Business Context and Reporting Period
This Form 8-K filing by Graham Corporation (NYSE: GHM) reports on events occurring on June 1, 2026. The filing details the renewal and amendment of executive compensation plans for the fiscal year ending March 31, 2027 (Fiscal 2027), including the Annual Stock-Based Long-Term Incentive Award Plan and the Annual Executive Cash Bonus Program.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial metric disclosed is the closing price of the Company's common stock on the NYSE on June 1, 2026, which was $99.41 per share.
Material Changes and Executive Compensation
- Executive Departure: Alan Smith retired as Vice President and General Manager of Graham Manufacturing effective April 1, 2026, transitioning to an advisory role. He is ineligible for Fiscal 2027 incentive programs.
- Long-Term Incentive (LTI) Awards: The Compensation Committee approved grants of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) to named executive officers (NEOs).
- Matthew Malone (CEO): 6,036 RSUs and 12,072 PSUs (maximum).
- Daniel J. Thoren (Executive Chairman): 629 RSUs and 1,258 PSUs (maximum).
- Christopher J. Thome (CFO): 1,408 RSUs and 2,816 PSUs (maximum).
- Performance Metrics: PSUs vest based on 50% three-year average return on invested capital change and 50% three-year cumulative revenue growth. RSUs vest over three years.
- Cash Bonus Program: Target bonus levels for Fiscal 2027 are set at 50% of base salary for Mr. Thoren, 100% for Mr. Malone, and 70% for Mr. Thome. Performance goals are weighted 40% Adjusted EBITDA, 20% Bookings, 20% Safety Goals, and 20% Personal Goals.
- Director Compensation: Non-employee directors received RSU awards valued at $90,000 each (905 shares per director).
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, outlook, or management commentary on market conditions. The primary risk disclosed relates to the vesting conditions of the PSUs, which require continued employment and the achievement of specific financial thresholds (ROIC and revenue growth); no payout occurs if results are below the threshold.
Investor Verification Checklist
- Verify the specific vesting schedules and performance thresholds for the PSUs granted to NEOs in Exhibit 10.1.
- Review the detailed safety goal metrics and the Board's discretion regarding catastrophic safety events in Exhibit 10.2.
- Confirm the impact of Alan Smith's transition to an advisory role on future operational reporting or compensation expenses.
- Monitor the Company's stock price volatility, as the number of RSUs granted was calculated based on the June 1, 2026 closing price of $99.41.