{"url_path":"/sec/ghm/8-k/2026-06-05/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/716314/0001193125-26-259740-index.html","accession_number":"0001193125-26-259740","cik":"0000716314","ticker":"GHM","issuer_name":"GRAHAM CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/716314/0001193125-26-259740-index.html","primary_entity_key":"0000716314","primary_entity_name":"GRAHAM CORP"},"word_count":897,"has_tables":true,"body_markdown":"Item 5.02.\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nFiscal 2027 Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives. On June 1, 2026, 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, 2027 (“Fiscal 2027”) 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”).\n\nThe 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.\n\nAwards 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 growth 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.\n\nThe 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 2027 as follows: Daniel J. Thoren – 50%; Matthew Malone – 200%; and Christopher J. Thome – 70%. As previously disclosed, Alan Smith, effective April 1, 2026, retired from his position as Vice President and General Manager of Graham Manufacturing, and transitioned to an advisory role with the Company. As a result, Mr. Smith will not participate in the LTI Bonus Program or the Cash Bonus Program (as defined below) for Fiscal 2027. 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.\n\n \n\nNamed Executive Officer\n\n  \nNumber of RSUs\nGranted\n \n  \nNumber of PSUs\nGranted(1)\n \n\nMatthew Malone\n\nPresident and Chief Executive Officer\n\n  \n \n6,036\n \n  \n \n12,072\n \n\nDaniel J. Thoren\n\nExecutive Chairman\n\n  \n \n629\n \n  \n \n1,258\n \n\nChristopher J. Thome\n\nVice President – Finance, Chief Financial Officer and Chief Accounting Officer\n\n  \n \n1,408\n \n  \n \n2,816\n \n\n \n\n(1) \n\nRepresents the maximum number of PSUs that may be earned if the maximum level of performance is achieved.\n\nThe foregoing descriptions of the LTI Bonus Program in effect for Fiscal 2027 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.\n\nFiscal 2027 Annual Executive Cash Bonus Program. On June 1, 2026, the Company also amended the Company’s Annual Executive Cash Bonus Program (the “Cash Bonus Program”) for Fiscal 2027. 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 Malone – 100% of base salary; and Christopher J. Thome – 70% 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 2027 is as follows:\n\n \n\nAdjusted EBITDA\n\n \n\nBookings\n\n \n\nSafety Goals(1)\n\n \n\nPersonal Goals\n\n40%\n \n20%\n \n20%\n \n20%\n\n \n\n(1)\n\nFor Messrs. Thoren, Malone and Thome the Safety Goals shall be based on the consolidated total recordable incident rate, subject to a minimum threshold achieved for each business unit and subject to the discretion of the Board upon the occurrence of a catastrophic safety event.\n\nThe foregoing descriptions of the Cash Bonus Program in effect for Fiscal 2027 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.\n\nAnnual Stock-Based Grant to Non-Employee Directors. Also on June 1, 2026, the Compensation Committee approved the grant of RSUs under the Plan in the amounts set forth below to the Company’s non-employee Directors.\n\n \n\nDirector\n\n  \nNumber of RSUs Awarded\n\nJames J. Barber, Ph.D.\n\n  \n905\n\nCari L. Jaroslawsky\n\n  \n905\n\nJonathan W. Painter\n\n  \n905\n\nLisa M. Schnorr\n\n  \n905\n\nTroy A. Stoner\n\n  \n905\n\nMauro Gregorio\n\n  \n905\n\nThe number of RSUs awarded to each of the Company’s non-employee Directors was determined by dividing $90,000 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 1, 2026 was $99.41 per share."}