Business Context and Reporting Period
This Form 8-K Current Report is filed by Graham Corporation (NYSE: GHM) for the reporting period ending June 15, 2026. The filing primarily addresses significant changes in corporate leadership and the execution of transition agreements with departing executives.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements and personnel changes.
Material Changes
- Executive Departure: Daniel J. Thoren resigned as Executive Chairman and Director effective June 15, 2026. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- Leadership Appointment: Jonathan W. Painter was appointed as the new Chairman of the Board of Directors (announced via press release dated June 17, 2026).
- Management Transition: Alan E. Smith, former Vice President and General Manager of Graham Manufacturing, transitioned from his executive role to a Strategic Advisor position.
Outlook, Management Commentary, and Compensation Details
Management has entered into transition and retirement agreements with both Mr. Thoren and Mr. Smith to ensure a smooth transfer of knowledge and strategic continuity.
Thoren Agreement Terms
- Role: Strategic Advisor (at-will) until June 15, 2027.
- Compensation: Annual base salary of $150,000; eligible for standard benefits (e.g., health insurance).
- Incentives: Not eligible for short-term or long-term incentive plans during the transition period.
- Equity: Outstanding unvested Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) will continue to vest. In the event of termination for reasons other than death, disability, or cause, unvested RSUs vest through June 16, 2027, and PSUs vest as if employed through that date.
Smith Agreement Terms
- Role: Strategic Advisor (at-will) through the transition period.
- Compensation: Annual base salary of $150,000; eligible for standard benefits.
- Incentives: Not eligible for short-term or long-term incentive plans during the transition period.
- Equity: Outstanding unvested PSUs and RSUs will continue to vest subject to award terms.
Investor Verification Checklist
- Verify the full text of the Transition and Retirement Agreements (Exhibits 10.1 and 10.2) for specific clawback provisions or additional conditions not summarized in the 8-K.
- Review the Press Release (Exhibit 99.1) for details on Jonathan W. Painter's background and the Board's rationale for the leadership change.
- Confirm the impact of these transitions on the Company's strategic initiatives and business development activities outlined in the advisory roles.
- Monitor future filings for the appointment of a new Executive Chairman or CEO if Mr. Thoren's departure leaves a vacancy in the CEO role (the filing mentions he was Executive Chairman, but does not explicitly state if he held the CEO title concurrently).