GTI

Item 5.02                                            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 31, 2018, GrafTech International Ltd. (the “Company”) announced that David J. Rintoul will join the Company as President and Chief Executive Officer (“CEO”) of the Company, effective March 1, 2018, replacing Jeffrey C. Dutton.  Mr. Dutton is expected to continue to serve as a director on the Company’s Board of Directors and Mr. Rintoul is expected to become a director.

Prior to joining GrafTech, Mr. Rintoul, age 60, served as President of U.S. Steel Tubular Products and as a Senior Vice President of United States Steel Corporation (“U.S. Steel”). Before that, Mr. Rintoul has served in various roles at U.S. Steel since 2007, including oversight of U.S. Steel’s Slovak and Serbian operations. Mr. Rintoul’s career in the steel industry spans 38 years with positions at both integrated and mini mill producers in the United States, Europe and Canada, including extensive mini-mill operational experience at North Star Bluescope Steel in Delta, Ohio from 2001 to 2005 and from construction through full operations at Acme Steel Company in Riverdale, Illinois from 1995 to 2001. Mr. Rintoul holds an Associate’s degree in Mechanical Engineering Technology from Sault College of Applied Arts and Technology, a Bachelor’s degree in Business Administration from Lake Superior State University and a Master’s degree in Business Administration from the University of Notre Dame.

On January 24, 2018, in connection with Mr. Rintoul’s appointment as President and CEO of the Company, the Company entered into a term sheet with Mr. Rintoul outlining the principal terms and conditions of his employment, which will be replaced and superseded by a formal letter agreement (the “Agreement”). The term sheet provides that Mr. Rintoul is entitled to an annual base salary of $625,000 and is eligible to participate in the Company’s short-term incentive plan (with a target bonus of 100% of base salary).

The term sheet also provides that Mr. Rintoul will receive a one-time grant of stock options (the “Options”) at the time of the launch of an initial public offering to purchase shares with a value on the date of grant equal to ten times his annual base salary. The term sheet provides that the Options will vest ratably over the five year period following the date of grant, subject to acceleration under certain circumstances.

In the event that Mr. Rintoul’s employment is terminated by the Company without Just Cause or by Mr. Rintoul for Good Reason (as such terms are defined in the Agreement), the term sheet provides that Mr. Rintoul will be entitled to a payment equal to 12 months’ base salary plus bonus.

A copy of the press release issued on January 31, 2018 announcing these management changes is attached hereto as Exhibit 99.1 and incorporated by reference herein.