Slide 1: Revive: Case for Nilesh Undavia as a Director for GrafTech
1REVIVECASE FOR NILESH UNDAVIA AS A DIRECTOR FOR GRAFTECH (NYSE: EAF)April 12, 2024
Slide 2: Legal Disclaimer
2Legal DisclaimerTheviewsexpressedinthispresentation(this"Presentation")representtheopinionsofNilesh Undavia(collectively with certain family trusts, the "Undavia Group").ThisPresentationisforinformationalpurposesonly,anditdoesnothaveregardtothespecificinvestmentobjective,financialsituation,suitabil
Slide 3: Legal Disclaimer (continued)
3Legal Disclaimer (continued)ThoughthisPresentationmaycontainprojections,nothinginthisPresentationis,orisintendedtobe,apredictionofthefuturetradingpriceormarketvalueofsecuritiesoftheCompany.Accordingly,thereisnoassuranceorguaranteewithrespecttothepricesatwhichanysecuritiesoftheCompanywilltrade,andsu
Slide 4: About Nilesh Undavia
4About Nilesh Undavia»Mr. Undavia has been an institutional investor for over thirty years.»He spent 25 years at Wellington Management Co., an institutional asset manager with over $1 Trillion of client assets under management.»As a Partner at Wellington Management, he focused on metals and mining,
Slide 5: Nilesh Undavia Is A Shareholder Representative With Significant Skin In The Game
5Nilesh Undavia Is A Shareholder Representative With Significant Skin In The GameThe GrafTech BoardShare Ownership ComparisonOur NomineeDirector#of SharesChair Henry Keizer48,111CEO Timothy Flanagan23,572Marcel Kessler12,480Jean-Marc Germain92,620Diego Donoso21,476Michel Dumas96,066Anthony Taccone10
Slide 6: About GrafTech
6About GrafTechGrafTech International Ltd. ("GrafTech") is a leading manufacturer of high-quality graphite electrode products essential to the production of electric arc furnace ("EAF") steel and other ferrous and non-ferrous metals.It is the only large-scale graphite electrode producer that is subs
Slide 7: GrafTech Is Uniquely Positioned Due to its Vertical Integration
7GrafTech Is Uniquely Positioned to Maintain and Grow Market Share Due to its Vertical IntegrationVertical integration is a significant competitive advantage for GrafTech. We are substantially integrated petroleum needle through our wholly-owned Seadrift facility. This unique position differentiates
Slide 8: Demand for Graphite Electrode and Needle Coke has Remained Stable
8Demand for Graphite Electrode and Needle Coke has Remained StableGraphite Electrode Industry Outlook (2023 10-K)Petroleum Needle Coke (2023 10-K)»We [GrafTech] estimate that annual global (excluding China) UHP graphite electrode demand has been approximately 660 thousand MT, on average, over the pa
Slide 9: Table of Contents
9Table of Contents10Executive SummaryFinancial and TSR PerformanceStrategy and OperationsGovernanceCompensation Setting the Record StraightOur Nominee and Plan394957667077
Slide 10: Executive Summary
10EXECUTIVE SUMMARY
Slide 11: Why Change is Warranted
11Why Change is WarrantedGrafTech has Suffered from Management and Board Instability Since its IPO in 2018? Resulting in Strategic Missteps and Failure to Develop and Execute a Cohesive Strategy? Leading to Massive Shareholder Value Destruction»GrafTech has struggled as a public company to develop a
Slide 12: Nilesh Undavia is Best Positioned to Effect Positive Change
12Nilesh Undavia is Best Positioned to Effect Positive ChangeDeteriorating Financials and Shareholder Value Loss Appears to be Due to Board's Governance MisstepsThe Current Board Continues to Exhibit Poor Judgement in Selecting Leadership and is Clearly Underqualified to ProvideManagement Oversight
Slide 13: GrafTech is a Company Beset with High CEO and Board Turnover
13GrafTech is a Company Beset with High CEO and Board Turnover2018202020212022202420232019January 31, 2018: Announced the appointment of David Rintoul as President & Chief Executive Officer, replacing Jeffrey DuttonAugust 5, 2020: Announced the appointment of new board member, Leslie Dunn, as Direct
Slide 14: Leadership Instability Has Resulted in Massive Shareholder Value Destruction
14Leadership Instability and Poor Decision Making Has Resulted in Massive Shareholder Value Destruction-100.00-80.00-60.00-40.00-20.000.0020.0040.0060.0080.00Total Shareholder Return Since IPO to Feb 12, 2024*Down approx. 90%CEO - Timothy Flanagan(Sept. 2023 - current)CEO - Marcel Kessler(July 2022
Slide 15: Shareholders Have Suffered While Peers Performed Better
15While GrafTech Shareholders Have Suffered, its Peers' Have Performed Significantly BetterEXECUTIVE SUMMARYFINANCIAL & TSR PERFORMANCESTRATEGY AND OPERATIONSCOMPENSATIONSETTING THE RECORD STRAIGHTOUR NOMINEE AND PLANGOVERNANCESource: Factset. Data as of Feb 12, 2024. Peers include include companies
Slide 16: Dismal TSR Reflects Deteriorating Financial Metrics
16The Dismal TSR Performance Reflects Deteriorating Financial Metrics Over the Past Five YearsSince 2019, Revenue has declined 65% and Adjusted EBITDA by 98%1,791 1,224 1,346 1,281 621 1,048 659 670 536 20 - 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,00020192020202120222023US$ MillionsNet sales
Slide 17: Financial Metrics Deteriorated Despite Stable Demand; Market Share Lost
17Financial Metrics Have Deteriorated Significantly Since 2021 Despite Relatively Stable Customer Demand. GrafTech Has Lost Market Share"We estimate that annual global (excluding China) UHP graphite electrode demand has been approximately 660 thousand MT, on average, over the past three years." - 20
Slide 18: Peers Have Performed Significantly Better Since 2021
18-5%-4%13%10%50%10%25%5%11%3%GraphiteHEGResonacTokaiGrafTechEBITDA Margin20212023Unlike GrafTech, Its Peers' Have Performed Significantly Better Since 2021GrafTech's Adj. EBITDA Margin has contracted by 4700 bps since 2021. The largest decline among peersWhile GrafTech's Revenue has collapsed since
Slide 19: Lost Market Share Due to Failure to Make Up for Declining LTA Sales
19GrafTech's Lost Market Share Is Due to Sustained Failure to Make-up for Declining LTA related Sales1451131109129262257586302040608010012014016020192020202120222023Sales Volum ('000 MT)Sales VolumeLTANon- LTA77%58%72%68%38%84.8%83.7%65.7%61.0%31.7%0%10%20%30%40%50%60%70%80%90%100%201920202021202220
Slide 20: As Revenue Declined, GrafTech Failed to Manage Operating Expenses
20As Revenue Declined, GrafTech Failed to Manage Its Operating Expenses»Considering a significant portion of revenues were from LTA and the fact that GrafTech was unable to replace declining LTA volume with new business, we question why Selling and Admin Expenses rose by $10 million from 2019 to 202
Slide 21: Management Still Lacks a Cohesive Turnaround Strategy
21Despite the Missteps, Management Still Lacks a Cohesive Turnaround StrategyMarcel Kessler,CEO (July 2022 ? Nov. 2023), Q1 2023 Earnings CallTimothy K. Flanagan,CEO (Nov. 2023 ? Present), Former CFO (Nov. 2021 ? Nov. 2023) Q4 2023 Earnings CallSt. Mary's Facility RestartedWe have also made signific
Slide 22: Decision to Indefinitely Idle Capacity Suggests Limited Visibility
22Importantly, GrafTech's Decision to Indefinitely Idle Capacity Suggests that There is Limited Visibility into How to Revive Sales and Regain Lost Market ShareMarcel Kessler,CEO (July 2022 ? Nov. 2023), Q1 2023 Earnings CallTimothy K. Flanagan,CEO (Nov. 2023 ? Present), Former CFO (Nov. 2021 ? Nov.
Slide 23: Board's April 2, 2024 Letter Fails to Acknowledge Strategic Failures
23In the Company's April 2, 2024 Letter, The Board Fails to Acknowledge Its Strategic Failures That Lead to Shareholder Value Destruction»In its latest response, the Board failed to address GraftTech's strategic missteps most notably, the lack of a credible plan to replace LTA revenue with non-LTA r
Slide 24: Letter Illustrates Board Trying to Mislead Shareholders
24The Letter Also Illustrates How the Board is Trying to Mislead Shareholders to Avoid Accountability»The Board lays blame for the client-damaging LTAs to a previous shareholder that is no longer invested in GrafTech»While LTAs may have been structured by Brookfield, some were entered into after the
Slide 25: This Board has No Real Strategy for Success
25It is Clear that This Board has No Real Strategy for Success»The Board continues to present ideas without any detailed roadmap for execution.»Shareholders need more than a list of ideas that mayor may not work ? we need a detailed plan»The Company's share price has been in a free-fall since 2018 w
Slide 26: Wall Street Analysts Are Not Optimistic About GrafTech's Strategy
26Even Wall Street Analysts are Not Optimistic About GrafTech's StrategyWall Street analysts have a unanimous HOLD ratingThe Mean Target Price estimate of $1.75 is 68% lower than the same period last yearEXECUTIVE SUMMARYFINANCIAL & TSR PERFORMANCESTRATEGY AND OPERATIONSCOMPENSATIONSETTING THE RECOR
Slide 27: Company's Failures Tied to Weak Governance
27Company's Failures can Largely be Tied to Weak Governance$11.44$2.19$0$4$8$12$16$205-Year Share Price Performance12/31/2018 - 12/31/2023»A Board lacking in relevant experience and expertise»Excessive CEO and director turnover»Lack of leadership»Ineffective CEO search process (3 CEOs in 6 years)»La
Slide 28: Current Board Lacks Critical Skills and Relevant Expertise
28The Current Board Lacks Critical Skills and Relevant ExpertiseGrafTech continues to promote underqualified directors. Current Board MembersTenure (Years)Prior Public Board ExperiencePrior Steel Industry ExperiencePrior Manufacturing Experience (Metals)Stockholder NominatedPrior Public CEO Experien
Slide 29: Board Has Been Unresponsive to Shareholders
29The Graftech Board has Been Unresponsive to Shareholders in the Past»Shareholders continue to voice their opposition to Company leadership and performance with 3 incumbent directors receiving less than 80% support in each of the last two Annual Meetings»The Board, specifically the Nominating and G
Slide 30: Numerous Red Flags in Dealings with Brookfield
30Numerous Red Flags in GrafTech's Dealings with BrookfieldCase Study 1: Share Repurchase from Brookfield»Spent $225 million cash to purchase Brookfield shares»The purchase price was 28% higher than the IPO price, less than four months earlier»Elected to the Board in April 2018.»Member of Audit Comm
Slide 31: Questionable Judgement on Former CEO Recruitment and Compensation
31Questionable Judgement with Respect to Former CEO (Mr. Kessler) Recruitment and Compensation Decisions and Seemingly Lack of Relevant ExpertiseIssued a relocation extension as part of the CEO compensation agreement for Marcel Kessler»CEO Kessler never arrived and decided to resign one month after
Slide 32: Board and Executive Compensation Misaligned with Shareholder Value Destruction
32Gains in Board and Executive Compensation Appear Misaligned with Shareholder Value Destruction»While leadership destroyed $2.6 billion in shareholder value from 2019 to 2023 as indicated by a decline of 82% in market value, Director and CEO pay increased by 79% and 49% respectively»Pay and Perform
Slide 33: Undavia is a Better Director Candidate Than GrafTech Nominees
33Nilesh Undavia is a Better Director Candidate Than GrafTech Nominees. His Interest is Directly Aligned with ALL ShareholdersGrafTech's ClaimsMr.Undavia has no prior experience on a public company board.»No prior public board experience»Party to $2.8 billion in shareholder value destruction, 80.9%
Slide 34: Undavia Has Relevant Industry Knowledge
34Nilesh Undavia Has Relevant Industry Knowledge to be an Effective DirectorGrafTech's ClaimsMr.Undavia lacks direct industry experience.»26 years at First River LLC, a private boutique strategy consulting firm, owner/founder»4 years at Beddows& Company, consultant»20 years at Fine Capital Partners,
Slide 35: Nilesh Undavia Has A Plan For Creating Shareholder Value
35Nilesh Undavia Has A Plan For Creating Shareholder ValueGrafTech's ClaimsMr.Undavia did not provide any new or differentiated views with respect to GrafTech's strategy.»Board has produced no value creating strategy during tenure»Board has produced no value creating strategy during tenure»Focus on
Slide 36: Our Nominee: Nilesh Undavia
36Our Nominee: Nilesh Undavia»Mr. Undavia has been an institutional investor for over thirty five years, the majority of which were spent analyzing global raw materials industries. »Mr Undavia was employed at Wellington Management Co, LLP in Boston for nearly 25 years where he was a Partner and Seni
Slide 37: Our Plan to Revive GrafTech
37Our Plan to Revive Graftech08.»Focus on repairing customer relationships01.02.03.04.05.06.»Reexamine the culture ensuring that there is a more cohesive strategy in place along with better accountability and transparency07.»Considering the decline in revenue, reexamine/refocus SGA spending to deter
Slide 38: Vote for Nilesh Undavia
38Vote for Nilesh UndaviaThe choice is clear: Nilesh Undavia brings much needed shareholder perspective to GrafTechCompany nominee, Anthony Taccone, has failed to provide board oversight and has overseen massive shareholder value destructionAdditionally, Mr. Taccone has shown poor judgment as a memb
Slide 39: Financial & TSR Performance
39FINANCIAL & TSR PERFORMANCE
Slide 40: Leadership Instability Has Resulted in Massive Shareholder Value Destruction
40Leadership Instability and Poor Decision Making Has Resulted in Massive Shareholder Value DestructionSource: Factset. Feb 12, 2024 is the date of first Schedule 13D filing-100.00-80.00-60.00-40.00-20.000.0020.0040.0060.0080.00Total Shareholder Return Since IPO to Feb 12, 2024*Down approx. 90%CEO -
Slide 41: Shareholders Have Suffered While Peers Performed Better
41While GrafTech Shareholders Have Suffered, its Peers' Have Performed Significantly BetterSource: Factset. Data as of Feb 12, 2024. Peers include include companies identified as key competitors in 10-K: Tokai Carbon Co., Ltd., Resonac Holdings Corporation, HEG Limited, and Graphite India Limited. P
Slide 42: Dismal TSR Reflects Deteriorating Financial Metrics
42The Dismal TSR Performance Reflects Deteriorating Financial Metrics Over the Past Five YearsSince 2019, Revenue has declined 65% and Adjusted EBITDA by 98%1,791 1,224 1,346 1,281 621 1,048 659 670 536 20 - 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,00020192020202120222023US$ MillionsNet sales
Slide 43: Financial Metrics Deteriorated Despite Stable Demand; Market Share Lost
43Financial Metrics Have Deteriorated Significantly Since 2021 Despite Relatively Stable Customer Demand. GrafTech Has Lost Market Share"We estimate that annual global (excluding China) UHP graphite electrode demand has been approximately 660 thousand MT, on average, over the past three years." - 20
Slide 44: Peers Have Performed Significantly Better Since 2021
44-5%-4%13%10%50%10%25%5%11%3%GraphiteHEGResonacTokaiGrafTechEBITDA Margin20212023Unlike GrafTech, Its Peers' Have Performed Significantly Better Since 2021GrafTech's Adj. EBITDA Margin has contracted by 4700 bps since 2021. The largest decline among peersWhile GrafTech's Revenue has collapsed since
Slide 45: Lost Market Share Due to Failure to Make Up for Declining LTA Sales
45GrafTech's Lost Market Share Is Due to Sustained Failure to Make-up for Declining LTA related Sales1451131109129262257586302040608010012014016020192020202120222023Sales Volum ('000 MT)Sales VolumeLTANon- LTA77%58%72%68%38%84.8%83.7%65.7%61.0%31.7%0%10%20%30%40%50%60%70%80%90%100%201920202021202220
Slide 46: As Revenue Declined, GrafTech Failed to Manage Operating Expenses
46As Revenue Declined, GrafTech Failed to Manage Its Operating Expenses»Considering a significant portion of revenues were from LTA and the fact that GrafTech was unable to replace declining LTA volume with new business, we question why Selling and Admin Expenses rose by $10 million from 2019 to 202
Slide 47: Wall Street Analysts Are Not Optimistic About GrafTech's Strategy
47Even Wall Street Analysts are Not Optimistic About GrafTech's StrategyWall Street analysts have a unanimous HOLD ratingThe Mean Target Price estimate of $1.75 is 68% lower than the same period last yearSource: Factset. Data as of 04/11/2024EXECUTIVE SUMMARYSTRATEGY AND OPERATIONSCOMPENSATIONSETTIN
Slide 48: GrafTech Has Lost Market Credibility: Negative Price Reaction to Earnings
48GrafTech has Lost Market Credibility as Reflected in Negative 1-day Price Reaction to Earning Announcements »Approx. 70% of shareholder value was destroyed due to negative market reaction to earnings. »We question Board's judgement in appointing the CFO who oversaw such value destruction as the ne
Slide 49: Strategy and Operations
49STRATEGYAND OPERATIONS
Slide 50: Background: Take or Pay Contracts (LTAs)
50Background: Take or Pay Contracts i.e. Long-Term Agreements (LTA)»Beginning in 4Q 2017, GrafTech executed three- to five-year take-or-pay contracts (aka LTA) for approximately 60% to 65% of its cumulative expected production capacity from 2018 through 2022. »All of the take-or-pay contracts had fi
Slide 51: The Analyst Community Was Skeptical of LTAs from the Start
51The Analyst Community was Skeptical of LTAs from the StartOkay. Thanks. And as a follow-up just to understand that point then if the industry is a little bit more reluctant to move towards long-term contracts are unable to do so, it appears that that there is a possibility that you would be the on
Slide 52: GrafTech Lacked a Credible Strategy to Address Customer Concerns with LTA
52? It Appears that GrafTech Lacked A Credible Strategy to Address Customer Concerns with LTAQuestion: Arun Viswanathan from RBC; 2Q 2020 Earnings Call »"?when we're starting to think about this industry, you referenced a lot of difficulties, your customers are going through some financial difficult
Slide 53: Decision to Enforce LTA Agreements Impacted Customer Relationships
53GrafTech's Decision to Enforce LTA Agreements Seems to Have Impacted Customer Relationships10,1009,9009,6009,4009,4008,5005,7005,7004,9005,0006,1004,80002,0004,0006,0008,00010,00012,000FY2018FY20194Q20204Q20214Q20224Q2023$ per MTDifference Between LTA and Non-LTA PriceAvg. LTA priceAvg. price for
Slide 54: Why Did Management Restart St. Mary's Only to Close it Within a Year?
54Lack of Cohesive Strategy: Why Did Mgmt Restart St. Mary's Only to Close it Within a Year?Marcel KesslerCEO (July 2022 ? Nov. 2023)Q1 2022 Earnings CallTimothy K. FlanaganCEO (Nov. 2023 ? Present), Former CFO (Nov. 2021 ? Nov. 2023)Q4 2023 Earnings CallSt. Mary's Facility RestartedWe have also mad
Slide 55: Why Idle Capacity Indefinitely When Industry Outlook is Positive?
55Lack of Cohesive Strategy: Why Idle Capacity Indefinitely When Industry Outlook is Positive?Marcel KesslerCEO (July 2022 ? Nov. 2023)Q1 2022 Earnings CallTimothy K. FlanaganCEO (Nov. 2023 ? Present), Former CFO (Nov. 2021 ? Nov. 2023)Q4 2023 Earnings Call»Announcements of planned EAF capacity addi
Slide 56: Management's Response is Inadequate: Client Relationships
56Management's Response is Inadequate: Client Relationships»According to its recent GrafTech shareholder letter, since the beginning of 2024 there have been a dozen meetings [by GrafTech], representing more than 75% of its electrode sales volume in the Americas."»Considering EMEA and APAC accounts f
Slide 57: Governance
57GOVERNANCE
Slide 58: Company's Failures Tied to Weak Governance
58Company's Failures can Largely be Tied to Weak Governance$11.44$2.19$0$4$8$12$16$205-Year Share Price Performance12/31/2018 - 12/31/2023»A Board lacking in relevant experience and expertise»Excessive CEO and director turnover»Lack of leadership»Ineffective CEO search process (3 CEOs in 6 years)»La
Slide 59: Current Board Lacks Critical Skills and Relevant Expertise
59The Current Board Lacks Critical Skills and Relevant ExpertiseGrafTech continues to promote underqualified directors. Current Board MembersTenure (Years)Prior Public Board ExperiencePrior Steel Industry ExperiencePrior Manufacturing Experience (Metals)Stockholder NominatedPrior Public CEO Experien
Slide 60: Excessive Board And CEO Changes Have Destabilized The Company
60Excessive Board And CEO Changes Have Destabilized The CompanyChairCEO201820222024Brookfield DirectorsDeparting DirectorsThe GrafTech Board features:»No Continuity»No Cohesion»No Accountability»No PlanHenry KeizerAnthony TacconeMarcel KesslerJean-Marc GermainDebra FineMichel DumasTimothy FlanaganDi
Slide 61: Shareholders Have Suffered Due to Questionable Leadership at Chair and CEO
61Shareholders Have Suffered Due to Questionable Leadership At Chair And CEO Positions»The legacy of failure at GrafTech begins at the top with leadership»For the Company to successfully reverse course, the CEO and Board Chair will have to be more accountable to shareholdersBoard Chair»Joined GrafTe
Slide 62: Nominating Committee Has Conducted Two CEO Searches with Questionable Results
62The Nominating/Governance Committee Has Conducted Two CEO Searches with Questionable ResultsPrior ExperienceCEOTenureStatusPublic CEO, Relevant IndustrySteel IndustryGlobal MarketsLeadershipParty Conducting the Search ProcessMarch 1, 2018 ? June 30, 2022Retired???»President, U.S. Steel Tubular Pro
Slide 63: Handling of New CEO Appointment Denied Shareholders a Voice
63The Handling of the Appointment of the New CEO Denied Shareholders a Voice»The upcoming annual meeting is an opportunity for shareholders to express support for change at the GrafTech board»Through the potential election of Nilesh Undavia, shareholders would not only have a voice in the direction
Slide 64: Board Has Been Unresponsive to Shareholders in the Past
64The Graftech Board has Been Unresponsive to Shareholders in the Past»Shareholders continue to voice their opposition to Company leadership and performance with 3 incumbent directors receiving less than 80% support in each of the last two Annual Meetings»The Board, specifically the Nominating and G
Slide 65: Shareholder Marginalization Due to a Controlled Company Culture
65Perhaps Shareholder Marginalization is Due to a Controlled Company Culture»The original board was beholden to Brookfield and returned over $2.5 billion in capital to the private equity investor while making financial decisions and implementing measures that may not have been in the best interest o
Slide 66: Compensation
66COMPENSATION
Slide 67: Compensation Misaligned with Shareholder Value Destruction
67Gains in Board and Executive Compensation Appear Misaligned with Shareholder Value Destruction»While leadership destroyed $2.6 billion in shareholder value from 2019 to 2023 as indicated by a decline of 82% in market value, Director and CEO pay increased by 79% and 49% respectively»Pay and Perform
Slide 68: Questionable Judgement on Former CEO Recruitment and Compensation
68Questionable Judgement with Respect to Former CEO (Mr. Kessler) Recruitment and Compensation Decisions and Seemingly Lack of Relevant ExpertiseIssued a relocation extension as part of the CEO compensation agreement for Marcel Kessler»CEO Kessler never arrived and decided to resign one month after
Slide 69: Untimely Director Pay Increases Preceded Layoffs
69Unnecessary and Untimely Director Pay Increases have Preceeded Layoffs»In November of 2022, the Nominating and Corporate Governance Committee and the Board approved a $50,000 increase in Director Pay, raising the annual retainer from $150,000 to $200,000»In February 2024, the Company announced the
Slide 70: Setting the Record Straight
70SETTING THE RECORD STRAIGHT
Slide 71: Your Board and Management Have Taken Decisive Action
71Your Board and the management team have taken decisive action in response to the cyclical downturn that pressured the price of your shares??Notably, in 2023, we took actions to:?Actively manage production levels, commensurate with customer demand.?Reduce costs, resulting in a 10% decline in our pe
Slide 72: Letter Illustrates Board Trying to Mislead Shareholders
72The Letter Also Illustrates How the Board is Trying to Mislead Shareholders to Avoid Accountability»The Board lays blame for the client-damaging LTAs to a previous shareholder that is no longer invested in GrafTech»While LTAs may have been structured by Brookfield, some were entered into after the
Slide 73: This Board Has No Real Strategy for Success
73It is Clear that This Board has no Real Strategy for Success»The Board continues to present ideas without any detailed roadmap for execution.»Shareholders need more than a list of ideas that mayor may not work ? we need a detailed plan»The Company's share price has been in a free-fall since 2018 w
Slide 74: Undavia is a Better Director Candidate Than GrafTech Nominees
74Nilesh Undavia is a Better Director Candidate Than GrafTech Nominees. His Interest is Directly Aligned with ALL ShareholdersGrafTech's ClaimsMr.Undavia has no prior experience on a public company board.»No prior public board experience»Party to $2.8 billion in shareholder value destruction, 80.9%
Slide 75: Undavia Has Relevant Industry Knowledge
75Nilesh Undavia Has Relevant Industry Knowledge to be an Effective DirectorGrafTech's ClaimsMr.Undavia lacks direct industry experience.»26 years at First River LLC, a private boutique strategy consulting firm, owner/founder»4 years at Beddows& Company, consultant»20 years at Fine Capital Partners,
Slide 76: Nilesh Undavia Has A Plan For Creating Shareholder Value
76Nilesh Undavia Has A Plan For Creating Shareholder ValueGrafTech's ClaimsMr.Undavia did not provide any new or differentiated views with respect to GrafTech's strategy.»Board has produced no value creating strategy during tenure»Board has produced no value creating strategy during tenure»Focus on
Slide 77: Our Nominee and Plan
77OUR NOMINEE AND PLAN
Slide 78: Meet Our Nominee: Nilesh Undavia
78Meet Our Nominee: Nilesh Undavia»Mr. Undavia has been an institutional investor for over thirty five years, the majority of which were spent analyzing global raw materials industries. »Mr Undavia was employed at Wellington Management Co, LLP in Boston for nearly 25 years where he was a Partner and
Slide 79: Our Plan to Revive GrafTech
79Our Plan to Revive Graftech08.»Focus on repairing customer relationships01.02.03.04.05.06.»Reexamine the culture ensuring that there is a more cohesive strategy in place along with better accountability and transparency07.»Considering the decline in revenue, reexamine/refocus SGA spending to deter
Slide 80: Vote for Nilesh Undavia
80Vote for Nilesh UndaviaThe choice is clear: Nilesh Undavia brings much needed shareholder perspective to GrafTechCompany nominee, Anthony Taccone, has failed to provide board oversight and has overseen massive shareholder value destructionAdditionally, Mr. Taccone has shown poor judgment as a memb
Slide 81: ICOM Proxy Material GrafTech Proxy Contest
ICOM PROXY MATERIAL GRAFTECH Proxy Contest of Nilesh Undavia PROXY STATEMENT PROXY CARD