Business Context and Reporting Period
This Form 8-K filing by GRAHAM CORP (NYSE: GHM) reports on events occurring on June 2, 2025. The filing details the renewal and amendment of compensation plans for the fiscal year ending March 31, 2026 (Fiscal 2026), specifically focusing on executive and director incentive structures.
Key Financial Metrics
The filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data point provided is the closing price of the Company's common stock on the NYSE on June 2, 2025, which was $39.36 per share.
Material Changes and Compensation Details
The primary material change is the establishment of the Fiscal 2026 compensation framework for Named Executive Officers (NEOs) and Non-Employee Directors.
Executive Long-Term Incentive (LTI) Awards
Grants were made under the 2020 Graham Corporation Equity Incentive Plan, consisting of time-vesting Restricted Stock Units (RSUs) and performance-vesting Restricted Stock Units (PSUs).
- RSUs: Vest one-third annually over three years, contingent on continued employment.
- PSUs: Vest on the third anniversary. Performance is split 50% on three-year average return on invested capital change and 50% on three-year cumulative revenue. No payout occurs if results are below threshold.
| Named Executive Officer | RSUs Granted | PSUs Granted (Max) |
|---|---|---|
| Daniel J. Thoren (CEO) | 1,588 | 3,176 |
| Matthew J. Malone (President & COO) | 7,622 | 15,244 |
| Christopher J. Thome (CFO) | 3,299 | 6,598 |
| Alan E. Smith (VP & GM - Batavia) | 2,591 | 5,182 |
Executive Cash Bonus Program
The target bonus levels for Fiscal 2026 range from 50% to 100% of base salary, with potential payouts between 0% and 200% based on performance.
- Performance Metrics: 50% Adjusted EBITDA, 20% Bookings, 30% Personal Goals.
- Target Levels: Daniel J. Thoren (50%), Matthew J. Malone (100%), Christopher J. Thome (50%), Alan E. Smith (50%).
Non-Employee Director Awards
Each of the five non-employee directors received 1,956 RSUs, calculated based on a $77,000 value divided by the stock price of $39.36.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on market conditions, or specific risk factors beyond the standard vesting contingencies (continued employment and performance thresholds) inherent in the equity awards.
Investor Verification Checklist
- Verify the specific performance thresholds for the PSU "return on invested capital" and "cumulative revenue" metrics in the attached Exhibit 10.1.
- Confirm the base salaries of the Named Executive Officers to calculate the total potential cash bonus exposure.
- Review the full text of the LTI Bonus Program (Exhibit 10.1) and Cash Bonus Program (Exhibit 10.2) for clawback provisions or other restrictive covenants.
- Monitor the stock price volatility, as the number of shares granted was fixed based on the June 2, 2025 closing price of $39.36.