UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Fiscal 2026 Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives. On June 2, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Graham Corporation (the “Company”) renewed and amended its Annual Long-Term Incentive Award Plan for Senior Executives (the “LTI Bonus Program”) for the fiscal year ending March 31, 2026 (“Fiscal 2026”) and approved grants of time-vesting restricted stock units (“RSUs”) and performance-vesting restricted stock units (“PSUs”) thereunder in the amounts set forth below to the Company’s named executive officers. All grants were made under the 2020 Graham Corporation Equity Incentive Plan (the “Plan”).
The RSUs granted to the Company’s named executive officers vest one-third on each of the first three anniversaries of the date of grant subject to continued employment through the vesting date.
Awards of PSUs vest on the third anniversary of the date of grant with 50% based upon the Company’s three-year average return on invested capital change metric and 50% based upon the Company’s three-year cumulative revenue metric with no payout if the results are below threshold. The PSUs will only vest if the recipient is still employed by the Company on the vesting date.
The number of shares of RSUs and PSUs awarded to the Company’s named executive officers under the LTI Bonus Program were determined using a Long-Term Incentive Percentage (the “L-T Percentage”) for each such officer. The Compensation Committee set the L-T Percentage for each of the Company’s named executive officers for Fiscal 2026 as follows: Daniel J. Thoren – 50%; Matthew J. Malone – 125%; Christopher J. Thome – 70%; and Alan E. Smith – 60%. The number of RSUs awarded was determined by multiplying 50% of each named executive officer’s base salary in effect on the date of grant by such officer’s L-T Percentage, and then dividing the product by the closing price of the Company’s common stock on the NYSE on the date of grant. The number of PSUs was determined by multiplying 50% of each named executive officer’s base salary in effect on the date of grant by such officer’s L-T Percentage, and then dividing the product by the closing price of the Company’s common stock on the NYSE on the date of grant.
| Named Executive Officer |
Number of RSUs Granted |
Number of PSUs Granted(1) | ||
| Daniel J. Thoren Chief Executive Officer |
1,588 | 3,176 | ||
| Matthew J. Malone President and Chief Operating Officer |
7,622 | 15,244 | ||
| Christopher J. Thome Vice President – Finance, Chief Financial Officer and Chief Accounting Officer |
3,299 | 6,598 | ||
| Alan E. Smith Vice President and General Manager – Batavia |
2,591 | 5,182 | ||
| (1) | Represents the maximum number of PSUs that may be earned if the maximum level of performance is achieved. |
The foregoing descriptions of the LTI Bonus Program in effect for Fiscal 2026 does not purport to be complete and is qualified in its entirety by the LTI Bonus Program a copy of which is attached to this Current Report on Form 8–K as Exhibit 10.1 and is incorporated herein by reference.
Fiscal 2026 Annual Executive Cash Bonus Program. On June 2, 2025, the Company also amended the Company’s Annual Executive Cash Bonus Program (the “Cash Bonus Program”) for Fiscal 2026. The target bonus levels under the Cash Bonus Program at 100% attainment of both Company and personal objectives are as follows: Daniel J. Thoren – 50% of base salary; Matthew J. Malone – 100% of base salary; Christopher J. Thome – 50% of base salary; and Alan E. Smith – 50% of base salary. Each named executive officer will be eligible to receive anywhere from 0% to 200% of his target bonus level depending on the attainment of such objectives. A summary of the performance goal weightings for the Company’s named executive officers for Fiscal 2026 is as follows:
| Adjusted EBITDA(1) |
Bookings(2) |
Personal Goals | ||
| 50% | 20% | 30% |
| (1) | For Messrs. Thoren, Malone and Thome Adjusted EBITDA includes consolidated Adjusted EBITDA and for Mr. Smith Adjusted EBITDA includes consolidated Adjusted EBITDA (15%) and divisional Adjusted EBITDA (35%). |
| (2) | For Messrs. Thoren, Malone and Thome bookings include consolidated bookings and for Mr. Smith bookings include consolidated bookings (6%) and divisional bookings (14%). |
The foregoing descriptions of the Cash Bonus Program in effect for Fiscal 2026 does not purport to be complete and is qualified in its entirety by the Cash Bonus Program a copy of which is attached to this Current Report on Form 8–K as Exhibit 10.2 and is incorporated herein by reference.
Annual Stock-Based Grant to Non-Employee Directors. Also on June 2, 2025, the Compensation Committee approved the grant of RSUs under the Plan in the amounts set forth below to the Company’s non-employee Directors.
| Director |
Number of RSUs Awarded | |
| James J. Barber, Ph.D. |
1,956 | |
| Cari L. Jaroslawsky |
1,956 | |
| Jonathan W. Painter |
1,956 | |
| Lisa M. Schnorr |
1,956 | |
| Troy A. Stoner |
1,956 |
The number of RSUs awarded to each of the Company’s non-employee Directors was determined by dividing $77,000 by the closing price of the Company’s common stock on the NYSE on the date of grant. The closing price of the Company’s common stock on the NYSE on June 2, 2025 was $39.36 per share.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| #10.1 | Graham Corporation Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives in effect for the fiscal year ending March 31, 2026 | |
| #10.2 | Graham Corporation Annual Executive Cash Bonus Program in effect for Company’s named executive officers for the fiscal year ending March 31, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| # | Management contract or compensatory plan. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Graham Corporation | ||||||
| Date: June 6, 2025 | By: | /s/ Christopher J. Thome | ||||
| Christopher J. Thome | ||||||
| Vice President – Finance, Chief Financial Officer and Chief Accounting Officer | ||||||