-IPO Tax Assets, as of December 31, 2024, we expect that, based on current tax laws, payments under the Tax Receivable Agreement relating to the Pre-IPO Tax Assets will total approximately $70 million. This figure does not account for our Pre-IPO Tax Assets attributable to previously taxed income under Section 959 of the Code, the value of which is highly speculative, and certain NOLs in GrafTech Switzerland S.A., which we expected to have nominal value at the time of our IPO. As of December 31, 2024, we have made payments of approximately $63.3 million related to the Tax Receivable Agreement. We expect that, based on current tax laws, future payments under the Tax Receivable Agreement relating to the Pre-IPO Tax Assets will be approximately $6.0 million in the aggregate.

Any future changes in the utility of the Pre-IPO Tax Assets will impact the amount of the liability that will be paid to the Existing Stockholders. Changes in the utility of these Pre-IPO Tax Assets will be recorded in the provision for income taxes and any changes in the obligation under the Tax Receivable Agreement will be recorded in other (income) expense, net in the consolidated statements of operations. We plan to use cash flow from operations and availability under our credit facilities to fund this obligation.

If we undergo a Change of Control (as defined in the Tax Receivable Agreement), the Tax Receivable Agreement will terminate and we will be required to make a payment equal to the present value of future payments under the Tax Receivable Agreement, which payment would be based on certain assumptions, including those relating to our and our subsidiaries’ future taxable income. Additionally, if we sell or otherwise dispose of any of our subsidiaries in a transaction that is not a Change of Control, we will be required to make a payment equal to the present value of future payments under the Tax Receivable Agreement attributable to the Pre-IPO Tax Assets of such subsidiary that is sold or disposed of, applying the assumptions described above.

The Tax Receivable Agreement provides that in the event that we breach any of our material obligations under it, whether as a result of our failure to make any payment when due (subject to a specified cure period), failure to honor any other material obligation under it or by operation of law as a result of the rejection of it in a case commenced under the U.S. Bankruptcy Code or otherwise, then all of our payments and other obligations under the Tax Receivable Agreement will be accelerated and will become due and payable applying the same assumptions described above. Such payments could be substantial and could exceed our actual cash tax savings under the Tax Receivable Agreement.

Certain transactions by the Company could cause it to recognize taxable income (possibly material amounts of income) without a current receipt of cash. Payments under the Tax Receivable Agreement with respect to such taxable income would cause a net reduction in our available cash. For example, transactions giving rise to cancellation of debt income, the accrual of income from original issue discount or deferred payments, a “triggering event” requiring the recapture of dual consolidated losses, or “Subpart F” income would each produce income with no corresponding increase in cash. In these cases, we may use some of the Pre-IPO Tax Assets to offset income from these transactions and, under the Tax Receivable Agreement, would be required to make a payment to the Existing Stockholders even though we receive no cash from such income.

Because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of our subsidiaries to make distributions to us. To the extent that we are unable to make payments under the Tax Receivable Agreement for specified reasons, such payments will be deferred and will accrue interest at a rate of SOFR plus 0.10% plus 100 basis points per annum until paid.

In the event that any determinations must be made under or any dispute arises involving the Tax Receivable Agreement, the Existing Stockholders will be represented by Brookfield Capital Partners IV GP, Ltd. In any such instance, should any representatives of Brookfield Capital Partners IV GP then be serving on our Board, such directors will be excluded from decisions of the Board related to the relevant determination or dispute.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, requires our directors, officers and beneficial owners of 10% or more of our shares of common stock to file reports with the SEC. We assist our directors and officers by monitoring transactions and completing and filing these reports on their behalf. Based on our records and other information, we believe that all reports that were required to be filed under Section 16(a) during 2024, including all filings required by our directors and officers, were timely filed, except Colonial House Capital Limited’s initial statement of beneficial ownership on Form 3 that was due on April 21, 2024 and filed on April 26, 2024.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of March 10, 2025 regarding the beneficial ownership of our common stock by:

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose

or direct the disposition of securities or has the right to acquire such powers within 60 days. For purposes of calculating each person’s percentage ownership, common stock issuable pursuant to options exercisable or awards payable within 60 days are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all common stock shown as beneficially owned by the beneficial owner.

The percentage of beneficial ownership is based on 257,420,400 shares of common stock issued and outstanding on March 10, 2025. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o GrafTech International Ltd., 982 Keynote Circle, Brooklyn Heights, OH 44131.

* Less than 1%

Policies on Transactions in Company Stock, Including Anti-Hedging Provisions

All of our executive officers, directors and other employees are prohibited from engaging in hedging or monetizing transactions with respect to our securities. “Hedging transactions” or “monetizing transactions” can be accomplished through a number of possible mechanisms, including through the use of financial instruments (such as prepaid variable forwards, equity swaps, collars and exchange funds) or through other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities, often in exchange for all or part of the potential for upside appreciation in these securities. Because hedging transactions might permit an executive officer, director or other employee to continue to own our securities, whether obtained through our equity compensation plans or otherwise, without the full rewards and risks of ownership, such hedging or monetization transactions are prohibited.

We also prohibit our executive officers, directors and other employees from engaging in put, call or other derivative transactions relating to our securities on an exchange or in any other organized market. A put is an option or right to sell a security at a specific price before a set date, and a call is an option or right to buy a security at a specific price before a set date. Because a transaction in options in our securities would, in effect, be a bet on the short-term movement of our securities and may also focus attention on short-term performance at the expense of our long-term objectives, our executive officers, directors and other employees are prohibited from engaging in such transactions. Additionally, our executive officers, directors and other employees are also prohibited from engaging in short sales of our securities. A short sale of a security is the sale of a security that the seller does not own. Because a short sale of our securities would, in effect, be a bet that the value of the security will decline, allowing a short sale could create perverse incentives for the seller.

Under our Amended Certificate of Incorporation, the number of members of our Board is fixed from time to time by the Board and may be increased or decreased by the majority of directors then in office. The number of members will not be fewer than three directors, nor more than eleven directors. The Amended Certificate of Incorporation further provides that the directors shall be divided into three classes, designated Class I, Class II and Class III, and each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. Directors are elected by stockholders for terms of three years and hold office until their successors are duly elected and qualified. One of the three classes is elected each year to succeed the directors whose terms are expiring.

Our Board currently consists of nine members and is divided into three classes of directors, with Class I containing three directors, Class II containing three directors, and Class III containing three directors. The terms of the directors in Class I expire at the Annual Meeting. Our current Class I directors are Diego Donoso, Michel J. Dumas and Eric V. Roegner.

Michel J. Dumas and Eric V. Roegner are standing for re-election at the Annual Meeting as Class I directors. Each of these director nominees were recommended for nomination to the Board by the Nominating and Corporate Governance Committee.

If elected, Messrs. Dumas and Roegner will hold office for a three-year term until the 2028 Annual Meeting and or until their successor is elected and qualified, subject to earlier retirement, resignation or removal. Unless otherwise instructed, we will vote all proxies we receive FOR each nominee listed below. If a nominee becomes unavailable to serve, we will vote the shares represented by proxies for the election of such other person as the Board may recommend.

Required Vote

Our By-Laws require that each director receive a majority of the votes properly cast with respect to such director in uncontested elections (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). As the election of directors at the Annual Meeting is uncontested, it requires a majority of the votes cast by, or on behalf of, the holders of common stock at the Annual Meeting. Abstentions and broker non-votes are not considered as votes cast “for” or “against” a director and have no effect on the election results.

If stockholders do not re-elect a nominee who is already a director, Delaware law provides that the director continues to serve on the Board as a “holdover director.” Under our By-Laws and Corporate Governance Guidelines, each director is expected to submit an irrevocable advance resignation that will be effective if the stockholders do not re-elect him or her and the Board accepts his or her resignation. In that situation, within 90 days from the date the election results are certified, the Nominating and Corporate Governance Committee will recommend to the Board whether to accept or reject the resignation, with the Board then taking action and promptly disclosing its decision and underlying rationale in a filing with the SEC.

Nominees for Re-Election and Incumbent Directors

Relevant information about each director appears below, including certain information regarding our directors’ individual experience, qualifications, attributes and skills, and brief statements of those aspects of our directors’ backgrounds that led us to conclude that they should serve as directors.

NOMINEES FOR RE-ELECTION AS CLASS I MEMBERS OF THE BOARD OF DIRECTORS – Current Term Expiring at the 2025 Annual Meeting

CLASS II MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2026 Annual Meeting

CLASS III MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2027 Annual Meeting

Director Matrix

The following matrix summarizes the notable knowledge, skills, and experience possessed by our directors, which our Board believes are relevant to our business, as well as demographic information. The matrix does not encompass all the knowledge, skills and experiences of our directors. The knowledge, skills and experience designations and demographic information are based on responses from Board members. In addition, the absence of a particular knowledge, skill, or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area.

D = Deep Experience (limited to three responses)  E = Experienced  F = Familiarity with limited direct experience

The Audit Committee has selected, and the Audit Committee and the Board recommend stockholder ratification of, Deloitte & Touche LLP as our independent registered public accounting firm for the year ended December 31, 2025. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our consolidated financial statements.

Deloitte & Touche LLP has served as our independent registered public accounting firm since 2015. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as our independent registered public accounting firm is in the best interest of the Company and its stockholders.

Although ratification by stockholders is not required by law or by our By-Laws, the Audit Committee believes that submission of its selection to stockholders is a matter of good corporate governance. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interest of the Company and its stockholders. If our stockholders do not ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm, the Audit Committee will reconsider its selection.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they choose and will also be available to respond to appropriate questions from stockholders.

Required Vote

Approval of this ratification requires the affirmative vote of a majority of the voting power of the shares present in person or by proxy at the meeting and entitled to vote thereon. Therefore, abstentions will have the effect of votes against this proposal. NYSE rules permit brokers to vote uninstructed shares at their discretion on this proposal, so broker non-votes are not expected.

Audit Committee Report

Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an independent audit of the Company’s financial statements and internal controls over financial reporting, in accordance with standards of the U.S. Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee is also responsible for monitoring and reviewing these processes.

The Audit Committee reviewed and discussed the Company’s audited financial statements for fiscal year 2024 (ended December 31, 2024) with the Company’s management, including the acceptability and quality of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed with Deloitte & Touche LLP the audited financial statements and the matters required by the applicable requirements of the PCAOB and the SEC. Deloitte & Touche LLP provided, and the Audit Committee received, the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with Deloitte & Touche LLP its independence and has considered whether the firm’s provision of non-audit related services to the Company is compatible with maintaining such auditors’ independence.

Based on its discussions with, and its review of information provided by, management and Deloitte & Touche LLP, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

By the Audit Committee of the Board of Directors of GrafTech International Ltd.

AUDIT COMMITTEE

Michel J. Dumas (Chair)

Diego Donoso

Debra Fine

Eric V. Roegner

Sachin Shivaram

Independent Auditor Fees and Other Matters

The following table presents the aggregate fees billed for services rendered by Deloitte & Touche LLP for the fiscal years ended December 31, 2024 and 2023:

The following is a description of the nature of the services comprising the fees disclosed in the table above for each of the four categories of services.

Audit Fees. These fees relate to professional services rendered in connection with the annual audit of our consolidated financial statements; reviews of the condensed consolidated financial statements performed in connection with each of our Quarterly Reports on Form 10-Q; consultations regarding the accounting, financial reporting and audits of subsidiaries, including statutory audits required by foreign jurisdictions and audits required by the agreements related to our securitizations; and comfort letter procedures.

Audit-Related Fees. This fee relates to various energy applications and grants for one of the Company’s subsidiaries in Europe.

Tax Fees. These include fees for consulting services related to tax planning, compliance, advice and assistance with international and other tax matters.

All Other Fees. These fees relate to an annual subscription to an accounting research tool.

Audit Committee Pre-approval Policy and Procedures. The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services to be performed by our independent registered public accounting firm. This policy requires that we do not engage our independent registered public accounting firm to render audit or non-audit services unless the Audit Committee specifically approves the service in advance or the engagement is entered into pursuant to one of the pre-approval procedures described below.

From time to time, the Audit Committee may pre-approve specified types of services that we expect our independent registered public accounting firm to provide during the next 12 months. The Audit Committee or the Chair of the Audit Committee may also specifically approve any audit or non-audit services that our independent registered public accounting firm provides that has not received general pre-approval. Any approval of services by the Audit Committee or the Chair of the Audit Committee pursuant to this delegated authority is to be reported at the next meeting of the Audit Committee.

The Audit Committee approved all of the services described above in accordance with its pre-approval policies and procedures.

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we provide our stockholders the opportunity to vote, on a non-binding, advisory basis, to approve the compensation of our NEOs as disclosed in this Proxy Statement.

We believe that NEO compensation should be focused on promoting Company performance and stockholder value. To achieve these goals, our NEO compensation program emphasizes pay-for-performance and aligning the interests of our NEOs with those of our stockholders through the use of long-term incentives and the encouragement of equity ownership. In addition, our NEO compensation program is designed to allow us to recruit, retain and motivate employees who play a significant role in our current and future success. Please read the “Compensation Discussion and Analysis” section below and the related tables and narratives for more information about the compensation of our NEOs.

The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs. This vote is advisory only and is not binding. Although the vote is non-binding, our Human Resources and Compensation Committee values the opinions of our stockholders, and our Human Resources and Compensation Committee expects to consider the outcome of the vote when making future compensation decisions for our NEOs. We are currently conducting this advisory vote, commonly known as a “say-on-pay” vote, every year. Subject to the outcome of the advisory vote on the frequency of the say-on-pay vote (Proposal 4), we expect to continue holding this vote annually, with the next say-on-pay vote expected to occur at our annual meeting of stockholders to be held in 2026.

Accordingly, we ask our stockholders to vote in favor of the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and the related tables and accompanying narrative.”

Required Vote

Approval of this resolution requires the affirmative vote of a majority of the voting power of the shares present in person or by proxy at the meeting and entitled to vote thereon. Therefore, abstentions will have the effect of votes against this proposal and broker non-votes will have no effect on the outcome.

In accordance with SEC rules we are providing our stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the frequency (every one, two or three years) with which the stockholder vote to approve the compensation of our NEOs should be conducted. In accordance with those rules, we are requesting you vote to advise us as to whether you believe future votes to approve the compensation of our NEOs should occur every one, two or three years, or whether you wish to abstain from voting on this proposal.

After careful consideration, our Board has determined that an advisory vote on executive compensation that occurs every one year is the most appropriate alternative for the Company, and therefore our Board recommends that you vote for a one-year interval for future advisory votes on executive compensation.

In formulating its recommendation, our Board considered that an annual advisory vote on executive compensation will allow our stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with our policy of respecting the views of our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices. We understand that our stockholders may have different views and we look forward to hearing from our stockholders on this proposal.

You may cast your vote on your preferred voting frequency by choosing the option of every one year, two years, or three years or you may abstain from voting in response to the resolution set forth below. Note that stockholders are not voting to approve or disapprove the recommendation of the Board. You are being asked only to express your preference for a one, two or three year frequency or to abstain from voting.

Accordingly, we ask our stockholders to vote in favor of the following resolution:

“RESOLVED, that the option of every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a stockholder vote to approve the compensation of the named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules (which disclosure shall include the Compensation Discussion and Analysis and the related tables and accompanying narrative).”

Required Vote

Approval of this resolution requires the affirmative vote of a majority of the voting power of the shares present in person or by proxy at the meeting and entitled to vote thereon. If a majority of the votes are not cast for one option, the Board of Directors will consider the option of one year, two years or three

years that receives the highest number of votes cast by stockholders as the frequency for the advisory vote on executive compensation that has been selected by stockholders. Therefore, abstentions and broker non-votes will have no effect on the outcome. However, because this vote is advisory only and is not binding on the Board or the Company in any way, the Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders.

You may cast your vote on your preferred choice of voting frequency by choosing the option of voting every one year, every two years or every three years or you may abstain from voting, on the enclosed proxy card. Stockholders are not voting to approve or disapprove of the Board’s recommendation.