{"url_path":"/sec/ghm/8-k/2026-06-17/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":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/716314/0001193125-26-273382-index.html","accession_number":"0001193125-26-273382","cik":"0000716314","ticker":"GHM","issuer_name":"GRAHAM CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/716314/0001193125-26-273382-index.html","primary_entity_key":"0000716314","primary_entity_name":"GRAHAM CORP"},"word_count":864,"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\nThoren Resignation\n\nOn June 15, 2026, Daniel J. Thoren notified Graham Corporation (the “Company”) of his intention to step down from his positions as the Company’s Executive Chairman and as a director, effective as of June 15, 2026. Mr. Thoren’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.\n\nThoren Agreement\n\nOn June 15, 2026, the Company and Mr. Thoren entered into a transition and retirement agreement (the “Thoren Agreement”). Pursuant to the Thoren Agreement, the amended and restated employment agreement, dated February 5, 2025, between the Company and Mr. Thoren was terminated, Mr. Thoren resigned as the Company’s Executive Chairman and as a director, and Mr. Thoren transitioned into the role of Strategic Advisor on an at-will basis until June 15, 2027 (the “Transition Period”). During the Transition Period, Mr. Thoren will support the Company’s President and Chief Executive Officer in an advisory role by further transitioning his knowledge and expertise to the Company, advising on assigned strategic initiatives, performing business development activities, mentoring and coaching leaders, and performing such other duties as the Company’s President and Chief Executive Officer may reasonably request.\n\nDuring the Transition Period, Mr. Thoren will receive an annual base salary of $150,000 and will continue to be eligible to participate in such other benefits (including health insurance) of the Company that may be in effect from time to time and as may be available to other similarly situated employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Mr. Thoren will not be eligible to participate in the Company’s short-term or long-term incentive plans during the Transition Period. Mr. Thoren’s outstanding unvested performance-vesting restricted stock unit awards (“PSUs”) and time-vesting restricted stock unit awards (“RSUs”) will continue to vest during the Transition Period, subject to all applicable terms of any such awards.\n\nIn the event of Mr. Thoren’s termination for reasons other than death, disability or cause, or his resignation because of a material breach of the Thoren Agreement by the Company that remains materially uncured after 30 days’ prior written notice, then his outstanding, unvested RSUs will remain outstanding and continue to vest until June 16, 2027 and his outstanding, unvested PSUs will remain outstanding until the performance conditions have been determined and will vest as if he had been employed until June 16, 2027 in accordance with the terms and conditions of the Thoren Agreement. After the last date of Mr. Thoren’s employment, whether by retirement or on written notice by either the Company or Mr. Thoren, Mr. Thoren will, at the reasonable request of the Company, further cooperate with the transition of his knowledge, expertise, work and responsibilities, which may include promptly answering Company inquiries via email or telephone, and may also include brief visits to the Company to assist in the transition of his duties.\n\nSmith Agreement\n\nFurther, on June 15, 2026, the Company and Alan E. Smith, former Vice President and General Manager of Graham Manufacturing, entered into a transition and retirement agreement (the “Smith Agreement”). Pursuant to the Smith Agreement, the employment agreement, as amended, dated July 30, 2007, between the Company and Mr. Smith was terminated, and Mr. Smith transitioned into the role of Strategic Advisor on an at-will basis through the Transition Period. During the Transition Period, Mr. Smith will serve in an advisory role supporting the Company’s Vice President and General Manager of Graham Manufacturing, further transitioning his knowledge and expertise to the Company, and performing such other duties as the Company may reasonably assign.\n\nDuring the Transition Period, Mr. Smith will receive an annual base salary of $150,000 and will continue to be eligible to participate in such other benefits (including health insurance) of the Company that may be in effect from time to time and as may be available to other similarly situated employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Mr. Smith will not be eligible to participate in the Company’s short-term or long-term incentive plans during the Transition Period. Mr. Smith’s outstanding unvested PSUs and RSUs will continue to vest during the Transition Period, subject to all applicable terms of any such awards. After the last date of Mr. Smith’s employment, whether by retirement or on written notice by either the Company or Mr. Smith, Mr. Smith will, at the reasonable request of the Company, further cooperate with the transition of his knowledge, expertise, work and responsibilities, which may include promptly answering Company inquiries via email or telephone, and may also include brief visits to the Company to assist in the transition of his duties.\n\nThe foregoing descriptions of the Thoren Agreement and the Smith Agreement do not purport to be complete and are qualified in their entirety by reference to the Thoren Agreement and the Smith Agreement, which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}